Common use of Reports filed with the Commission Clause in Contracts

Reports filed with the Commission. (a) The Depositor shall prepare and file or cause to be prepared and filed the initial current report on Form 8-K. Thereafter, within four Business Days after the occurrence of an event requiring disclosure in a current report on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Master Servicer shall prepare, sign on behalf of the Depositor and file with the Commission any Form 8-K, as required by the Exchange Act. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the this Section 4.31(a) and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in this Section 4.31(a). As set forth on Exhibit P-2 hereto, for so long as the Trust Fund is subject to the Exchange Act reporting requirements, no later than 12:00 noon New York City time on the second Business Day after the occurrence of a Reportable Event (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 2007-B Mortgage Pass-Through Certificates, Series 2007-B transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in form compatible with the Commission’s Electronic Data Gathering and Retrieval System (“EDGA▇”), or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, together with an Additional Disclosure Notification in the form of Exhibit P-5 hereto (an “Additional Disclosure Notification”), and (ii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information in writing to the Master Servicer no later than the Business Day prior to the date specified below for the execution and filing of such Form 8-K. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. No later than 12:00 noon New York City time on the fourth Business Day after the Reportable Event, a duly authorized representative of the Master Servicer shall sign and file with the Commission the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet website (located at www.▇▇▇▇▇▇▇.▇▇▇) ▇ final executed copy of each Form 8-K filed by the Master Servicer. The signing party at the Master Servicer can be contacted by e-mail at cts.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ by facsimile at (410) ▇▇▇-▇▇▇▇. ▇▇e parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 4.31(a) related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.31. The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. (b) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Master Servicer shall prepare, sign on behalf of the Depositor and file with the Commission any distribution report on Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the related monthly statement attached thereto. Any disclosure in addition to the monthly statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to this Section 4.31(b) and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in this Section 4.31(b). As set forth on Exhibit P-3 hereto, within 5 calendar days after the related Distribution Date, (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 2007-B Mortgage Pass-Through Certificates, Series 2007-B transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in EDGA▇-▇▇▇patible form, or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D in writing to the Master Servicer no later than two Business Days prior to the date specified below for the execution and filing of such Form 10-D. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this Section 4.31(b). 104 No later than the 15th calendar day after the related Distribution Date, a duly-authorized representative of the Master Servicer shall sign and file the Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet website (located at www.▇▇▇▇▇▇▇.▇▇▇) ▇ final executed copy of each Form 10-D filed by the Master Servicer. The signing party at the Master Servicer can be contacted by e-mail at cts.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ by facsimile at (410) ▇▇▇-▇▇▇▇. ▇▇rm 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” At the date of filing of each annual report on Form 10-D with respect to the Trust Fund, the Depositor shall be deemed to represent to the Master Servicer that as of such date the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Master Servicer in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D, if the answer to the questions referenced in the first sentence of this paragraph should be “no.” Absent such notification, the Master Servicer shall be entitled to rely on the above representations in preparing, executing and/or filing any such report. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 4.31(b) related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.31(b). The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (c) Within 90 days (including the 90th day) after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2008, the Master Servicer shall prepare and file on behalf of the Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer within the applicable time frames set forth in this Agreement and the related Servicing Agreement: (i) an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer and any Servicing Function Participant engaged by any such party (each, a “Reporting Servicer”) as described under Section 4.28(a), (ii)(A) the annual reports on assessment of compliance with servicing criteria for each Reporting Servicer, as provided in Section 4.28(b) and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described in Section 4.28(b) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described in Section 4.28(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included, (iii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as provided in Section 4.29 and (B) if any registered public accounting firm attestation report described in Section 4.29 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included and (iv) a certification pursuant to Section 302 of the Sarb▇▇▇▇-▇▇▇▇▇ ▇▇▇ of 2002 (a “Sarb▇▇▇▇-▇▇▇▇▇ ▇▇▇tification”) provided by or on behalf of the Depositor. Any disclosure or information in addition to the disclosure or information specified in items (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in this Section 4.31(c). 105 As set forth on Exhibit P-4 hereto, no later than March 15 of each year that the Trust Fund is subject to Exchange Act reporting requirements, commencing in 2008, (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 2007-B Mortgage Pass-Through Certificates, Series 2007-B transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in EDGA▇-▇▇▇patible form, or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K in writing to the Master Servicer no later than the Business Day prior to the date specified below for the execution and filing of such Form 10-K. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this Section 4.31(c). No later than 12:00 noon New York City time on the fourth Business Day prior to the 10-K Filing Deadline provided in this Section 4.31(c), the Depositor shall sign the Form 10-K and the Sarb▇▇▇▇-▇▇▇▇▇ ▇▇▇tification and return to the Master Servicer an executed, electronic copy of such Form 10-K and such Sarb▇▇▇▇-▇▇▇▇▇ ▇▇▇tification (with original, executed copies to follow by overnight mail). After receipt from the Depositor of the executed, electronic copies but no later than the filing deadline provided in this Section 4.31(c), the Master Servicer shall file the Form 10-K. The Master Servicer shall forward an electronic copy of the SEC’s confirmation of filing of such Form 10-K to the Depositor. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet website (located at www.▇▇▇▇▇▇▇.▇▇▇) ▇ final executed copy of each Form 10-K filed by the Master Servicer. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” At the date of filing of each annual report on From 10-K with respect to the Trust Fund, the Depositor shall be deemed to represent to the Master Servicer that as of such date the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Master Servicer in writing, no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions referenced in the first sentence of this paragraph should be “no.” Absent such notification, the Master Servicer shall be entitled to rely on the above representations in preparing, executing and/or filing any such report. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 4.31(c) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 4.31(c), Section 4.28 and Section 4.29. The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. (d) If directed to do so by the Depositor, on or before January 30, 2008, the Master Servicer shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust under the Exchange Act (a “Form 15”). The parties hereto hereby acknowledge that, in the event the Depositor shall, subsequent to the filing of a Form 15, offer any Retained Certificates in an offering registered with the Commission, the Trust shall become subject to the Exchange Act reporting requirements at that time and, thereafter, prior to January 30 of the following calendar year, the Master Servicer shall, if directed to do so by the Depositor, in accordance with industry standards, file a Form 15. In connection with any registered offering of a

Reports filed with the Commission. (a) The Depositor shall prepare and file or cause to be prepared and filed the initial current report on Form 8-K. Thereafter, within four Business Days after the occurrence of an event requiring disclosure in a current report on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Master Servicer shall prepare, sign on behalf of the Depositor and file with the Commission any Form 8-K, as required by the Exchange Act. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the this Section 4.31(a) and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in this Section 4.31(a). As set forth on Exhibit P-2 hereto, for so long as the Trust Fund is subject to the Exchange Act reporting requirements, no later than 12:00 noon New York City time on the second Business Day after the occurrence of a Reportable Event (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 20072006-B A Mortgage Pass-Through Certificates, Series 20072006-B A transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in form compatible with the Commission’s Electronic Data Gathering and Retrieval System (“EDGA▇▇▇▇▇”), or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, together with an Additional Disclosure Notification in the form of Exhibit P-5 hereto (an “Additional Disclosure Notification”), (ii) the Master Servicer shall forward to the Depositor the form and substance of the Form 8-K Disclosure Information and (iiiii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information in writing to the Master Servicer no later than the Business Day prior to the date specified below for the execution and filing of such Form 8-K. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. No later than 12:00 noon New York City time on the fourth Business Day after the Reportable Event, a duly authorized representative senior officer of the Master Servicer in charge of the master servicing function shall sign and file with the Commission the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet Internet website (located at www.▇▇▇.▇▇▇▇▇▇▇.▇▇▇) ▇ a final executed copy of each Form 8-K filed by the Master Servicer. K. The signing party at the Master Servicer can be contacted by e-mail at cts.▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ or by facsimile at (410▇▇▇) ▇▇▇-▇▇▇▇. ▇▇e The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 4.31(a) related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.31. The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Master Servicer’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. (b) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Master Servicer shall prepare, sign on behalf of the Depositor and file with the Commission any distribution report on Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the related monthly statement attached thereto. Any disclosure in addition to the monthly statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to this Section 4.31(b) and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in this Section 4.31(b). As set forth on Exhibit P-3 hereto, within 5 calendar days after the related Distribution Date, (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 20072006-B A Mortgage Pass-Through Certificates, Series 20072006-B A transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in EDGA▇-▇▇▇patible ▇▇-compatible form, or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, together with an Additional Disclosure Notification Notification, (ii) the Master Servicer shall forward to the Depositor, the form and substance of the Additional Form 10-D Disclosure and (iiiii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D in writing to the Master Servicer no later than two the Business Days Day prior to the date specified below for the execution and filing of such Form 10-D. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this Section 4.31(b). 104 No later than the 15th calendar day after the related Distribution Date, a duly-authorized representative senior officer of the Master Servicer in charge of the master servicing function shall sign and file the Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet Internet website (located at www.▇▇▇.▇▇▇▇▇▇▇.▇▇▇) ▇ a final executed copy of each Form 10-D filed by the Master Servicer. D. The signing party at the Master Servicer can be contacted by e-mail at cts.▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ or by facsimile at (410▇▇▇) ▇▇▇-▇▇▇▇. ▇▇rm 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” At the date of filing of each annual report on Form 10-D with respect to the Trust Fund, the Depositor shall be deemed to represent to the Master Servicer that as of such date the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Master Servicer in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D, if the answer to the questions referenced in the first sentence of this paragraph should be “no.” Absent such notification, the Master Servicer shall be entitled to rely on the above representations in preparing, executing and/or filing any such report. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 4.31(b) related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.31(b). The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from the Master Servicer’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (c) Within 90 days (including the 90th day) after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 20082007, the Master Servicer shall prepare and file on behalf of the Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer within the applicable time frames set forth in this Agreement and the related Servicing Agreement: (i) an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer and any Servicing Function Participant engaged by any such party (each, a “Reporting Servicer”) as described under Section 4.28(a), (ii)(A) the annual reports on assessment of compliance with servicing criteria for each Reporting Servicer, as provided in Section 4.28(b) and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described in Section 4.28(b) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described in Section 4.28(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included, (iii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as provided in Section 4.29 and (B) if any registered public accounting firm attestation report described in Section 4.29 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included and (iv) a certification pursuant to Section 302 of the Sarb▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇ Act of 2002 (a “Sarb▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇tificationCertification”) provided by or on behalf of the Depositor. Any disclosure or information in addition to the disclosure or information specified in items (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in this Section 4.31(c). 105 As set forth on Exhibit P-4 hereto, no later than March 15 of each year that the Trust Fund is subject to Exchange Act reporting requirements, commencing in 20082007, (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 20072006-B A Mortgage Pass-Through Certificates, Series 20072006-B A transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in EDGA▇-▇▇▇patible ▇▇-compatible form, or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure NotificationNotification and (ii) the Master Servicer shall forward to the Depositor, the form and substance of the Additional Form 10-K Disclosure. The Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K in writing to the Master Servicer no later than the Business Day prior to the date specified below for the execution and filing of such Form 10-K. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this Section 4.31(c). No later than 12:00 noon New York City time on the fourth Business Day prior to the 10-K Filing Deadline provided in this Section 4.31(c), the Depositor shall sign the Form 10-K and the Sarb▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇tification Certification and return to the Master Servicer an executed, electronic copy of such Form 10-K and such Sarb▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇tification Certification (with original, executed copies to follow by overnight mail). After receipt from the Depositor of the executed, electronic copies but no later than the filing deadline provided in this Section 4.31(c), the Master Servicer shall file the Form 10-K. The Master Servicer shall forward return an electronic or fax copy of the SEC’s confirmation of filing of such filed Form 10-K to the Depositor. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet Internet website (located at www.▇▇▇.▇▇▇▇▇▇▇.▇▇▇) ▇ a final executed copy of each Form 10-K filed by the Master Servicer. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” At the date of filing of each annual report on From 10-K with respect to the Trust Fund, the Depositor shall be deemed to represent to the Master Servicer that as of such date the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Master Servicer in writing, no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions referenced in the first sentence of this paragraph should be “no.” Absent such notification, the Master Servicer shall be entitled to rely on the above representations in preparing, executing and/or filing any such report. K. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 4.31(c) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 4.31(c), Section 4.28 and Section 4.29. The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K where such failure results from the Master Servicer’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. (d) If directed to do so by the Depositor, on or before January 30, 2008, the Master Servicer shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust under the Exchange Act (a “Form 15”). The parties hereto hereby acknowledge that, in the event the Depositor shall, subsequent to the filing of a Form 15, offer any Retained Certificates in an offering registered with the Commission, the Trust shall become subject to the Exchange Act reporting requirements at that time and, thereafter, prior Prior to January 30 of the following calendar yearfirst year in which the Master Servicer is able to do so under applicable law, the Master Servicer shallshall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust Fund under the Exchange Act. In the event that the Master Servicer becomes aware that it will be unable to timely file with the Commission all or any required portion of any Form 8-K, if directed 10-D or 10-K required to do so be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer shall immediately notify the Depositor. In the case of Form 10-D and 10-K, the parties to this Agreement will cooperate and cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer shall notify the Depositor and each applicable Servicer and prepare any necessary 8-KA, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by a senior officer of the Master Servicer in accordance with industry standardscharge of the master servicing function. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 4.31(d) related to the timely preparation, file execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file any such Form 15. In connection with , Form 12b-25 or any registered offering amendments to Forms 8-K, 10-D or 10-K where such failure results from the Master Servicer’s inability or failure to obtain or receive, on a timely basis, any information from or on behalf of aany other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct. (e) If so requested, the Master Servicer shall sign a certification (in the form attached hereto as Exhibit M) for

Reports filed with the Commission. (a) The Depositor shall prepare and file or cause to be prepared and filed the initial current report on Form 8-K. Thereafter, with respect to each Distribution Date, within four Business Days 15 days after such Distribution Date or, if shorter, within the occurrence period of an event requiring disclosure in a current report on Form 8-K (each such event, a “Reportable Event”), and if requested by time required under the Depositorrules of the Commission, the Master Servicer shall prepareshall, in accordance with industry standards, sign on behalf of the Depositor and file with the Commission any Form 8-K, as required by via the Exchange Act. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the this Section 4.31(a) and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in this Section 4.31(a). As set forth on Exhibit P-2 hereto, for so long as the Trust Fund is subject to the Exchange Act reporting requirements, no later than 12:00 noon New York City time on the second Business Day after the occurrence of a Reportable Event (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 2007-B Mortgage Pass-Through Certificates, Series 2007-B transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in form compatible with the Commission’s Electronic Data Gathering and Retrieval System (“EDGA▇”▇▇▇▇), or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, together with an Additional Disclosure Notification in the form of Exhibit P-5 hereto (an “Additional Disclosure Notification”), and (ii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information in writing to the Master Servicer no later than the Business Day prior to the date specified below for the execution and filing of such Form 8-K. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. No later than 12:00 noon New York City time on the fourth Business Day after the Reportable Event, a duly authorized representative of the Master Servicer shall sign and file with the Commission the Form 8-K. If a Form 8-K cannot be filed on time (or if a previously filed Form 8-K needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with such other form prescribed by the Commission, the Master Servicer shall make available on its internet website (located at www.▇▇▇▇▇▇▇.▇▇▇) ▇ final executed with a copy of each Form 8-K filed by the Master Servicer. The signing party at the Master Servicer can be contacted by e-mail at cts.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ by facsimile at (410) ▇▇▇-▇▇▇▇. ▇▇e parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 4.31(a) related statement to the timely preparation, execution and filing of Form 8-K is contingent upon Certificateholders for such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.31Distribution Date as an exhibit thereto. The Master Servicer shall have no liability for responsibility to file any lossitems other than those specified in this Section; provided, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. (b) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act)however, the Master Servicer shall prepare, sign on behalf of cooperate with the Depositor and file in connection with any additional filings with respect to the Commission any distribution report on Form 10-D required by Trust Fund as the Exchange Act, in form and substance as required by Depositor deems necessary under the Exchange Act. The Master Servicer shall file each Form 10-D with a copy of be entitled to reimbursement from the related monthly statement attached thereto. Any disclosure in addition to the monthly statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to this Section 4.31(b) and the Master Servicer shall have no duty or liability Trust Fund for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in this Section 4.31(b). As set forth on Exhibit P-3 hereto, within 5 calendar days after the related Distribution Date, (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 2007-B Mortgage Pass-Through Certificates, Series 2007-B transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in EDGA▇-▇▇▇patible form, or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D in writing to the Master Servicer no later than two Business Days prior to the date specified below for the execution and filing of such Form 10-D. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant such additional filings. Prior to this Section 4.31(b). 104 No later than the 15th calendar day after the related Distribution Date, a duly-authorized representative of the Master Servicer shall sign and file the Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet website (located at www.▇▇▇▇▇▇▇.▇▇▇) ▇ final executed copy of each Form 10-D filed by the Master Servicer. The signing party at the Master Servicer can be contacted by e-mail at cts.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ by facsimile at (410) ▇▇▇-▇▇▇▇. ▇▇rm 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” At the date of filing of each annual report on Form 10-D with respect to the Trust Fund, the Depositor shall be deemed to represent to the Master Servicer that as of such date the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Master Servicer in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D, if the answer to the questions referenced in the first sentence of this paragraph should be “no.” Absent such notification, the Master Servicer shall be entitled to rely on the above representations in preparing, executing and/or filing any such report. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 4.31(b) related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.31(b). The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (c) Within 90 days (including the 90th day) after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2008, the Master Servicer shall prepare and file on behalf of the Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer within the applicable time frames set forth in this Agreement and the related Servicing Agreement: (i) an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer and any Servicing Function Participant engaged by any such party (each, a “Reporting Servicer”) as described under Section 4.28(a), (ii)(A) the annual reports on assessment of compliance with servicing criteria for each Reporting Servicer, as provided in Section 4.28(b) and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described in Section 4.28(b) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described in Section 4.28(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included, (iii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as provided in Section 4.29 and (B) if any registered public accounting firm attestation report described in Section 4.29 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included and (iv) a certification pursuant to Section 302 of the Sarb▇▇▇▇-▇▇▇▇▇ ▇▇▇ of 2002 (a “Sarb▇▇▇▇-▇▇▇▇▇ ▇▇▇tification”) provided by or on behalf of the Depositor. Any disclosure or information in addition to the disclosure or information specified in items (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in this Section 4.31(c). 105 As set forth on Exhibit P-4 hereto, no later than March 15 of each year that the Trust Fund is subject to Exchange Act reporting requirements, commencing in 2008, (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 2007-B Mortgage Pass-Through Certificates, Series 2007-B transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in EDGA▇-▇▇▇patible form, or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K in writing to the Master Servicer no later than the Business Day prior to the date specified below for the execution and filing of such Form 10-K. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this Section 4.31(c). No later than 12:00 noon New York City time on the fourth Business Day prior to the 10-K Filing Deadline provided in this Section 4.31(c), the Depositor shall sign the Form 10-K and the Sarb▇▇▇▇-▇▇▇▇▇ ▇▇▇tification and return to the Master Servicer an executed, electronic copy of such Form 10-K and such Sarb▇▇▇▇-▇▇▇▇▇ ▇▇▇tification (with original, executed copies to follow by overnight mail). After receipt from the Depositor of the executed, electronic copies but no later than the filing deadline provided in this Section 4.31(c), the Master Servicer shall file the Form 10-K. The Master Servicer shall forward an electronic copy of the SEC’s confirmation of filing of such Form 10-K to the Depositor. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet website (located at www.▇▇▇▇▇▇▇.▇▇▇) ▇ final executed copy of each Form 10-K filed by the Master Servicer. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” At the date of filing of each annual report on From 10-K with respect to the Trust Fund, the Depositor shall be deemed to represent to the Master Servicer that as of such date the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Master Servicer in writing, no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions referenced in the first sentence of this paragraph should be “no.” Absent such notification, the Master Servicer shall be entitled to rely on the above representations in preparing, executing and/or filing any such report. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 4.31(c) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 4.31(c), Section 4.28 and Section 4.29. The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. (d) If directed to do so by the Depositor, on or before January 30, 20082006, the Master Servicer shall, in accordance with industry standards, sign on behalf of the Depositor and file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. The Master Servicer shall, as promptly as practicable, prepare and deliver to the Depositor (or such Person as the Depositor shall designate) a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Prior to March 30, 2006 (provided that the executed Form 10-K and Form 10-K Certification are timely returned to it by the signing party), the Master Servicer shall file (but will not execute) such Form 10-K. The Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Exchange Act (a the “Form 1510-K Certification”) signed by an appropriate officer of the Depositor (which Form 10-K Certification the Master Servicer shall not be required to sign). The parties hereto hereby acknowledge that, in the event the Depositor shall, subsequent agrees to promptly furnish to the filing of a Form 15Master Servicer, offer any Retained Certificates in an offering registered from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Master Servicer reasonably deems appropriate to prepare and file all necessary reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Master Servicer reasonably deems appropriate to prepare and file all necessary reports with the Commission, the Trust . The Master Servicer shall become subject have no responsibility to the Exchange Act reporting requirements at that time and, thereafter, prior to January 30 of the following calendar yearfile any items other than those specified in this Section. (b) If so requested, the Master Servicer shallshall sign a certification (in the form attached hereto as Exhibit M) for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, if directed however, that the Master Servicer shall not be required to do so by undertake an analysis of the Depositor, in accordance with industry standards, file a accountant’s report attached as an exhibit to the Form 15. In connection with any registered offering of a10-K).

Reports filed with the Commission. (a) The Depositor shall prepare and file or cause to be prepared and filed the initial current report on Form 8-K. Thereafter, within four Business Days after the occurrence of an event requiring disclosure in a current report on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Master Servicer shall prepare, sign on behalf of the Depositor and file with the Commission any Form 8-K, as required by the Exchange Act. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the this Section 4.31(a) and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in this Section 4.31(a). As set forth on Exhibit P-2 hereto, for so long as the Trust Fund is subject to the Exchange Act reporting requirements, no later than 12:00 noon New York City time on the second Business Day after the occurrence of a Reportable Event (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 20072006-B C Mortgage Pass-Through Certificates, Series 20072006-B C transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in form compatible with the Commission’s Electronic Data Gathering and Retrieval System (“EDGA▇▇▇▇▇”), or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, together with an Additional Disclosure Notification in the form of Exhibit P-5 hereto (an “Additional Disclosure Notification”), and (ii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information in writing to the Master Servicer no later than the Business Day prior to the date specified below for the execution and filing of such Form 8-K. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. No later than 12:00 noon New York City time on the fourth Business Day after the Reportable Event, a duly authorized representative of the Master Servicer shall sign and file with the Commission the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet website (located at www.▇▇▇.▇▇▇▇▇▇▇.▇▇▇) ▇ a final executed copy of each Form 8-K filed by the Master Servicer. The signing party at the Master Servicer can be contacted by e-mail at cts.▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ or by facsimile at (410▇▇▇) ▇▇▇-▇▇▇▇. ▇▇e The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 4.31(a) related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.31. The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. (b) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Master Servicer shall prepare, sign on behalf of the Depositor and file with the Commission any distribution report on Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the related monthly statement attached thereto. Any disclosure in addition to the monthly statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to this Section 4.31(b) and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in this Section 4.31(b). As set forth on Exhibit P-3 hereto, within 5 calendar days after the related Distribution Date, (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 20072006-B C Mortgage Pass-Through Certificates, Series 20072006-B C transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in EDGA▇-▇▇▇patible ▇▇-compatible form, or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D in writing to the Master Servicer no later than two the Business Days Day prior to the date specified below for the execution and filing of such Form 10-D. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this Section 4.31(b). 104 No later than the 15th calendar day after the related Distribution Date, a duly-authorized representative of the Master Servicer shall sign and file the Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet website (located at www.▇▇▇.▇▇▇▇▇▇▇.▇▇▇) ▇ a final executed copy of each Form 10-D filed by the Master Servicer. The signing party at the Master Servicer can be contacted by e-mail at cts.▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ or by facsimile at (410▇▇▇) ▇▇▇-▇▇▇▇. ▇▇rm Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” At the date of filing of each annual report on Form From 10-D with respect to the Trust Fund, the Depositor shall be deemed to represent to the Master Servicer that as of such date the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Master Servicer in writing, no later than the fifth calendar day after the related Distribution Date March 15th with respect to the filing of a report on Form 10-D, if the answer to the questions referenced in the first sentence of this paragraph should be “no.” Absent such notification, the Master Servicer shall be entitled to rely on the above representations in preparing, executing and/or filing any such report. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 4.31(b) related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.31(b). The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (c) Within 90 days (including the 90th day) after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 20082007, the Master Servicer shall prepare and file on behalf of the Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer within the applicable time frames set forth in this Agreement and the related Servicing Agreement: (i) an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer and any Servicing Function Participant engaged by any such party (each, a “Reporting Servicer”) as described under Section 4.28(a), (ii)(A) the annual reports on assessment of compliance with servicing criteria for each Reporting Servicer, as provided in Section 4.28(b) and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described in Section 4.28(b) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described in Section 4.28(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included, (iii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as provided in Section 4.29 and (B) if any registered public accounting firm attestation report described in Section 4.29 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included and (iv) a certification pursuant to Section 302 of the Sarb▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇ Act of 2002 (a “Sarb▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇tificationCertification”) provided by or on behalf of the Depositor. Any disclosure or information in addition to the disclosure or information specified in items (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in this Section 4.31(c). 105 As set forth on Exhibit P-4 hereto, no later than March 15 of each year that the Trust Fund is subject to Exchange Act reporting requirements, commencing in 20082007, (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 20072006-B C Mortgage Pass-Through Certificates, Series 20072006-B C transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in EDGA▇-▇▇▇patible ▇▇-compatible form, or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K in writing to the Master Servicer no later than the Business Day prior to the date specified below for the execution and filing of such Form 10-K. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this Section 4.31(c). No later than 12:00 noon New York City time on the fourth Business Day prior to the 10-K Filing Deadline provided in this Section 4.31(c), the Depositor shall sign the Form 10-K and the Sarb▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇tification Certification and return to the Master Servicer an executed, electronic copy of such Form 10-K and such Sarb▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇tification Certification (with original, executed copies to follow by overnight mail). After receipt from the Depositor of the executed, electronic copies but no later than the filing deadline provided in this Section 4.31(c), the Master Servicer shall file the Form 10-K. The Master Servicer shall forward an electronic copy of the SEC’s confirmation of filing of such Form 10-K to the Depositor. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet website (located at www.▇▇▇.▇▇▇▇▇▇▇.▇▇▇) ▇ a final executed copy of each Form 10-K filed by the Master Servicer. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” At the date of filing of each annual report on From 10-K with respect to the Trust Fund, the Depositor shall be deemed to represent to the Master Servicer that as of such date the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Master Servicer in writing, no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions referenced in the first sentence of this paragraph should be “no.” Absent such notification, the Master Servicer shall be entitled to rely on the above representations in preparing, executing and/or filing any such report. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 4.31(c) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 4.31(c), Section 4.28 and Section 4.29. The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. (d) If directed to do so by the Depositor, on or before January 30, 2008, the Master Servicer shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust under the Exchange Act (a “Form 15”). The parties hereto hereby acknowledge that, in the event the Depositor shall, subsequent to the filing of a Form 15, offer any Retained Certificates in an offering registered with the Commission, the Trust shall become subject to the Exchange Act reporting requirements at that time and, thereafter, prior Prior to January 30 of the following calendar yearfirst year in which the Master Servicer is able to do so under applicable law, the Master Servicer shall, if directed to do so by the Depositor, in accordance with industry standards, shall prepare and file a Form 1515 relating to the automatic suspension of reporting in respect of the Trust Fund under the Exchange Act. In connection the event that the Master Servicer becomes aware that it will be unable to timely file with the Commission all or any registered offering required portion of aany Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer shall promptly notify the Depositor. In the case of Form 10-D and 10-K, the parties to this Agreement will cooperate and cause such other Servicers or Serv

Reports filed with the Commission. (a) The Depositor shall prepare and file or cause to be prepared and filed the initial current report on Form 8-K. Thereafter, within four Business Days after the occurrence of an event requiring disclosure in a current report on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Master Servicer shall prepare, sign on behalf of the Depositor and file with the Commission any Form 8-K, as required by the Exchange Act. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the this Section 4.31(a) and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in this Section 4.31(a). As set forth on Exhibit P-2 hereto, for so long as the Trust Fund is subject to the Exchange Act reporting requirements, no later than 12:00 noon New York City time on the second Business Day after the occurrence of a Reportable Event (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 20072006-B Mortgage Pass-Through Certificates, Series 20072006-B transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in form compatible with the Commission’s Electronic Data Gathering and Retrieval System (“EDGA▇▇▇▇▇”), or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, together with an Additional Disclosure Notification in the form of Exhibit P-5 hereto (an “Additional Disclosure Notification”), and (ii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information in writing to the Master Servicer no later than the Business Day prior to the date specified below for the execution and filing of such Form 8-K. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. No later than 12:00 noon New York City time on the fourth Business Day after the Reportable Event, a duly authorized representative of the Master Servicer shall sign and file with the Commission the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet website (located at www.▇▇▇.▇▇▇▇▇▇▇.▇▇▇) ▇ a final executed copy of each Form 8-K filed by the Master Servicer. The signing party at the Master Servicer can be contacted by e-mail at cts.▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ or by facsimile at (410▇▇▇) ▇▇▇-▇▇▇▇. ▇▇e The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 4.31(a) related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.31. The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. (b) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Master Servicer shall prepare, sign on behalf of the Depositor and file with the Commission any distribution report on Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the related monthly statement attached thereto. Any disclosure in addition to the monthly statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to this Section 4.31(b) and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in this Section 4.31(b). As set forth on Exhibit P-3 hereto, within 5 calendar days after the related Distribution Date, (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 20072006-B Mortgage Pass-Through Certificates, Series 20072006-B transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in EDGA▇-▇▇▇patible ▇▇-compatible form, or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D in writing to the Master Servicer no later than two the Business Days Day prior to the date specified below for the execution and filing of such Form 10-D. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this Section 4.31(b). 104 No later than the 15th calendar day after the related Distribution Date, a duly-authorized representative of the Master Servicer shall sign and file the Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet website (located at www.▇▇▇.▇▇▇▇▇▇▇.▇▇▇) ▇ a final executed copy of each Form 10-D filed by the Master Servicer. The signing party at the Master Servicer can be contacted by e-mail at cts.▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ or by facsimile at (410▇▇▇) ▇▇▇-▇▇▇▇. ▇▇rm 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” At the date of filing of each annual report on Form 10-D with respect to the Trust Fund, the Depositor shall be deemed to represent to the Master Servicer that as of such date the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Master Servicer in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D, if the answer to the questions referenced in the first sentence of this paragraph should be “no.” Absent such notification, the Master Servicer shall be entitled to rely on the above representations in preparing, executing and/or filing any such report. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 4.31(b) related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.31(b). The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (c) Within 90 days (including the 90th day) after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 20082007, the Master Servicer shall prepare and file on behalf of the Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer within the applicable time frames set forth in this Agreement and the related Servicing Agreement: (i) an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer and any Servicing Function Participant engaged by any such party (each, a “Reporting Servicer”) as described under Section 4.28(a), (ii)(A) the annual reports on assessment of compliance with servicing criteria for each Reporting Servicer, as provided in Section 4.28(b) and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described in Section 4.28(b) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described in Section 4.28(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included, (iii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as provided in Section 4.29 and (B) if any registered public accounting firm attestation report described in Section 4.29 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included and (iv) a certification pursuant to Section 302 of the Sarb▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇ Act of 2002 (a “Sarb▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇tificationCertification”) provided by or on behalf of the Depositor. Any disclosure or information in addition to the disclosure or information specified in items (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in this Section 4.31(c). 105 As set forth on Exhibit P-4 hereto, no later than March 15 of each year that the Trust Fund is subject to Exchange Act reporting requirements, commencing in 20082007, (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 20072006-B Mortgage Pass-Through Certificates, Series 20072006-B transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in EDGA▇-▇▇▇patible ▇▇-compatible form, or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K in writing to the Master Servicer no later than the Business Day prior to the date specified below for the execution and filing of such Form 10-K. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this Section 4.31(c). No later than 12:00 noon New York City time on the fourth Business Day prior to the 10-K Filing Deadline provided in this Section 4.31(c), the Depositor shall sign the Form 10-K and the Sarb▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇tification Certification and return to the Master Servicer an executed, electronic copy of such Form 10-K and such Sarb▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇tification Certification (with original, executed copies to follow by overnight mail). After receipt from the Depositor of the executed, electronic copies but no later than the filing deadline provided in this Section 4.31(c), the Master Servicer shall file the Form 10-K. The Master Servicer shall forward return an electronic or fax copy of the SEC’s confirmation of filing of such filed Form 10-K to the Depositor. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet website (located at www.▇▇▇.▇▇▇▇▇▇▇.▇▇▇) ▇ a final executed copy of each Form 10-K filed by the Master Servicer. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” At the date of filing of each annual report on From 10-K with respect to the Trust Fund, the Depositor shall be deemed to represent to the Master Servicer that as of such date the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Master Servicer in writing, no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions referenced in the first sentence of this paragraph should be “no.” Absent such notification, the Master Servicer shall be entitled to rely on the above representations in preparing, executing and/or filing any such report. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 4.31(c) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 4.31(c), Section 4.28 and Section 4.29. The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. (d) If directed to do so by the Depositor, on or before January 30, 2008, the Master Servicer shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust under the Exchange Act (a “Form 15”). The parties hereto hereby acknowledge that, in the event the Depositor shall, subsequent to the filing of a Form 15, offer any Retained Certificates in an offering registered with the Commission, the Trust shall become subject to the Exchange Act reporting requirements at that time and, thereafter, prior Prior to January 30 of the following calendar yearfirst year in which the Master Servicer is able to do so under applicable law, the Master Servicer shallshall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust Fund under the Exchange Act. In the event that the Master Servicer becomes aware that it will be unable to timely file with the Commission all or any required portion of any Form 8-K, if directed 10-D or 10-K required to do so be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer shall promptly notify the Depositor. In the case of Form 10-D and 10-K, the parties to this Agreement will cooperate and cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, in accordance with industry standardsinclude such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, file 10-D or 10-K needs to be amended, the Master Servicer shall notify the Depositor and each applicable Servicer and prepare any necessary 8-KA, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or 10-D shall be signed by a duly authorized representative of the Master Servicer and the Depositor shall sign any amendment to Form 10-K. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 4.31(d) related to the timely preparation, execution and filing, as applicable, of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file, as applicable, any such Form 15. In connection with , Form 12b-25 or any registered offering amendments to Forms 8-K, 10-D or 10-K where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from or on behalf of aany other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct. (e) If so requested, the Master Servicer shall sign a certification (in the form attached hereto as Exhibit M) for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Master Servicer shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).

Reports filed with the Commission. (a) The Depositor shall prepare and file or cause to be prepared and filed the initial current report on Form 8-K. Thereafter, within four Business Days after the occurrence of an event requiring disclosure in a current report on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Master Servicer shall prepare, sign on behalf of the Depositor and file with the Commission any Form 8-K, as required by the Exchange Act. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the this Section 4.31(a) and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in this Section 4.31(a). As set forth on Exhibit P-2 hereto, for so long as the Trust Fund is subject to the Exchange Act reporting requirements, no later than 12:00 noon New York City time on the second Business Day after the occurrence of a Reportable Event (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 20072006-B D Mortgage Pass-Through Certificates, Series 20072006-B D transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in form compatible with the Commission’s Electronic Data Gathering and Retrieval System (“EDGAE▇▇▇▇”), or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, together with an Additional Disclosure Notification in the form of Exhibit P-5 hereto (an “Additional Disclosure Notification”), and (ii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information in writing to the Master Servicer no later than the Business Day prior to the date specified below for the execution and filing of such Form 8-K. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. No later than 12:00 noon New York City time on the fourth Business Day after the Reportable Event, a duly authorized representative of the Master Servicer shall sign and file with the Commission the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet website (located at www.w▇▇.▇▇▇▇▇▇▇.▇▇▇) ▇ a final executed copy of each Form 8-K filed by the Master Servicer. The signing party at the Master Servicer can be contacted by e-mail at cts.c▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ or by facsimile at (410▇▇▇) ▇▇▇-▇▇▇▇. ▇▇e The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 4.31(a) related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.31. The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. (b) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Master Servicer shall prepare, sign on behalf of the Depositor and file with the Commission any distribution report on Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the related monthly statement attached thereto. Any disclosure in addition to the monthly statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to this Section 4.31(b) and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in this Section 4.31(b). As set forth on Exhibit P-3 hereto, within 5 calendar days after the related Distribution Date, (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 20072006-B D Mortgage Pass-Through Certificates, Series 20072006-B D transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in EDGA▇-E▇▇▇patible ▇-compatible form, or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D in writing to the Master Servicer no later than two the Business Days Day prior to the date specified below for the execution and filing of such Form 10-D. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this Section 4.31(b). 104 No later than the 15th calendar day after the related Distribution Date, a duly-authorized representative of the Master Servicer shall sign and file the Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet website (located at www.w▇▇.▇▇▇▇▇▇▇.▇▇▇) ▇ a final executed copy of each Form 10-D filed by the Master Servicer. The signing party at the Master Servicer can be contacted by e-mail at cts.c▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ or by facsimile at (410▇▇▇) ▇▇▇-▇▇▇▇. ▇▇rm Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” At the date of filing of each annual report on Form 10-D with respect to the Trust Fund, the Depositor shall be deemed to represent to the Master Servicer that as of such date the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Master Servicer in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D, if the answer to the questions referenced in the first sentence of this paragraph should be “no.” Absent such notification, the Master Servicer shall be entitled to rely on the above representations in preparing, executing and/or filing any such report. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 4.31(b) related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.31(b). The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (c) Within 90 days (including the 90th day) after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 20082007, the Master Servicer shall prepare and file on behalf of the Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer within the applicable time frames set forth in this Agreement and the related Servicing Agreement: (i) an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer and any Servicing Function Participant engaged by any such party (each, a “Reporting Servicer”) as described under Section 4.28(a), (ii)(A) the annual reports on assessment of compliance with servicing criteria for each Reporting Servicer, as provided in Section 4.28(b) and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described in Section 4.28(b) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described in Section 4.28(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included, (iii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as provided in Section 4.29 and (B) if any registered public accounting firm attestation report described in Section 4.29 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included and (iv) a certification pursuant to Section 302 of the SarbS▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇ Act of 2002 (a “SarbS▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇tificationCertification”) provided by or on behalf of the Depositor. Any disclosure or information in addition to the disclosure or information specified in items (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in this Section 4.31(c). 105 As set forth on Exhibit P-4 hereto, no later than March 15 of each year that the Trust Fund is subject to Exchange Act reporting requirements, commencing in 20082007, (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 20072006-B D Mortgage Pass-Through Certificates, Series 20072006-B D transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in EDGA▇-E▇▇▇patible ▇-compatible form, or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K in writing to the Master Servicer no later than the Business Day prior to the date specified below for the execution and filing of such Form 10-K. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this Section 4.31(c). No later than 12:00 noon New York City time on the fourth Business Day prior to the 10-K Filing Deadline provided in this Section 4.31(c), the Depositor shall sign the Form 10-K and the SarbS▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇tification Certification and return to the Master Servicer an executed, electronic copy of such Form 10-K and such SarbS▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇tification Certification (with original, executed copies to follow by overnight mail). After receipt from the Depositor of the executed, electronic copies but no later than the filing deadline provided in this Section 4.31(c), the Master Servicer shall file the Form 10-K. The Master Servicer shall forward an electronic copy of the SEC’s confirmation of filing of such Form 10-K to the Depositor. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet website (located at www.w▇▇.▇▇▇▇▇▇▇.▇▇▇) ▇ a final executed copy of each Form 10-K filed by the Master Servicer. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” At the date of filing of each annual report on From 10-K with respect to the Trust Fund, the Depositor shall be deemed to represent to the Master Servicer that as of such date the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Master Servicer in writing, no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions referenced in the first sentence of this paragraph should be “no.” Absent such notification, the Master Servicer shall be entitled to rely on the above representations in preparing, executing and/or filing any such report. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 4.31(c) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 4.31(c), Section 4.28 and Section 4.29. The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. (d) If directed to do so by the Depositor, on or before January 30, 20082007, the Master Servicer shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust under the Exchange Act (a “Form 15”). The parties hereto hereby acknowledge that, in the event the Depositor shall, subsequent to the filing of a Form 15, offer any Retained Certificates in an offering registered with the Commission, the Trust shall become subject to the Exchange Act reporting requirements at that time and, thereafter, prior to January 30 of the following calendar year, the Master Servicer shall, if directed to do so by the Depositor, in accordance with industry standards, file a Form 15. In connection with any registered offering of aany of the

Reports filed with the Commission. (a) The Depositor shall prepare and file or cause to be prepared and filed the initial current report on Form 8-K. Thereafter, within four Business Days after the occurrence of an event requiring disclosure in a current report on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Master Servicer shall prepare, sign on behalf of the Depositor and file with the Commission any Form 8-K, as required by the Exchange Act. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the this Section 4.31(a) and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in this Section 4.31(a). As set forth on Exhibit P-2 hereto, for so long as the Trust Fund is subject to the Exchange Act reporting requirements, no later than 12:00 noon New York City time on the second Business Day after the occurrence of a Reportable Event (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 2007-B A Mortgage Pass-Through Certificates, Series 2007-B A transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in form compatible with the Commission’s Electronic Data Gathering and Retrieval System (“EDGA▇▇▇▇▇”), or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, together with an Additional Disclosure Notification in the form of Exhibit P-5 hereto (an “Additional Disclosure Notification”), and (ii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information in writing to the Master Servicer no later than the Business Day prior to the date specified below for the execution and filing of such Form 8-K. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. No later than 12:00 noon New York City time on the fourth Business Day after the Reportable Event, a duly authorized representative of the Master Servicer shall sign and file with the Commission the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet website (located at www.▇▇▇.▇▇▇▇▇▇▇.▇▇▇) ▇ a final executed copy of each Form 8-K filed by the Master Servicer. The signing party at the Master Servicer can be contacted by e-mail at cts.▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ or by facsimile at (410▇▇▇) ▇▇▇-▇▇▇▇. ▇▇e The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 4.31(a) related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.31. The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. (b) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Master Servicer shall prepare, sign on behalf of the Depositor and file with the Commission any distribution report on Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the related monthly statement attached thereto. Any disclosure in addition to the monthly statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to this Section 4.31(b) and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in this Section 4.31(b). As set forth on Exhibit P-3 hereto, within 5 calendar days after the related Distribution Date, (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 2007-B A Mortgage Pass-Through Certificates, Series 2007-B A transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in EDGA▇-▇▇▇patible ▇▇-compatible form, or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D in writing to the Master Servicer no later than two Business Days prior to the date specified below for the execution and filing of such Form 10-D. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this Section 4.31(b). 104 No later than the 15th calendar day after the related Distribution Date, a duly-authorized representative of the Master Servicer shall sign and file the Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet website (located at www.▇▇▇.▇▇▇▇▇▇▇.▇▇▇) ▇ a final executed copy of each Form 10-D filed by the Master Servicer. The signing party at the Master Servicer can be contacted by e-mail at cts.▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ or by facsimile at (410▇▇▇) ▇▇▇-▇▇▇▇. ▇▇rm Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” At the date of filing of each annual report on Form 10-D with respect to the Trust Fund, the Depositor shall be deemed to represent to the Master Servicer that as of such date the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Master Servicer in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D, if the answer to the questions referenced in the first sentence of this paragraph should be “no.” Absent such notification, the Master Servicer shall be entitled to rely on the above representations in preparing, executing and/or filing any such report. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 4.31(b) related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.31(b). The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (c) Within 90 days (including the 90th day) after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2008, the Master Servicer shall prepare and file on behalf of the Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer within the applicable time frames set forth in this Agreement and the related Servicing Agreement: (i) an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer and any Servicing Function Participant engaged by any such party (each, a “Reporting Servicer”) as described under Section 4.28(a), (ii)(A) the annual reports on assessment of compliance with servicing criteria for each Reporting Servicer, as provided in Section 4.28(b) and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described in Section 4.28(b) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described in Section 4.28(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included, (iii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as provided in Section 4.29 and (B) if any registered public accounting firm attestation report described in Section 4.29 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included and (iv) a certification pursuant to Section 302 of the Sarb▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇ Act of 2002 (a “Sarb▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇tificationCertification”) provided by or on behalf of the Depositor. Any disclosure or information in addition to the disclosure or information specified in items (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor and the Master Servicer shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in this Section 4.31(c). 105 As set forth on Exhibit P-4 hereto, no later than March 15 of each year that the Trust Fund is subject to Exchange Act reporting requirements, commencing in 2008, (i) the parties to the Bayview Financial Mortgage Pass-Through Trust 2007-B A Mortgage Pass-Through Certificates, Series 2007-B A transaction shall be required to provide to the Master Servicer and the Depositor, to the extent known by a responsible officer thereof, in EDGA▇-▇▇▇patible ▇▇-compatible form, or in such other form as otherwise agreed upon by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K in writing to the Master Servicer no later than the Business Day prior to the date specified below for the execution and filing of such Form 10-K. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this Section 4.31(c). No later than 12:00 noon New York City time on the fourth Business Day prior to the 10-K Filing Deadline provided in this Section 4.31(c), the Depositor shall sign the Form 10-K and the Sarb▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇tification Certification and return to the Master Servicer an executed, electronic copy of such Form 10-K and such Sarb▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇tification Certification (with original, executed copies to follow by overnight mail). After receipt from the Depositor of the executed, electronic copies but no later than the filing deadline provided in this Section 4.31(c), the Master Servicer shall file the Form 10-K. The Master Servicer shall forward an electronic copy of the SEC’s confirmation of filing of such Form 10-K to the Depositor. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer shall follow the procedures set forth in Section 4.31(d). Promptly (but no later than one Business Day) after filing with the Commission, the Master Servicer shall make available on its internet website (located at www.▇▇▇.▇▇▇▇▇▇▇.▇▇▇) ▇ a final executed copy of each Form 10-K filed by the Master Servicer. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” At the date of filing of each annual report on From 10-K with respect to the Trust Fund, the Depositor shall be deemed to represent to the Master Servicer that as of such date the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Master Servicer in writing, no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions referenced in the first sentence of this paragraph should be “no.” Absent such notification, the Master Servicer shall be entitled to rely on the above representations in preparing, executing and/or filing any such report. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 4.31(c) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 4.31(c), Section 4.28 and Section 4.29. The Master Servicer shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K where such failure results from the Master Servicer’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. (d) If directed to do so by the Depositor, on or before January 30, 2008, the Master Servicer shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust under the Exchange Act (a “Form 15”). The parties hereto hereby acknowledge that, in the event the Depositor shall, subsequent to the filing of a Form 15, offer any Retained Certificates in an offering registered with the Commission, the Trust shall become subject to the Exchange Act reporting requirements at that time and, thereafter, prior to January 30 of the following calendar year, the Master Servicer shall, if directed to do so by the Depositor, in accordance with industry standards, file a Form 15. In connection with any registered offering of aany of th