FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2008 • BLG Securities Company, LLC • New York
BLG Securities Company, LLC (the “Depositor”), a Delaware limited liability company, has authorized the issuance and sale of Bayview Commercial Asset Trust 200[ ]-[ ] [Mortgage Pass-Through Certificates] [Mortgage Backed Notes] (the “Securities”). The Securities are designated as the Class [ ], Class [ ], Class [ ], [etc.] and Class [ ] [Certificates] [Notes].
FORM OF INDENTURE between BAYVIEW COMMERCIAL ASSET TRUST 20[ ]-[ ], Issuer and Indenture Trustee Dated as of [ ]BLG Securities Company, LLC • January 24th, 2008 • New York
FORM OF TRANSFER AND SERVICING AGREEMENT among BAYVIEW COMMERCIAL ASSET TRUST 20[ ]-[ ], as Issuer as Master Servicer BLG SECURITIES COMPANY, LLC, as Depositor and as Indenture Trustee and Custodian BAYVIEW COMMERCIAL ASSET TRUST 20[ ]-[ ] Asset...Transfer and Servicing Agreement • January 24th, 2008 • BLG Securities Company, LLC • New York
FORM OF TRUST AGREEMENT between BLG SECURITIES COMPANY, LLC, Depositor, and Owner Trustee Dated as of [ ]Trust Agreement • January 24th, 2008 • BLG Securities Company, LLC • Delaware
FORM OF ADMINISTRATION AGREEMENT between BAYVIEW COMMERCIAL ASSET TRUST 20[ ]-[ ], Issuer and Administrator Dated as of [ ]Administration Agreement • January 24th, 2008 • BLG Securities Company, LLC • New York
This Administration Agreement (the “Agreement”) is entered into as of [ ], between BAYVIEW COMMERCIAL ASSET TRUST 20[ ]-[ ], a [Delaware statutory trust] (the “Issuer”) and [ ], a [ ], not in its individual capacity but as administrator (the “Administrator”).
FORM OF POOLING AND SERVICING AGREEMENT among BLG SECURITIES COMPANY, LLC, as Depositor as Master Servicer and not in its individual capacity, but solely as Trustee BAYVIEW COMMERCIAL ASSET TRUST 20[ ]-[ ] Mortgage Pass-Through Certificates Dated as...Pooling and Servicing Agreement • January 24th, 2008 • BLG Securities Company, LLC • New York
LIMITED LIABILITY COMPANY AGREEMENT OF BLG SECURITIES COMPANY, LLCLimited Liability Company Agreement • January 24th, 2008 • BLG Securities Company, LLC • Delaware
This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of BLG Securities Company, LLC (the “Company”), is entered into on this 10th day of January, 2008, by Bayview Lending Group LLC, as the sole equity member and the initial Member and Kenneth J. Uva, as the Independent Manager and the potential Special Member. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
FORM OF LOAN PURCHASE AGREEMENT [The provisions of the Loan Purchase Agreement for each series will be modified as applicable]Loan Purchase Agreement • January 24th, 2008 • BLG Securities Company, LLC • New York
THIS LOAN PURCHASE AGREEMENT (this “Agreement”), dated as of [ ], between BLG Securities Company, LLC, a Delaware limited liability company (the “Purchaser”), and [ ], a [ ] (the “Seller”).
FORM OF SECURITIES TRANSFER AGREEMENT [The provisions of the Securities Transfer Agreement for each series will be modified as applicable]Securities Transfer Agreement • January 24th, 2008 • BLG Securities Company, LLC • New York
THIS SECURITIES TRANSFER AGREEMENT, dated as of [ ] (the “Agreement”), is between [ ], a [ ] (the “Seller”), and BLG Securities Company, LLC, a Delaware limited liability company (the “Depositor”). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the [Transfer] [Pooling] and Servicing Agreement (as defined below).
