EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement (the "Agreement"), dated
January 31, 2007, is among Bank of America, National Association, a national
banking association ("Assignor"), Banc of America Funding Corporation, a
Delaware corporation ("BAFC"), U.S. Bank National Association, a national
banking association, not in its individual capacity, but solely as trustee of
the Banc of America Funding 2007-A Trust ("Assignee"), ▇▇▇▇▇ Fargo Bank, N.A., a
national banking association ("▇▇▇▇▇ Fargo Bank"), as master servicer of the
Banc of America Funding 2007-A Trust, Countrywide Home Loans, Inc. (the
"Company"), and Countrywide Home Loans Servicing LP ("Countrywide").
WHEREAS, pursuant to (i) that certain Master Mortgage Loan Purchase and
Servicing Agreement, dated as of April 1, 2003, by and between Assignor (as
successor in interest to Banc of America Mortgage Capital Corporation
("BAMCC")), as purchaser, and the Company, as seller, (ii) that certain
Amendment No. 1, dated as of July 1, 2003, by and among BAMCC, the Company and
the Assignor, (iii) that certain Amendment No. 2, dated as of September 1, 2004,
by and among BAMCC, the Company and the Assignor, (iv) that certain Amendment
Reg AB to the Master Mortgage Loan Purchase and Servicing Agreement (the
"Amendment Reg AB"), dated as of January 1, 2006, by and between the Company and
the Assignor, (v) certain Purchase Confirmations (BA2006-0137, and BA2006-0139),
each dated March 30, 2006, by and between the Company and the Assignor, and (vi)
that certain Purchase Confirmation, dated December 29, 2006, by and between the
Company and the Assignor (collectively, the "Purchase and Servicing Agreement"),
the servicing provisions of which are attached in Appendix I hereto, the
Assignor purchased the Mortgage Loans (as defined herein) from the Company;
WHEREAS, on the date hereof, the Assignor is transferring all of its right,
title and interest in and to the Mortgage Loans to BAFC;
WHEREAS, on the date hereof, BAFC is transferring all of its right, title
and interest in and to the Mortgage Loans to the Assignee;
WHEREAS, on the date hereof, the Company is transferring all of its right,
title and interest in and to the servicing of the Mortgage Loans to Countrywide;
and
WHEREAS, on the date hereof, ▇▇▇▇▇ Fargo Bank, as master servicer (in such
capacity, the "Master Servicer"), is entering into a Pooling and Servicing
Agreement, dated the date hereof (the "Pooling Agreement), among BAFC, the
Master Servicer, ▇▇▇▇▇ Fargo Bank, as securities administrator (the "Securities
Administrator"), and the Assignee, pursuant to which the Master Servicer will
supervise, monitor and oversee the servicing of the Mortgage Loans.
For and in consideration of the sum of one dollar ($1.00) and other
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:
1. The Assignor hereby grants, transfers and assigns to BAFC, and BAFC
hereby grants, transfers and assigns to Assignee, all of the right, title and
interest of the Assignor in, to and under the Purchase and Servicing Agreement,
and the mortgage loans delivered under such agreement by Countrywide to the
Assignor and listed on Exhibit A attached hereto (the "Mortgage Loans").
The Assignor specifically reserves and does not assign to BAFC or the
Assignee any right, title and interest in, to or under any mortgage loan subject
to the Purchase and Servicing Agreement other than the Mortgage Loans.
2. The Company hereby grants, transfers and assigns to Countrywide all of
the right, title and interest of the Company in, to and under the servicing
rights under the Purchase and Servicing Agreement as it relates to the mortgage
loans and only the mortgage loans delivered under such agreement by Countrywide
to the Assignor and listed on Exhibit A attached hereto (the "Mortgage Loans").
The parties hereto acknowledge that Countrywide shall service the Mortgage Loans
on behalf of the Company in accordance with the Purchase and Servicing Agreement
from the date hereof. Countrywide hereby assumes all of the Company's
obligations and duties under the Purchase and Servicing Agreement as it relates
to the Mortgage Loans from and after the date hereof. The Company specifically
reserves and does not assign to Countrywide any right, title and interest in, to
or under (i) the Purchase and Servicing Agreement as it relates to any mortgage
loans other than the Mortgage Loans or (ii) any mortgage loans subject to the
Purchase and Servicing Agreement other than the Mortgage Loans. Notwithstanding
the foregoing, it is understood that the Company is not released from liability
to the Assignor, or its permitted successors and assigns, for any breaches of
any representations, warranties or covenants made by the Company in the Purchase
and Servicing Agreement prior to the date hereof.
3. The Assignor warrants and represents to, and covenants with, BAFC and
the Assignee that:
a. The Assignor is the lawful owner of the Mortgage Loans with the full
right to transfer the Mortgage Loans free from any and all claims and
encumbrances whatsoever;
b. The Assignor has not received notice of, and has no knowledge of, any
offsets, counterclaims or other defenses available to Countrywide with
respect to the Purchase and Servicing Agreement or the Mortgage Loans;
c. The Assignor has not waived or agreed to any waiver under, or agreed
to any amendment or other modification of, the Purchase and Servicing
Agreement or the Mortgage Loans, including without limitation the
transfer of the servicing obligations under the Purchase and Servicing
Agreement. The Assignor has no knowledge of, and has not received
notice of, any waivers under or amendments or other modifications of,
or assignments of rights or obligations under, the Purchase and
Servicing Agreement or the Mortgage Loans; and
d. Neither the Assignor nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Mortgage
Loans, any interest in the Mortgage Loans or any other similar
security to, or solicited any offer to buy or accept a transfer,
pledge or other disposition of the Mortgage Loans, any interest in the
Mortgage Loans or any other similar security from, or otherwise
approached or negotiated with respect to the Mortgage Loans, any
interest in the Mortgage Loans or any other similar security with, any
person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action
which would constitute a distribution of the Mortgage Loans under the
Securities Act of 1933, as amended (the "Securities Act"), or which
--------------- would render the disposition of the Mortgage Loans a
violation of Section 5 of the Securities Act or require registration
pursuant thereto.
4. From and after the date hereof, Countrywide shall (i) note the transfer
of the Mortgage Loans to the Assignee in its books and records, (ii) recognize
the Assignee as the owner of the Mortgage Loans and (iii) notwithstanding
anything to the contrary contained in Section 8.07 of the Purchase and Servicing
Agreement, shall service the Mortgage Loans pursuant to the Purchase and
Servicing Agreement, as modified by Section 10 hereof, for the benefit of the
Assignee.
5. Countrywide hereby acknowledges that a REMIC election will be made with
respect to the Mortgage Loans and that ▇▇▇▇▇ Fargo Bank, N.A. has been appointed
as the Master Servicer of the Mortgage Loans pursuant to the Pooling Agreement,
and therefore has the right to enforce all obligations of Countrywide as they
relate to the Mortgage Loans, under the Purchase and Servicing Agreement,
including, without limitation, the right to exercise any and all rights of the
Assignor (but not the obligations) under the Purchase and Servicing Agreement to
monitor and enforce the obligations of Countrywide thereunder, the right to
terminate Countrywide under the Purchase and Servicing Agreement upon the
occurrence of an event of default thereunder, the right to receive all
remittances required to be made by Countrywide under the Purchase and Servicing
Agreement, the right to receive all monthly reports and other data required to
be delivered by Countrywide under the Purchase and Servicing Agreement, the
right to examine the books and records of Countrywide or the Company (as such
books and records relate to the prior period of servicing of the Mortgage Loans
by the Company), and the right to exercise certain rights of consent and
approval relating to actions taken by Countrywide. Notwithstanding the
foregoing, it is understood that Countrywide shall not be obligated to defend
and indemnify and hold harmless the Master Servicer, the Assignor, the Assignee,
the Trust, and BAFC against any losses, damages, penalties, fines, forfeitures,
judgments and any related costs including, without limitation, reasonable and
necessary legal fees, resulting from (i) actions or inactions of Countrywide
which were taken or omitted upon the instruction or direction of the Master
Servicer or (ii) the failure of the Assignee or the Master Servicer acting in
its capacity as agent for the Trust to perform the obligations of the
"Purchaser" under the Purchase and Servicing Agreement. Wire remittances shall
be sent to: ▇▇▇▇▇ FARGO BANK, N.A., ABA# ▇▇▇▇▇▇▇▇▇, FOR CREDIT TO: SAS CLEARING,
ACCT: ▇▇▇▇▇▇▇▇▇▇, FFC TO: BAFC 2007-A #50979400.
6. Countrywide hereby represents and warrants to each of the other parties
hereto (i) that the representations and warranties in Section 3.01 of the
Purchase and Servicing Agreement are true and correct in all material respects
as of the date hereof with the same force and effect as though expressly made by
Countrywide at and/or as of the date hereof, (ii) the Mortgage Loans have been
serviced in accordance with the terms of the Purchase and Servicing Agreement,
(iii) that the Company has taken no action nor omitted to take any required
action the omission of which would have the effect of impairing any mortgage
insurance or guarantee on the Mortgage Loans and (iv) that any information
provided by the Company on or before the date hereof to any of the parties
hereto is true and correct.
7. Countrywide hereby agrees to cooperate with BAFC, the Master Servicer
and the Securities Administrator to enable BAFC, the Master Servicer and the
Securities Administrator to fully comply with all Securities and Exchange
Commission ("SEC") disclosure and reporting requirements in effect from time to
time with respect to the trust created by the Pooling Agreement (which shall be
named "Banc of America Funding 2007-A Trust") (the "Trust") and any securities
representing ownership interests in or backed by assets of the Trust, including
without limitation, the SEC's recently published rules regarding asset-backed
securities (Release Nos. 33-8518; 34-50905; File No. S7-21-0433-8419) as set
forth in the Amendment Reg AB.
8. Countrywide hereby agrees that, in connection with each Mortgage Loan of
which the related Mortgage has been recorded in the name of MERS or its
designee, it shall take all actions as are necessary to cause the Assignee, as
trustee of the Trust pursuant to the Pooling Agreement, to be shown as the owner
of such Mortgage Loan on the records of MERS for purposes of the system of
recording transfers of beneficial ownership of mortgages maintained by MERS.
9. In accordance with Sections 2.05 and 7.01 of the Purchase and Servicing
Agreement, the Assignor hereby instructs Countrywide, and Countrywide hereby
agrees, to release from its custody and deliver the contents of the Collateral
File (as defined in the Purchase and Servicing Agreement) for each Mortgage Loan
to U.S. Bank National Association, in its capacity as custodian under the
Pooling Agreement on or before the closing date of the related Pass-Through
Transfer (as defined in the Purchase and Servicing Agreement).
10. Countrywide, BAFC and Assignee hereby agree to the following
modifications to the Purchase and Servicing Agreement solely with respect to the
Mortgage Loans:
a. Article I. The definition of "Qualified Substitute Mortgage Loan" is
hereby replaced in its entirety with the following:
"A mortgage loan that must, on the date of such substitution, (i) have
an unpaid principal balance, after deduction of all scheduled payments
due in the month of substitution (or if more than one (1) mortgage
loan is being substituted, an aggregate principal balance), not in
excess of the unpaid principal balance of the repurchased Mortgage
Loan (the amount of such shortfall will be deposited in the Custodial
Account by Countrywide in the month of substitution); (ii) have a
Mortgage Interest Rate not less than, and not more than two percent
(2%) greater than, the Mortgage Interest Rate of the repurchased
Mortgage Loan; (iii) have a remaining term to maturity not greater
than and not more than one year less than that of the repurchased
Mortgage Loan; (iv) comply with each representation and warranty set
forth in Sections 3.01 and 3.02; (v) be of the same type as the
repurchased Mortgage Loan; (vi) have a Gross Margin not less than that
of the repurchased Mortgage Loan; (vii) have the same Index as the
repurchased Mortgage Loan; (viii) have a FICO score not less than that
of the repurchased Mortgage Loan, (ix) have an LTV not greater than
that of the repurchased Mortgage Loan; (x) have a credit grade not
lower in quality than that of the repurchased Mortgage Loan and (xi)
have the same lien status as the repurchased Mortgage Loan."
b. Section 5.01. The following is added as the second paragraph of
Section 5.01:
"With respect to any remittance received by the Purchaser or any
master servicer after the Business Day on which such payment was
due, Countrywide shall pay to the Purchaser or any master
servicer interest on any such late payment at an annual rate
equal to the rate of interest as is publicly announced from time
to time at its principal office by JPMorgan Chase Bank, New York,
New York, as its prime lending rate, adjusted as of the date of
each change, plus one percentage point, but in no event greater
than the maximum amount permitted by applicable law. Such
interest shall be paid by Countrywide to the Purchaser or any
master servicer on the date such late payment is made and shall
cover the period commencing with the day such remittance was due
and ending with the Business Day on which such payment is made,
both inclusive. Such interest shall be remitted along with such
late payment. The payment by Countrywide of any such interest
shall not be deemed an extension of time for payment or a waiver
of any Event of Default by Countrywide."
c. Section 5.02. The first paragraph of Section 5.02 is hereby
modified to read as follows:
"Not later than the fifth (5th) Business Day of each month,
Countrywide shall furnish to the Purchaser a delinquency report
in the form set forth in Exhibit H-1, a monthly remittance advice
in the form set forth in Exhibit H-2, and a realized loss report
in the form set forth in Exhibit H-3, each in a mutually
agreeable electronic format, as to the remittance on such
Remittance Date and as to the period ending on the last day of
the month preceding such Remittance Date; provided, however,
Countrywide shall not be required to report any information
relating to any prepayment penalties or charges to the extent
such penalties or charges are retained by Countrywide."
The exhibits referenced in this Section 10(c) are attached to
this Agreement on Exhibit B hereto; provided, however,
Countrywide shall not be required to report any information
relating to any prepayment penalties or charges to the extent
such penalties or charges are retained by Countrywide.
d. Section 5.07. Section 5.07 is hereby modified by replacing
subsection (ii) with the following:
"result in the imposition of a tax upon the REMIC (including but
not limited to the tax on "prohibited transactions" as defined in
Section 860F(a)(2) of the Code and the tax on "contributions" to
a REMIC set forth in Section 860G(d) of the Code) unless
Countrywide has received an Opinion of Counsel (at the expense of
the party seeking to take such action) to the effect that the
contemplated action will not endanger such REMIC status or result
in the imposition of any such tax."
e. Section 7.01. Section 7.01(a)(i) is hereby modified by deleting
"three (3) Business Days" and replacing it with "two (2) Business
Days (but in no event later than the 20th day of the month)".
11. Notwithstanding any provision in this Agreement to the contrary, it is
understood that Countrywide is not released from liability to the Assignor for
any breaches of any representations, warranties or covenants made by Countrywide
in the Purchase and Servicing Agreement prior to the date hereof regardless of
when such breaches are discovered or made known.
12. The Assignee's address for purposes of all notices and correspondence
related to the Mortgage Loans and the Purchase and Servicing Agreement is:
U.S. Bank National Association
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Structured Finance Trust Services, BAFC 2007-A
The Assignor's address for purposes of all notices and correspondence
related to the Mortgage Loans and the Purchase and Servicing Agreement is:
Bank of America, National Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Managing Director
BAFC's address for purposes of all notices and correspondence related to
the Mortgage Loans is:
Banc of America Funding Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel and Chief Financial Officer
13. It is expressly understood and agreed by the parties hereto that (i)
this Agreement is executed and delivered by U.S. Bank National Association not
individually or personally but solely as trustee on behalf of the Trust, in the
exercise of the powers and authority conferred and vested in it under the terms
of the Pooling and Servicing Agreement, and (ii) under no circumstances shall
U.S. Bank National Association be personally liable for the payment of any
indebtedness or expenses of the Trust (including, without limitation, any fees,
expenses or indemnities payable under the Purchase and Servicing Agreements), or
be liable for the breach or failure of any obligation, representation, warranty
or covenant of the Trust under this Agreement or any other related documents, as
to all of which recourse shall be had solely to the assets of the Trust in
accordance with the terms of the Pooling and Servicing Agreement.
[Signatures Follow]
DO NOT EXECUTE
IN WITNESS WHEREOF, the parties have caused this Assignment, Assumption and
Recognition Agreement to be executed by their duly authorized officers as of the
date first above written.
Bank of America, National Association,
Assignor
By: __________________________________
Name: ▇▇▇▇▇ ▇. Good
Title: Principal
U.S. Bank National Association,
Assignee
By: __________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Banc of America Funding Corporation
By: __________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
Countrywide Home Loans, Inc.
By: __________________________________
Name:
Title:
Countrywide Home Loans Servicing LP
By: Countrywide GP, Inc., its general
partner
By: ____________________________
Name:
Title:
DO NOT EXECUTE
Acknowledged and Agreed
as of the date first above written:
▇▇▇▇▇ Fargo Bank, N.A., as Master Servicer
By: __________________________________
Name:
Title:
EXHIBIT A
Schedule of Mortgage Loans
[Please see the Free Writing Prospectus filed and accepted by the Securities and
Exchange Commission on January 31, 2007, with a filing date of January 31, 2007
and accession number 0001379402-07-000012.]
A-1
EXHIBIT B
Exhibit H-1 -- Reporting Data for Defaulted Loans
*The column/header names in bold are the minimum fields ▇▇▇▇▇ Fargo must receive
from every Servicer
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
Column/Header Name Description Decimal Format Comment
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This
may be different than the LOAN_NBR
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
LOAN_NBR A unique identifier assigned to each loan by the originator.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
CLIENT_NBR Servicer Client Number
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
SERV_INVESTOR_NBR Contains a unique number as
assigned by an external servicer
to identify a group of loans in
their system.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
▇▇▇▇_▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name and Number of Property
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
PROP_STATE The state where the property located.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next
payment is due to the MM/DD/YYYY
servicer at the end of processing
cycle, as reported by Servicer.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the bankruptcy
filing.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been approved MM/DD/YYYY
by the courts
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either by MM/DD/YYYY
Dismissal, Discharged and/or a Motion For Relief Was
Granted.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The Servicer MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such As;
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To End/Close MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter
to the servicer with MM/DD/YYYY
instructions to begin foreclosure
proceedings.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue Foreclosure MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a Foreclosure MM/DD/YYYY
Action
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to occur. MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure sale. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
EVICTION_START_DATE The date the servicer initiates eviction of the borrower. MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
EVICTION_COMPLETED_DATE The date the court revokes legal
possession of the property
MM/DD/YYYY from the borrower.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
LIST_DATE The date an REO property is listed at a particular price. MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by the Servicer. MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled to close. MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
PROP_CONDITION_CODE A code that indicates the condition of the property.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
CURR_PROP_VAL The current "as is" value of the property based on brokers 2
price opinion or appraisal.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs are 2
completed pursuant to a broker's price opinion or appraisal.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
If applicable:
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
DELINQ_REASON_CODE The circumstances which caused a
borrower to stop paying on a loan.
Code indicates the reason why the
loan is in default for this cycle.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With Mortgage MM/DD/YYYY
Insurance Company.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim Payment MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By The Pool MM/DD/YYYY
Insurer
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
MOTION_FOR_RELIEF_DATE The date the Motion for Relief was filed 10 MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
FRCLSR_BID_AMT The foreclosure sale bid amount 11 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
FRCLSR_SALE_TYPE The foreclosure sales results: REO, Third Party, Conveyance
to HUD/VA
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
REO_PROCEEDS The net proceeds from the sale of the REO property. No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
BPO_DATE The date the BPO was done.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
CURRENT_BPO_VAL The current "as is" value of th property based on a brokers
price opinion.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
REPAIRED_BPO_PROP_VAL The amount the property would be worth if repairs are
completed pursuant to a broker's price opinion.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
CURR_APP_VAL The current "as is" value of the property based on an 11 No commas(,)
appraisal. or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
CURRENT_FICO The current FICO score
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
HAZARD_CLAIM_FILED_DATE The date the Hazard Claim was filed with the Hazard 10 MM/DD/YYYY
Insurance Company.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
HAZARD_CLAIM_AMT The amount of the Hazard Insurance Claim filed. 11 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
HAZARD_CLAIM_PAID_DATE The date the Hazard Insurance Company disbursed the claim 10 MM/DD/YYYY
payment.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
HAZARD_CLAIM_PAID_AMT The amount the Hazard Insurance Company paid on the claim. 11 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
POOL_CLAIM_FILED_DATE The date the claim was filed with the Pool Insurance Company. 10 MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
POOL_CLAIM_AMT The amount of the claim filed with the Pool Insurance 11 No commas(,)
Company. or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
POOL_CLAIM_PAID_DATE The date the claim was settled and the check was issued by 10 MM/DD/YYYY
the Pool Insurer.
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
POOL_CLAIM_AMT_PAID The amount paid on the claim by the Pool Insurance Company. 11 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
FORECLOSURE_FLAG Y or N Text
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
BANKRUPTCY_FLAG Y or N Text
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
NOD_DATE MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
MI_CLAIM_DATE Date Mortgage Insurance is filed MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
NOI_DATE MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
ACTUAL_PAYMENT_PLAN_START_DATE MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
ACTUAL_PAYMENT_ PLAN_END_DATE
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
LIST_DATE MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
VACANCY/OCCUPANCY_STATUS The Occupancy status of the defaulted loan's collateral Text
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
ACTUAL_REO_START_DATE MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
SALES_PRICE Number
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
UPB_LIQUIDATION Outstanding Pricipal Balance of the loan upon Liquidation Number
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
REALIZED_LOSS/GAIN As defined in the Servicing Agreement Number
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
LIQUIDATION_PROCEEDS Number
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
PREPAYMENT_CHARGES_COLLECTED The amount of Prepayment Charges received Number
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
PREPAYMENT_CALCULATION The formula behind the prepayment charge Text
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
PAYOFF_DATE The date on which the loan was paid off MM/DD/YYYY
-------------------------------------- -------------------------------------------------------------- ----------- ----------------
Exhibit 2: Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as
follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: ▇▇▇▇▇ Fargo Bank will accept alternative Loss Mitigation Types to
those above, provided that they are consistent with industry standards. If
Loss Mitigation Types other than those above are used, the Servicer must
supply ▇▇▇▇▇ Fargo Bank with a description of each of the Loss Mitigation
Types prior to sending the file.
The Occupant Code field should show the current status of the property code
as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the
property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for
Delinquency as follows:
-------------------- ----------------------------------------------
Delinquency Code Delinquency Description
-------------------- ----------------------------------------------
001 FNMA-Death of principal mortgagor
-------------------- ----------------------------------------------
002 FNMA-Illness of principal mortgagor
-------------------- ----------------------------------------------
003 FNMA-Illness of mortgagor's family member
-------------------- ----------------------------------------------
004 FNMA-Death of mortgagor's family member
-------------------- ----------------------------------------------
005 FNMA-Marital difficulties
-------------------- ----------------------------------------------
006 FNMA-Curtailment of income
-------------------- ----------------------------------------------
007 FNMA-Excessive Obligation
-------------------- ----------------------------------------------
008 FNMA-Abandonment of property
-------------------- ----------------------------------------------
009 FNMA-Distant employee transfer
-------------------- ----------------------------------------------
011 FNMA-Property problem
-------------------- ----------------------------------------------
012 FNMA-Inability to sell property
-------------------- ----------------------------------------------
013 FNMA-Inability to rent property
-------------------- ----------------------------------------------
014 FNMA-Military Service
-------------------- ----------------------------------------------
015 FNMA-Other
-------------------- ----------------------------------------------
016 FNMA-Unemployment
-------------------- ----------------------------------------------
017 FNMA-Business failure
-------------------- ----------------------------------------------
019 FNMA-Casualty loss
-------------------- ----------------------------------------------
022 FNMA-Energy environment costs
-------------------- ----------------------------------------------
023 FNMA-Servicing problems
-------------------- ----------------------------------------------
026 FNMA-Payment adjustment
-------------------- ----------------------------------------------
027 FNMA-Payment dispute
-------------------- ----------------------------------------------
029 FNMA-Transfer of ownership pending
-------------------- ----------------------------------------------
030 FNMA-Fraud
-------------------- ----------------------------------------------
031 FNMA-Unable to contact borrower
-------------------- ----------------------------------------------
INC FNMA-Incarceration
-------------------- ----------------------------------------------
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as
follows:
------------------------ ---------------------------------------------
Status Code Status Description
------------------------ ---------------------------------------------
09 Forbearance
------------------------ ---------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ ---------------------------------------------
24 Government Seizure
------------------------ ---------------------------------------------
26 Refinance
------------------------ ---------------------------------------------
27 Assumption
------------------------ ---------------------------------------------
28 Modification
------------------------ ---------------------------------------------
29 Charge-Off
------------------------ ---------------------------------------------
30 Third Party Sale
------------------------ ---------------------------------------------
31 Probate
------------------------ ---------------------------------------------
32 Military Indulgence
------------------------ ---------------------------------------------
43 Foreclosure Started
------------------------ ---------------------------------------------
44 Deed-in-Lieu Started
------------------------ ---------------------------------------------
49 Assignment Completed
------------------------ ---------------------------------------------
61 Second Lien Considerations
------------------------ ---------------------------------------------
62 Veteran's Affairs-No Bid
------------------------ ---------------------------------------------
63 Veteran's Affairs-Refund
------------------------ ---------------------------------------------
64 Veteran's Affairs-Buydown
------------------------ ---------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ ---------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ ---------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ ---------------------------------------------
Exhibit H-2: Standard File Layout - Scheduled/Scheduled
---------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
---------------------------------------------------------------------------------------------------------------------
SER_INVESTOR_NBR A value assigned by the Servicer to Text up to 10 digits 20
define a group of loans.
---------------------------------------------------------------------------------------------------------------------
LOAN_NBR A unique identifier assigned to each loan Text up to 10 digits 10
by the investor.
---------------------------------------------------------------------------------------------------------------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
---------------------------------------------------------------------------------------------------------------------
BORROWER_NAME The borrower name as received in the Maximum length of 30 (Last, 30
file. It is not separated by first and First)
last name.
---------------------------------------------------------------------------------------------------------------------
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is ($)
expected to pay, P&I constant.
---------------------------------------------------------------------------------------------------------------------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
---------------------------------------------------------------------------------------------------------------------
NET_INT_RATE The loan gross interest rate less the 4 Max length of 6 6
service fee rate as reported by the
Servicer.
---------------------------------------------------------------------------------------------------------------------
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
---------------------------------------------------------------------------------------------------------------------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
---------------------------------------------------------------------------------------------------------------------
NEW_PAY_AMT The new loan payment amount as reported 2 No commas(,) or dollar signs 11
by the Servicer. ($)
---------------------------------------------------------------------------------------------------------------------
NEW_LOAN_RATE The new loan rate as reported by the 4 Max length of 6 6
Servicer.
---------------------------------------------------------------------------------------------------------------------
ARM_INDEX_RATE The index the Servicer is using to 4 Max length of 6 6
calculate a forecasted rate.
---------------------------------------------------------------------------------------------------------------------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance 2 No commas(,) or dollar signs 11
at the beginning of the processing cycle. ($)
---------------------------------------------------------------------------------------------------------------------
ACTL_END_PRIN_BAL The borrower's actual principal balance 2 No commas(,) or dollar signs 11
at the end of the processing cycle. ($)
---------------------------------------------------------------------------------------------------------------------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle MM/DD/YYYY 10
that the borrower's next payment is due
to the Servicer, as reported by Servicer.
---------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_1 The first curtailment amount to be 2 No commas(,) or dollar signs 11
applied. ($)
---------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
---------------------------------------------------------------------------------------------------------------------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
---------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_2 The second curtailment amount to be 2 No commas(,) or dollar signs 11
applied. ($)
---------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
---------------------------------------------------------------------------------------------------------------------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
---------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_3 The third curtailment amount to be 2 No commas(,) or dollar signs 11
applied. ($)
---------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
---------------------------------------------------------------------------------------------------------------------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
PIF_AMT The loan "paid in full" amount as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
---------------------------------------------------------------------------------------------------------------------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
---------------------------------------------------------------------------------------------------------------------
ACTION_CODE The standard FNMA numeric code used to Action Code Key: 2
indicate the default/delinquent status 15=Bankruptcy, 30=Foreclosure,
of a particular loan. 60=PIF, 63=Substitution,
65=Repurchase,70=REO
---------------------------------------------------------------------------------------------------------------------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
---------------------------------------------------------------------------------------------------------------------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, 2 No commas(,) or dollar signs 11
if applicable. ($)
---------------------------------------------------------------------------------------------------------------------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
---------------------------------------------------------------------------------------------------------------------
LOAN_LOSS_AMT The amount the Servicer is passing as a 2 No commas(,) or dollar signs 11
loss, if applicable. ($)
---------------------------------------------------------------------------------------------------------------------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal 2 No commas(,) or dollar signs 11
amount due at the beginning of the cycle ($)
date to be passed through to investors.
---------------------------------------------------------------------------------------------------------------------
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing ($)
cycle.
---------------------------------------------------------------------------------------------------------------------
SCHED_PRIN_AMT The scheduled principal amount as 2 No commas(,) or dollar signs 11
reported by the Servicer for the current ($)
cycle -- only applicable for
Scheduled/Scheduled Loans.
---------------------------------------------------------------------------------------------------------------------
SCHED_NET_INT The scheduled gross interest amount less 2 No commas(,) or dollar signs 11
the service fee amount for the current ($)
cycle as reported by the Servicer -- only
applicable for Scheduled/Scheduled Loans.
---------------------------------------------------------------------------------------------------------------------
ACTL_PRIN_AMT The actual principal amount collected by 2 No commas(,) or dollar signs 11
the Servicer for the current reporting ($)
cycle -- only applicable for
Actual/Actual Loans.
---------------------------------------------------------------------------------------------------------------------
ACTL_NET_INT The actual gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current ($)
reporting cycle as reported by the
Servicer -- only applicable for
Actual/Actual Loans.
---------------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ AMT The penalty amount received when a 2 No commas(,) or dollar signs 11
borrower prepays on his loan as reported ($)
by the Servicer.
---------------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the 2 No commas(,) or dollar signs 11
loan waived by the servicer. ($)
---------------------------------------------------------------------------------------------------------------------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
---------------------------------------------------------------------------------------------------------------------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
---------------------------------------------------------------------------------------------------------------------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
---------------------------------------------------------------------------------------------------------------------
Exhibit H-3: Realized Loss Calculation Information--▇▇▇▇▇ Fargo Bank, N.A., Form
332
Calculation of Realized Loss
Purpose
To provide the Servicer with a form for the calculation of any Realized Loss (or
gain) as a result of a Mortgage Loan having been foreclosed and Liquidated.
Distribution
The Servicer will prepare the form in duplicate and send the original together
with evidence of conveyance of title and appropriate supporting documentation to
the Master Servicer with the Monthly Accounting Reports which supports the
Mortgage Loan's removal from the Mortgage Loan Activity Report. The Servicer
will retain the duplicate for its own records.
Due Date
With respect to any liquidated Mortgage Loan, the form will be submitted to the
Master Servicer no later than the date on which statements are due to the Master
Servicer under Section 4.02 of this Agreement (the "Statement Date") in the
month following receipt of final liquidation proceeds and supporting
documentation relating to such liquidated Mortgage Loan; provided, that if such
Statement Date is not at least 30 days after receipt of final liquidation
proceeds and supporting documentation relating to such liquidated Mortgage Loan,
then the form will be submitted on the first Statement Date occurring after the
30th day following receipt of final liquidation proceeds and supporting
documentation.
Preparation Instructions
The numbers on the form correspond with the numbers listed below.
1. The actual Unpaid Principal Balance of the Mortgage Loan.
2. The Total Interest Due less the aggregate amount of servicing fee that
would have been earned if all delinquent payments had been made as agreed.
3-7. Complete as necessary. All line entries must be supported by copies of
appropriate statements, vouchers, receipts, canceled checks, etc., to
document the expense. Entries not properly documented will not be
reimbursed to the Servicer.
8. Accrued Servicing Fees based upon the Scheduled Principal Balance of the
Mortgage Loan as calculated on a monthly basis.
10. The total of lines 1 through 9.
Credits
11-17. Complete as necessary. All line entries must be supported by copies of
the appropriate claims forms, statements, payment checks, etc. to document
the credit. If the Mortgage Loan is subject to a Bankruptcy Deficiency, the
difference between the Unpaid Principal Balance of the Note prior to the
Bankruptcy Deficiency and the Unpaid Principal Balance as reduced by the
Bankruptcy Deficiency should be input on line 16.
18. The total of lines 11 through 17.
Total Realized Loss (or Amount of Any Gain)
19. The total derived from subtracting line 18 from 10. If the amount
represents a realized gain, show the amount in parenthesis ( ).
▇▇▇▇▇ FARGO BANK, N.A.
CALCULATION OF REALIZED LOSS
▇▇▇▇▇ FARGO BANK, N.A. Trust: ___________________________
Prepared by: ________________ Date: _______________
Phone: ______________________
Servicer Loan No. Servicer Name Servicer Address
▇▇▇▇▇ FARGO BANK, N.A.
Loan No._____________________________
Borrower's Name:________________________________________________________
Property
Address:________________________________________________________________
Liquidation and Acquisition Expenses:
Actual Unpaid Principal Balance of Mortgage Loan $________________(1)
Interest accrued at Net Rate ________________(2)
Attorney's Fees ________________(3)
Taxes ________________(4)
Property Maintenance ________________(5)
MI/Hazard Insurance Premiums ________________(6)
Hazard Loss Expenses ________________(7)
Accrued Servicing Fees ________________(8)
Other (itemize) ________________(9)
$___________________
Total Expenses $_______________(10)
Credits:
Escrow Balance $_______________(11)
HIP Refund _______________(12)
Rental Receipts _______________(13)
Hazard Loss Proceeds _______________(14)
Primary Mortgage Insurance Proceeds _______________(15)
Proceeds from Sale of Acquired Property _______________(16)
Other (itemize) _______________(17)
________________
________________
Total Credits $_______________(18)
Total Realized Loss (or Amount of Gain) $_______________
APPENDIX I
Articles IV and V of the Master Mortgage Loan Purchase and Servicing Agreement
[Attached hereto]
ARTICLE IV.
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01 Countrywide to Act as Servicer.............................. 25
Section 4.02 Collection of Mortgage Loan Payments........................ 26
Section 4.03 Realization Upon Defaulted Mortgage Loans................... 27
Section 4.04 Establishment of Custodial Accounts; Deposits
in Custodial Accounts.................................... 28
Section 4.05 Permitted Withdrawals From the Custodial Account............ 29
Section 4.06 Establishment of Escrow Accounts; Deposits in
Escrow Accounts.......................................... 30
Section 4.07 Permitted Withdrawals From Escrow Account................... 30
Section 4.08 Transfer of Accounts........................................ 31
Section 4.09 Payment of Taxes, Insurance and Other Charges;
Maintenance of PMI Policies; Collections Thereunder...... 31
Section 4.10 Maintenance of Hazard Insurance............................. 32
Section 4.11 Business Continuity Plan/Disaster Recovery.................. 32
Section 4.12 Fidelity Bond; Errors and Omissions Insurance............... 33
Section 4.13 Title, Management and Disposition of REO Property........... 33
Section 4.14 Notification of Adjustments................................. 34
Section 4.15 Notification of Maturity Date............................... 34
Section 4.16 Assumption Agreements....................................... 35
Section 4.17 Satisfaction of Mortgages and Release of Collateral Files... 35
Section 4.18 Servicing Compensation...................................... 36
i
ARTICLE V.
PROVISIONS OF PAYMENTS AND REPORTS TO PURCHASER
Section 5.01 Distributions............................................... 37
Section 5.02 Periodic Reports to the Purchaser........................... 38
Section 5.03 Monthly Advances by Countrywide............................. 38
Section 5.04 Annual Statement as to Compliance........................... 39
Section 5.05 Annual Independent Certified Public Accountants'
Servicing Report......................................... 39
Section 5.06 Purchaser's Access to Countrywide's Records................. 39
Section 5.07 Compliance with REMIC Provisions............................ 40
ARTICLE IV.
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
SECTION 4.01 COUNTRYWIDE TO ACT AS SERVICER.
Countrywide, as independent contract servicer, shall service and administer
Mortgage Loans sold pursuant to this Agreement in accordance with the Accepted
Servicing Practices and the terms of this Agreement and shall have full power
and authority, acting alone, to do or cause to be done any and all things, in
connection with such servicing and administration, that Countrywide may deem
necessary or desirable and consistent with the terms of this Agreement. In
servicing and administering the Mortgage Loans, Countrywide shall employ
procedures in accordance with the customary and usual standards of practice of
prudent mortgage servicers. Notwithstanding anything to the contrary contained
herein, in servicing and administering Government Mortgage Loans, Countrywide
shall not take, or fail to take, any action that would result in the denial of
coverage under any LGC or MIC, as applicable. Without limiting the generality of
the foregoing, with respect to any Government Mortgage Loan, Countrywide shall
25
be permitted to deviate from the servicing practices set forth herein if such
deviation would be consistent with the servicing practices employed in
connection with any similar mortgage loan constituting a part of a GNMA
mortgage-backed security.
In accordance with the terms of this Agreement, Countrywide may waive,
modify or vary any term of any Mortgage Loan or consent to the postponement of
strict compliance with any such term or in any manner grant indulgence to any
Mortgagor if in Countrywide's reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially adverse to the
Purchaser; provided, however, that Countrywide shall not permit any
modification, waiver, or forbearance with respect to any Mortgage Loan that
would decrease the Mortgage Interest Rate (other than by adjustments required by
the terms of the Mortgage Note), result in the denial of coverage under a PMI
Policy, LGC or MIC, defer or forgive the payment of any principal or interest
payments, reduce the outstanding principal amount (except for actual payments of
principal), make future advances or extend the final maturity date on such
Mortgage Loan without the Purchaser's consent or otherwise constitute a
"significant modification" within the meaning of Treasury Regulations Section
1.860G-2(b). Countrywide may permit forbearance or allow for suspension of
Monthly Payments for up to one hundred twenty (120) days if the Mortgagor is in
default or Countrywide determines in its reasonable discretion, that default is
imminent and if Countrywide determines that granting such forbearance or
suspension is in the best interest of the Purchaser. If any modification,
forbearance or suspension permitted hereunder allows the deferral of interest or
principal payments on any Mortgage Loan, Countrywide shall include in each
remittance for any month in which any such principal or interest payment has
been deferred (without giving effect to such modification, forbearance or
suspension) an amount equal to such month's principal and one (1) month's
interest at the Mortgage Loan Remittance Rate on the then unpaid principal
balance of the Mortgage Loan and shall be entitled to reimbursement for such
advances only to the same extent as for Monthly Advances made pursuant to
Section 5.03. Countrywide shall notify the Purchaser, in writing, of any
modification, waiver, forbearance or amendment of any term of any Mortgage Loan
and the date thereof, and shall deliver to the Purchaser (or, at the direction
of the Purchaser, the Custodian) for deposit in the related Mortgage File, an
original counterpart of the agreement relating to such modification, waiver,
forbearance or amendment, promptly (and in any event within thirty (30) days)
following the execution thereof; provided, however, that if any such
modification, waiver, forbearance or amendment is required by applicable law to
be recorded, Countrywide (i) shall deliver to the Purchaser a copy thereof and
(ii) shall deliver to the Purchaser such document, with evidence of recordation
upon receipt thereof from the public recording office.
Without limiting the generality of the foregoing, Countrywide shall
continue, and is hereby authorized and empowered to execute and deliver on
behalf of itself and the Purchaser, all instruments of satisfaction or
cancellation, or of partial or full release, discharge and all other comparable
instruments, with respect to the Mortgage Loans and with respect to the
Mortgaged Property. If reasonably required by Countrywide, the Purchaser shall
furnish Countrywide with any powers of attorney and other documents necessary or
appropriate to enable Countrywide to carry out its servicing and administrative
duties under this Agreement.
SECTION 4.02 COLLECTION OF MORTGAGE LOAN PAYMENTS.
Countrywide shall make reasonable efforts, in accordance with the Accepted
Servicing Practices and this Agreement, to collect all payments due under each
Mortgage Loan and shall
26
exercise reasonable care in ascertaining and estimating Escrow Payments and all
other charges that will become due and payable with respect to the Mortgage Loan
and Mortgaged Property.
SECTION 4.03 REALIZATION UPON DEFAULTED MORTGAGE LOANS.
(a) Foreclosure. In accordance with Accepted Servicing Practices,
Countrywide shall use reasonable efforts to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments. Countrywide
shall use reasonable efforts to realize upon defaulted Mortgage Loans, in such
manner as will maximize the receipt of principal and interest by the Purchaser,
taking into account, among other things, the timing of foreclosure proceedings.
The foregoing is subject to the provisions that, in any case in which Mortgaged
Property shall have suffered damage, Countrywide shall not be required to expend
its own funds toward the restoration of such property unless it shall determine
in its discretion (i) that such restoration will increase the proceeds of
liquidation of the related Mortgage Loan to the Purchaser after reimbursement to
itself for such expenses, and (ii) that such expenses will be recoverable by
Countrywide through PMI Proceeds, Government Insurance Proceeds, Other Insurance
Proceeds or Liquidation Proceeds from the related Mortgaged Property.
Countrywide shall notify the Purchaser in writing of the commencement of
foreclosure proceedings. Such notice may be contained in the reports prepared by
Countrywide and delivered to the Purchaser pursuant to the terms and conditions
of this Agreement. Countrywide shall be responsible for all costs and expenses
incurred by it in any foreclosure proceedings; provided, however, that it shall
be entitled to reimbursement thereof from proceeds from the related Mortgaged
Property.
Notwithstanding anything to the contrary contained herein, in connection
with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event
Countrywide has reasonable cause to believe that a Mortgaged Property is
contaminated by hazardous or toxic substances or wastes, or if the Purchaser
otherwise requests an environmental inspection or review of such Mortgaged
Property, such an inspection or review is to be conducted by a qualified
inspector. The cost for such inspection or review shall be borne by the
Purchaser. Upon completion of the inspection or review, Countrywide shall
promptly provide the Purchaser with a written report of the environmental
inspection.
After reviewing the environmental inspection report, the Purchaser shall
determine how Countrywide shall proceed with respect to the Mortgaged Property.
In the event (a) the environmental inspection report indicates that the
Mortgaged Property is contaminated by hazardous or toxic substances or wastes
and (b) the Purchaser directs Countrywide to proceed with foreclosure or
acceptance of a deed in lieu of foreclosure, Countrywide shall be reimbursed for
all reasonable costs associated with such foreclosure or acceptance of a deed in
lieu of foreclosure and any related environmental clean up costs, as applicable,
from the related Liquidation Proceeds, or if the Liquidation Proceeds are
insufficient to fully reimburse Countrywide, Countrywide shall be entitled to be
reimbursed from amounts in the Custodial Account pursuant to Section 4.05
hereof. In the event the Purchaser directs Countrywide not to proceed with
foreclosure or acceptance of a deed in lieu of foreclosure, Countrywide shall be
reimbursed for all Servicing Advances made with respect to the related Mortgaged
Property from the Custodial Account pursuant to Section 4.05 hereof.
27
SECTION 4.04 ESTABLISHMENT OF CUSTODIAL ACCOUNTS; DEPOSITS IN CUSTODIAL
ACCOUNTS.
Countrywide shall segregate and hold all funds collected and received
pursuant to each Mortgage Loan separate and apart from any of its own funds and
general assets and shall establish and maintain one (1) or more Custodial
Accounts, in the form of time deposit or demand accounts, titled "[Countrywide],
in trust for Banc of America Mortgage Capital Corporation and/or subsequent
purchasers of Mortgage Loans - P&I." Countrywide shall provide the Purchaser
with written evidence of the creation of such Custodial Account(s) upon the
request of the Purchaser.
Countrywide shall deposit in the Custodial Account within two (2) Business
Days, and retain therein, the following payments and collections received or
made by it subsequent to the Cut-off Date, or received by it prior to the
Cut-off Date but allocable to a period subsequent thereto, other than in respect
of principal and interest on the Mortgage Loans due on or before the Cut-off
Date:
(a) all payments on account of principal, including Principal Prepayments,
on the Mortgage Loans;
(b) all payments on account of interest on the Mortgage Loans, adjusted to
the Mortgage Loan Remittance Rate;
(c) all proceeds from a Cash Liquidation;
(d) all PMI Proceeds, Government Insurance Proceeds and Other Insurance
Proceeds, including amounts required to be deposited pursuant to Sections 4.08
and 4.10, other than proceeds to be applied to the restoration or repair of the
Mortgaged Property or released to the Mortgagor in accordance with the Accepted
Servicing Practices, the loan documents or applicable law;
(e) all Condemnation Proceeds affecting any Mortgaged Property that are not
released to the Mortgagor in accordance with the Accepted Servicing Practices,
the loan documents or applicable law;
(f) all Monthly Advances;
(g) all proceeds of any Mortgage Loan repurchased in accordance with
Section 3.03 or 3.04, and any amount required to be deposited by Countrywide in
connection with any shortfall in principal amount of the Qualified Substitute
Mortgage Loans and the repurchased Mortgage Loans as required pursuant to
Section 3.03;
(h) any amounts required to be deposited by Countrywide pursuant to Section
4.10 in connection with the deductible clause in any blanket hazard insurance
policy (such deposit shall be made from Countrywide's own funds, without
reimbursement therefor);
(i) the Prepayment Interest Shortfall Amount, if any, for the month of
distribution (such deposit shall be made from Countrywide's own funds, without
reimbursement therefor up to a maximum amount per month equal to the lesser of
(a) one-twelfth of the product of (i) the Servicing Fee Rate and (ii) the Stated
Principal Balance of such Mortgage Loans, or (b) the aggregate Servicing Fee
actually received for such month for the Mortgage Loans); and
28
(j) any amounts required to be deposited by Countrywide in connection with
any REO Property pursuant to Section 4.13.
The foregoing requirements for deposit in the Custodial Account are
exclusive. The Purchaser understands and agrees that, without limiting the
generality of the foregoing, payments in the nature of late payment charges,
prepayment penalties and assumption fees (to the extent permitted by Section
4.16) need not be deposited by Countrywide in the Custodial Account. Any
interest paid by the depository institution on funds deposited in the Custodial
Account shall accrue to the benefit of Countrywide and Countrywide shall be
entitled to retain and withdraw such interest from the Custodial Account
pursuant to Section 4.05(d). All funds required to be deposited in the Custodial
Account shall be held in trust for the Purchaser until withdrawn in accordance
with Section 4.05.
SECTION 4.05 PERMITTED WITHDRAWALS FROM THE CUSTODIAL ACCOUNT.
Countrywide may, from time to time, withdraw funds from the Custodial
Account for the following purposes:
(a) to make payments to the Purchaser in the amounts and in the manner
provided for in Sections 5.01 and 5.03;
(b) to reimburse itself for Monthly Advances (Countrywide's reimbursement
for Monthly Advances shall be limited to amounts received on the related
Mortgage Loan (or to amounts received on the Mortgage Loans as a whole if the
Monthly Advance is made due to a shortfall in a Monthly Payment made by a
Mortgagor entitled to relief under the Soldiers' and Sailors' Civil Relief Act
of 1940) which represent Late Collections, net of the related Servicing Fee and
LPMI Fee, if applicable. Countrywide's right to reimbursement hereunder shall be
prior to the rights of the Purchaser, except that, where Countrywide is required
to repurchase a Mortgage Loan pursuant to Sections 3.03 or 3.04 or Countrywide
is required to remit a sum pursuant to the applicable provision of Section 4.17,
Countrywide's right to such reimbursement shall be subsequent to the payment to
the Purchaser of the Repurchase Price and all other amounts required to be paid
to the Purchaser with respect to such Mortgage Loans. Notwithstanding the
foregoing, Countrywide may reimburse itself for Monthly Advances from any funds
in the Custodial Account if it has determined that such funds are nonrecoverable
advances or if all funds, with respect to the related Mortgage Loan, have
previously been remitted to the Purchaser);
(c) to reimburse itself for unreimbursed Servicing Advances and any unpaid
Servicing Fees (Countrywide's reimbursement for Servicing Advances and/or
Servicing Fees hereunder with respect to any Mortgage Loan shall be limited to
proceeds from Cash Liquidation, Liquidation Proceeds, Condemnation Proceeds, PMI
Proceeds, Government Insurance Proceeds and Other Insurance Proceeds; provided,
however, that Countrywide may reimburse itself for Servicing Advances and
Servicing Fees from any funds in the Custodial Account if all funds, with
respect to the related Mortgage Loan, have previously been remitted to the
Purchaser. Notwithstanding the foregoing, with respect to each Government
Mortgage Loan, Countrywide shall not be entitled to reimbursement of any
Servicing Advances that constitute losses and expenses for which an issuer of
GNMA securities would be responsible, pursuant to Chapter 4 of the GNMA Handbook
5500.2, if such Government Mortgage Loan had been included in a GNMA security);
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(d) to pay to itself as servicing compensation (i) any interest earned on
funds in the Custodial Account (all such interest to be withdrawn monthly not
later than each Remittance Date), and (ii) the Servicing Fee and the LPMI Fee,
if applicable, from that portion of any payment or recovery of interest on a
particular Mortgage Loan;
(e) to pay to itself, with respect to each Mortgage Loan that has been
repurchased pursuant to Section 3.03 or 3.04, all amounts received but not
distributed as of the date on which the related Repurchase Price is determined;
(f) to reimburse itself for any amounts deposited in the Custodial Account
in error; and
(g) to clear and terminate the Custodial Account upon the termination of
this Agreement.
SECTION 4.06 ESTABLISHMENT OF ESCROW ACCOUNTS; DEPOSITS IN ESCROW ACCOUNTS.
Countrywide shall segregate and hold all funds collected and received
pursuant to each Mortgage Loan which constitute Escrow Payments separate and
apart from any of its own funds and general assets and shall establish and
maintain one (1) or more Escrow Accounts in the form of time deposit or demand
accounts, which accounts shall be Eligible Accounts, titled "[Countrywide], in
trust for Banc of America Mortgage Capital Corporation and/or subsequent
purchasers of Mortgage Loans and various mortgagors - T&I." Countrywide shall
provide the Purchaser with written evidence of the creation of such Escrow
Account(s) upon the request of the Purchaser.
Countrywide shall deposit in the Escrow Account(s) within two (2) Business
Days, and retain therein, (a) all Escrow Payments collected on account of the
Mortgage Loans, and (b) all Other Insurance Proceeds that are to be applied to
the restoration or repair of any Mortgaged Property. Countrywide shall make
withdrawals therefrom only to effect such payments as are required under this
Agreement, and for such other purposes in accordance with Section 4.07.
Countrywide shall be entitled to retain any interest paid by the depository
institution on funds deposited in the Escrow Account except interest on escrowed
funds required by law to be paid to the Mortgagor. Countrywide shall pay
Mortgagor interest on the escrowed funds at the rate required by law
notwithstanding that the Escrow Account is non-interest bearing or the interest
paid by the depository institution thereon is insufficient to pay the Mortgagor
interest at the rate required by law.
SECTION 4.07 PERMITTED WITHDRAWALS FROM ESCROW ACCOUNT.
Countrywide may, from time to time, withdraw funds from the Escrow
Account(s) for the following purposes: (a) to effect timely payments of ground
rents, taxes, assessments, water rates, mortgage insurance premiums, PMI Policy
premiums, if applicable, and comparable items; (b) to reimburse Countrywide for
any Servicing Advance made by Countrywide with respect to a related Mortgage
Loan; provided, however, that such reimbursement shall only be made from amounts
received on the related Mortgage Loan that represent late payments or
collections of Escrow Payments thereunder; (c) to refund to the Mortgagor any
funds as may be determined to be overages; (d) for transfer to the Custodial
Account in accordance with the terms of this Agreement; (e) for application to
restoration or repair of the Mortgaged Property; (f) to pay to Countrywide, or
to the Mortgagors to the extent required by law, any interest paid on the funds
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deposited in the Escrow Account; (g) to reimburse itself for any amounts
deposited in the Escrow Account in error; or (h) to clear and terminate the
Escrow Account on the termination of this Agreement.
SECTION 4.08 TRANSFER OF ACCOUNTS.
Countrywide may transfer the Custodial Account or the Escrow Account to a
different depository institution from time to time provided that such Custodial
Account and Escrow Account shall at all times be Eligible Accounts. Countrywide
shall notify the Purchaser of any such transfer within five (5) days thereafter.
SECTION 4.09 PAYMENT OF TAXES, INSURANCE AND OTHER CHARGES; MAINTENANCE OF
PMI POLICIES; COLLECTIONS THEREUNDER.
With respect to each Mortgage Loan, Countrywide shall maintain accurate
records reflecting the status of (a) ground rents, taxes, assessments, water
rates and other charges that are or may become a lien upon the Mortgaged
Property; (b) primary mortgage insurance premiums; (c) with respect to Mortgage
Loans insured by the FHA, mortgage insurance premiums, and (d) fire and hazard
insurance premiums. Countrywide shall obtain, from time to time, all bills for
the payment of such charges, including renewal premiums, and shall effect
payment thereof prior to the applicable penalty or termination date and at a
time appropriate for securing maximum discounts allowable using Escrow Payments
which shall have been estimated and accumulated by Countrywide in amounts
sufficient for such purposes. To the extent that the Mortgage does not provide
for Escrow Payments, Countrywide shall determine that any such payments are made
by the Mortgagor at the time they first become due. Countrywide assumes full
responsibility for the timely payment of all such bills and shall effect timely
payments of all such bills, irrespective of the Mortgagor's faithful performance
in the payment of same or the making of the Escrow Payments, and shall make
advances from its own funds to effect such payments.
Countrywide will maintain in full force and effect, a PMI Policy conforming
in all respects to the description set forth in Section 3.02(v), issued by an
insurer described in that Section, with respect to each Mortgage Loan for which
such coverage is herein required. Such coverage will be maintained until the LTV
or the Updated LTV of the related Mortgage Loan is reduced to 80% or less in the
case of a Mortgage Loan having a LTV at origination in excess of 80%.
Countrywide will not cancel or refuse to renew any PMI Policy in effect on the
Closing Date that is required to be kept in force under this Agreement unless a
replacement PMI Policy is obtained from and maintained with an insurer that is
approved by an Agency. Countrywide shall not take any action that would result
in non-coverage under any applicable PMI Policy of any loss that, but for the
actions of Countrywide, would have been covered thereunder. In connection with
any assumption or substitution agreement entered into or to be entered into
pursuant to Section 4.16, Countrywide shall promptly notify the insurer under
the related PMI Policy, if any, of such assumption or substitution of liability
in accordance with the terms of such policy and shall take all actions that may
be required by such insurer as a condition to the continuation of coverage under
the PMI Policy. If such PMI Policy is terminated as a result of such assumption
or substitution of liability, Countrywide shall obtain a replacement PMI Policy
as provided above.
Unless otherwise provided in the related Purchase Confirmation, no Mortgage
Loan has in effect as of the Closing Date any mortgage pool insurance policy or
other credit enhancement, except for any PMI Policy, MIC or LGC and the
insurance or guarantee relating thereto, as
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applicable (excluding such exception, the "Credit Enhancement"), and Countrywide
shall not be required to take into consideration the existence of any such
Credit Enhancement for the purposes of performing its servicing obligations
hereunder. If the Purchaser shall at any time after the related Closing Date
notify Countrywide in writing of its desire to obtain any such Credit
Enhancement, the Purchaser and Countrywide shall thereafter negotiate in good
faith for the procurement and servicing of such Credit Enhancement.
SECTION 4.10 MAINTENANCE OF HAZARD INSURANCE.
Countrywide shall cause to be maintained, for each Mortgage Loan, fire and
hazard insurance with extended coverage as is customary in the area where the
Mortgaged Property is located in an amount that is equal to the lesser of (a)
the maximum insurable value of the improvements securing such Mortgage Loan or
(b) the greater of (i) the unpaid principal balance of the Mortgage Loan, and
(ii) the percentage such that the proceeds thereof shall be sufficient to
prevent the Mortgagor and/or the Mortgagee from becoming a co-insurer. In the
event a hazard insurance policy shall be in danger of being terminated, or in
the event the insurer shall cease to be acceptable to an Agency, Countrywide
shall notify the Purchaser and the related Mortgagor, and shall use its best
efforts, as permitted by applicable law, to assure that a replacement hazard
insurance policy substantially and materially similar in all respects to the
original policy is obtained from a qualified insurer. If the Mortgaged Property
is in an area identified in the Federal Register by the Flood Emergency
Management Agency as having special flood hazards and such flood insurance has
been made available, Countrywide shall cause to be maintained a flood insurance
policy meeting the requirements of the current guidelines of the National Flood
Insurance Administration program (or any successor thereto) with a generally
acceptable insurance carrier and with coverage in an amount not less than the
lesser of (x) the unpaid principal balance of the Mortgage Loan; (y) full
replacement value of the improvements which are a part of the Mortgaged
Property; or (z) the maximum amount of insurance which is available under the
National Flood Insurance Reform Act of 1994. Countrywide shall also maintain on
REO Property, (1) fire and hazard insurance with extended coverage in an amount
that is not less than the maximum insurable value of the improvements that are a
part of such property; (2) liability insurance; and (3) to the extent required
and available under the National Flood Insurance Reform Act of 1994, flood
insurance in an amount as provided above. Countrywide shall deposit in the
Custodial Account all amounts collected under any such policies except (A)
amounts to be deposited in the Escrow Account and applied to the restoration or
repair of the Mortgaged Property or REO Property and (B) amounts to be released
to the Mortgagor in accordance with the Accepted Servicing Practices. The
Purchaser understands and agrees that no earthquake or other additional
insurance on property acquired in respect of the Mortgage Loan shall be
maintained by Countrywide or Mortgagor. All policies required hereunder shall be
endorsed with standard mortgagee clauses with loss payable to Countrywide and
shall provide for at least thirty (30) days prior written notice to Countrywide
of any cancellation, reduction in the amount of coverage or material change in
coverage. Countrywide shall not interfere with the Mortgagor's freedom of choice
in selecting either the insurance carrier or agent; provided, however, that
Countrywide shall only accept insurance policies from insurance companies
acceptable to an Agency and licensed to do business in the state wherein the
property subject to the policy is located.
SECTION 4.11 BUSINESS CONTINUITY PLAN/DISASTER RECOVERY.
Countrywide shall establish and maintain contingency plans, recovery plans
and proper risk controls to ensure Countrywide's continued performance under
this Agreement. The plans
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must be in place within thirty (30) calendar days after the Closing Date of this
Agreement and shall include, but not be limited to, testing, control functions,
accountability and corrective actions to be implemented, if necessary.
Countrywide agrees to make copies or summaries of the plans available to the
Purchaser or its regulators upon request.
SECTION 4.12 FIDELITY BOND; ERRORS AND OMISSIONS INSURANCE.
Countrywide shall maintain, at its own expense, a blanket Fidelity Bond and
an errors and omissions insurance policy with responsible companies, with broad
coverage of all officers, employees or other persons acting in any capacity with
regard to the Mortgage Loan who handle funds, money, documents or papers
relating to the Mortgage Loan. The Fidelity Bond and errors and omissions
insurance shall be in the form of the Mortgage Banker's Blanket Bond and shall
protect and insure Countrywide against losses, including forgery, theft,
embezzlement, fraud, errors and omissions and negligent acts of its officers,
employees and agents. Such Fidelity Bond shall also protect and insure
Countrywide against losses in connection with the failure to maintain any
insurance policies required pursuant to this Agreement and the release or
satisfaction of a Mortgage Loan without having obtained payment in full of the
indebtedness secured thereby. No provision of this Section 4.12 shall diminish
or relieve Countrywide from its duties and obligations as set forth in this
Agreement. The minimum coverage under any such Fidelity Bond and errors and
omissions insurance policy shall be at least equal to the corresponding amounts
required by an Agency for an approved seller/servicer.
SECTION 4.13 TITLE, MANAGEMENT AND DISPOSITION OF REO PROPERTY.
(a) Title. In the event that title to the Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be taken in the name of Countrywide for the benefit of the Purchaser, or
in the event the Purchaser is not authorized or permitted to hold title to real
property in the state where the REO Property is located, or would be adversely
affected under the "doing business" or tax laws of such state by so holding
title, the deed or certificate of sale shall be taken in the name of such
Person(s) as shall be consistent with an Opinion of Counsel obtained by
Countrywide from an attorney duly licensed to practice law in the state where
the REO Property is located. Any Person(s) holding such title other than the
Purchaser shall acknowledge in writing that such title is being held as nominee
for the benefit of the Purchaser.
(b) Management. Countrywide shall either itself or through an agent
selected by Countrywide, manage, conserve, protect and operate each REO Property
in the same manner that it manages, conserves, protects and operates other
foreclosed property for its own account. Countrywide shall cause each REO
Property to be inspected promptly upon the acquisition of title thereto and
shall cause each REO Property to be inspected at least annually thereafter or
more frequently as required by the circumstances. Countrywide shall make or
cause to be made a written report of each such inspection. Such reports shall be
retained in the Credit File and copies thereof shall be forwarded by Countrywide
to the Purchaser within five (5) days of the Purchaser's request therefor.
Countrywide shall promptly attempt to sell the REO Property (and may temporarily
rent the same) on such terms and conditions as Countrywide deems to be in the
best interest of the Purchaser. Countrywide shall deposit, or cause to be
deposited, within two (2) Business Days of receipt, in the Custodial Account all
revenues received with respect to each REO Property and shall withdraw therefrom
funds necessary for the proper operation, management and maintenance of each REO
Property, including the cost of maintaining any hazard insurance pursuant to
Section 4.10 hereof and the fees of any managing agent acting on
33
behalf of Countrywide. Notwithstanding anything contained in this Agreement to
the contrary, upon written notice to Countrywide, the Purchaser may elect to
assume the management and control of any REO Property; provided, however, that
prior to giving effect to such election, the Purchaser shall reimburse
Countrywide for all previously unreimbursed or unpaid Monthly Advances,
Servicing Advances and Servicing Fees related to such REO Property.
(c) Disposition. Subject to the following paragraph, Countrywide shall use
reasonable efforts to dispose of each REO Property as soon as possible and shall
sell each REO Property no later than one (1) year after title to such REO
Property has been obtained, unless Countrywide determines, and gives an
appropriate notice to the Purchaser, that a longer period is necessary for the
orderly disposition of any REO Property. If a period longer than one (1) year is
necessary to sell any REO Property, Countrywide shall, if requested by the
Purchaser, report monthly to the Purchaser as to the progress being made in
selling such REO Property.
Each REO Disposition shall be carried out by Countrywide at such price and
upon such terms and conditions as Countrywide deems to be in a manner that
maximizes the net present value of the recovery to the Purchaser. If, as of the
date title to any REO Property was acquired by Countrywide, there were
outstanding unreimbursed Servicing Advances, Monthly Advances or Servicing Fees
with respect to the REO Property or the related Mortgage Loan, Countrywide, upon
an REO Disposition of such REO Property, shall be entitled to reimbursement for
any related unreimbursed Servicing Advances, Monthly Advances and Servicing Fees
from proceeds received in connection with such REO Disposition. The proceeds
from the REO Disposition, net of any payment to Countrywide as provided above,
shall be deposited in the Custodial Account and distributed to the Purchaser in
accordance with Section 5.01.
SECTION 4.14 NOTIFICATION OF ADJUSTMENTS.
With respect to each Adjustable Rate Mortgage Loan, Countrywide shall
adjust the Mortgage Interest Rate on the related Interest Adjustment Date and
shall adjust the Monthly Payment on the related Payment Adjustment Date in
compliance with the requirements of applicable law and the related Mortgage and
Mortgage Note. If, pursuant to the terms of the Mortgage Note, another index is
selected for determining the Mortgage Interest Rate because the original index
is no longer available, the same index will be used with respect to each
Mortgage Note which requires a new index to be selected, provided that such
selection does not conflict with the terms of the related Mortgage Note.
Countrywide shall execute and deliver any and all necessary notices required
under applicable law and the terms of the related Mortgage Note and Mortgage
regarding the Mortgage Interest Rate and the Monthly Payment adjustments.
Countrywide shall promptly, upon written request therefor, deliver to the
Purchaser such notifications and any additional applicable data regarding such
adjustments and the methods used to calculate and implement such adjustments.
Upon the discovery by Countrywide or the Purchaser that Countrywide has failed
to adjust a Mortgage Interest Rate or a Monthly Payment pursuant to the terms of
the related Mortgage Note and Mortgage, Countrywide shall immediately deposit in
the Custodial Account, from its own funds, the amount of any interest loss
caused the Purchaser thereby without reimbursement therefor.
SECTION 4.15 NOTIFICATION OF MATURITY DATE.
With respect to each Balloon Mortgage Loan, Countrywide shall execute and
deliver to the Mortgagor any and all necessary notices required under applicable
law and the terms of the related Mortgage Note and Mortgage regarding the
maturity date and final balloon payment.
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SECTION 4.16 ASSUMPTION AGREEMENTS.
Countrywide shall, to the extent it has knowledge of any conveyance or
prospective conveyance by any Mortgagor of the Mortgaged Property (whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains or is to remain liable under the Mortgage Note and/or the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage Loan under any
"due-on-sale" clause to the extent permitted by law; provided, however, that
Countrywide shall not exercise any such right if prohibited from doing so by law
or the terms of the Mortgage Note or if the exercise of such right would impair
or threaten to impair any recovery under the related PMI Policy, if any. If
Countrywide reasonably believes it is unable under applicable law to enforce
such "due-on-sale" clause, Countrywide shall enter into an assumption agreement
with the Person to whom the Mortgaged Property has been conveyed or is proposed
to be conveyed, pursuant to which such Person becomes liable under the Mortgage
Note and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon. Where an assumption is allowed pursuant to this Section 4.16,
the Purchaser authorizes Countrywide, with the prior written consent of the
primary mortgage insurer, if any, to enter into a substitution of liability
agreement with the Person to whom the Mortgaged Property has been conveyed or is
proposed to be conveyed pursuant to which the original Mortgagor is released
from liability and such Person is substituted as Mortgagor and becomes liable
under the related Mortgage Note. Any such substitution of liability agreement
shall be in lieu of an assumption agreement.
In connection with any such assumption or substitution of liability,
Countrywide shall follow the underwriting practices and procedures employed by
Countrywide for mortgage loans originated by Countrywide for its own account in
effect at the time such assumption or substitution is made. With respect to an
assumption or substitution of liability, the Mortgage Interest Rate borne by the
related Mortgage Note, the term of the Mortgage Loan and the outstanding
principal amount of the Mortgage Loan shall not be changed. Countrywide shall
notify the Purchaser that any such substitution of liability or assumption
agreement has been completed by forwarding to the Purchaser or its designee the
original of any such substitution of liability or assumption agreement, which
document shall be added to the related Collateral File and shall, for all
purposes, be considered a part of such Collateral File to the same extent as all
other documents and instruments constituting a part thereof.
Notwithstanding anything to the contrary contained herein, Countrywide
shall not be deemed to be in default, breach or any other violation of its
obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or any assumption that Countrywide may be restricted by law
from preventing, for any reason whatsoever. For purposes of this Section 4.16,
the term "assumption" is deemed to also include a sale of the Mortgaged Property
subject to the Mortgage that is not accompanied by an assumption or substitution
of liability agreement.
SECTION 4.17 SATISFACTION OF MORTGAGES AND RELEASE OF COLLATERAL FILES.
Upon the payment in full of any Mortgage Loan, or the receipt by
Countrywide of a notification that payment in full will be escrowed in a manner
customary for such purposes, Countrywide shall immediately notify the Purchaser.
Such notice shall include a statement to the effect that all amounts received or
to be received in connection with such payment, which are required to be
deposited in the Custodial Account pursuant to Section 4.04, have been or will
be so deposited and shall request delivery to it of the portion of the
Collateral File held by the
35
Purchaser or the Custodian. Upon receipt of such notice and request, the
Purchaser, or its designee, shall within five (5) Business Days release or cause
to be released to Countrywide the related Collateral Documents and Countrywide
shall prepare and process any satisfaction or release. In the event that the
Purchaser fails to release or cause to be released to Countrywide the related
Collateral Documents within five (5) Business Days of Countrywide's request
therefor, the Purchaser shall be liable to Countrywide for any additional
expenses or costs, including, but not limited to, outsourcing fees and
penalties, incurred by Countrywide resulting from such failure. No expense
incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Custodial Account.
In the event Countrywide satisfies or releases a Mortgage without having
obtained payment in full of the indebtedness secured by the Mortgage or should
it otherwise prejudice any right the Purchaser may have under the mortgage
instruments, Countrywide, upon written demand, shall remit to the Purchaser the
then unpaid principal balance of the related Mortgage Loan by deposit thereof in
the Custodial Account. Countrywide shall maintain the Fidelity Bond insuring
Countrywide against any loss it may sustain with respect to any Mortgage Loan
not satisfied in accordance with the procedures set forth herein.
From time to time and as appropriate for the service or foreclosure of a
Mortgage Loan, including for the purpose of collection under any PMI Policy, the
Purchaser, its designee, or the Custodian shall, within five (5) Business Days
of Countrywide's request and delivery to the Purchaser, its designee, or the
Custodian of a servicing receipt signed by a Servicing Officer, release or cause
to be released to Countrywide the portion of the Collateral File held by the
Purchaser, its designee, or the Custodian. Pursuant to the servicing receipt,
Countrywide shall be obligated to return to the Purchaser, its designee, or the
Custodian the related Collateral File when Countrywide no longer needs such
file, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Custodial Account or
the Collateral File or such document has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially. In the event that
the Purchaser fails to release or cause to be released to Countrywide the
portion of the Collateral File held by the Purchaser or its designee within five
(5) Business Days of Countrywide's request therefor, the Purchaser shall be
liable to Countrywide for any additional expenses or costs, including, but not
limited to, outsourcing fees and penalties, incurred by Countrywide resulting
from such failure. Upon receipt of notice from Countrywide stating that such
Mortgage Loan was liquidated, the Purchaser shall release Countrywide from its
obligations under the related servicing receipt.
SECTION 4.18 SERVICING COMPENSATION.
As compensation for its services hereunder, Countrywide shall be entitled
to withdraw from the Custodial Account, or to retain from interest payments on
the Mortgage Loans, the amounts provided for as Servicing Fees. Except as
otherwise provided hereunder, the obligation of the Purchaser to pay the
Servicing Fee is limited to, and payable solely from, the interest portion of
the Monthly Payments. Notwithstanding the foregoing, with respect to the payment
of the Servicing Fee for any month, the aggregate Servicing Fee shall be reduced
(but not less than zero) by an amount equal to the Prepayment Interest Shortfall
for the related Due Period. Additional servicing compensation in the form of
assumption fees (as provided in Section 4.16), late payment charges, prepayment
penalties or otherwise shall be retained by Countrywide to the extent not
required to be deposited in the Custodial Account. Countrywide shall be required
to
36
pay all expenses incurred by it in connection with its servicing activities
hereunder and shall not be entitled to reimbursement therefor except as
specifically provided herein.
ARTICLE V.
PROVISIONS OF PAYMENTS AND REPORTS TO PURCHASER
SECTION 5.01 DISTRIBUTIONS.
On each Remittance Date, Countrywide shall distribute to the Purchaser (a)
all amounts credited to the Custodial Account as of the close of business on the
preceding Determination Date, net of charges against or withdrawals from the
Custodial Account pursuant to Section 4.05; plus (b) all Monthly Advances, if
any, that Countrywide is obligated to distribute pursuant to Section 5.03; minus
(c) any amounts attributable to Principal Prepayments received after the related
Principal Prepayment Period; minus (d) any amounts attributable to Monthly
Payments collected but due on a Due Date or Dates subsequent to the preceding
Determination Date. It is understood that, by operation of Section 4.04, the
remittance on the first Remittance Date is to include principal collected after
the Cut-off Date through the preceding Determination Date plus interest,
adjusted to the Mortgage Loan Remittance Rate, collected through such
Determination Date exclusive of any portion thereof allocable to the period
prior to the Cut-off Date, with the adjustments specified in (b), (c) and (d)
above.
37
SECTION 5.02 PERIODIC REPORTS TO THE PURCHASER.
(a) Monthly Reports. Not later than the fifth (5th) Business Day following
the Principal Prepayment Period, Countrywide shall furnish to the Purchaser via
any electronic medium a monthly report in a form reasonably acceptable to the
Purchaser, which report shall include with respect to each Mortgage Loan the
following loan-level information: (i) the scheduled balance as of the last day
of the related Due Period, (ii) all Principal Prepayments applied to the
Mortgagor's account during the related Principal Prepayment Period, (iii) the
delinquency and bankruptcy status of the Mortgage Loan, if applicable, (iv)
actual unpaid principal balance, (v) the date through which Monthly Payments
have been made; (vi) the current Mortgage Interest Rate, (vii) Mortgage Interest
Rate net of the Servicing Fee and the LPMI fee and (viii) the amount being
remitted.
(b) Miscellaneous Reports. Upon the foreclosure sale of any Mortgaged
Property or the acquisition thereof by the Purchaser pursuant to a deed-in-lieu
of foreclosure, Countrywide shall submit to the Purchaser a liquidation report
with respect to such Mortgaged Property, which report may be included with any
other reports prepared by Countrywide and delivered to the Purchaser pursuant to
the terms and conditions of this Agreement. With respect to any REO Property,
and upon the request of the Purchaser, Countrywide shall furnish to the
Purchaser a statement describing Countrywide's efforts during the previous month
in connection with the sale of such REO Property, including any rental of such
REO Property incidental to the sale thereof and an operating statement.
Countrywide shall also provide the Purchaser with such information concerning
the Mortgage Loans as is necessary for the Purchaser to prepare its federal
income tax return and as the Purchaser may reasonably request from time to time.
The Purchaser agrees to pay for all reasonable out-of-pocket expenses incurred
by Countrywide in connection with complying with any request made by the
Purchaser hereunder if such information is not customarily provided by
Countrywide in the ordinary course of servicing mortgage loans similar to the
Mortgage Loans.
SECTION 5.03 MONTHLY ADVANCES BY COUNTRYWIDE.
Not later than the close of business on the Determination Date preceding
each Remittance Date, Countrywide shall deposit in the Custodial Account an
amount equal to all payments not previously advanced by Countrywide, whether or
not deferred pursuant to Section 5.01, of principal (due after the Cut-off Date)
and interest not allocable to the period prior to the Cut-off Date, adjusted to
the Mortgage Loan Remittance Rate, which were due on a Mortgage Loan and
delinquent as of the close of business on the Business Day prior to the related
Determination Date. Notwithstanding anything to the contrary herein, Countrywide
may use amounts on deposit in the Custodial Account for future distribution to
the Purchaser to satisfy its obligation, if any, to deposit delinquent amounts
pursuant to the preceding sentence. To the extent Countrywide uses any funds
being held for future distribution to the Purchaser to satisfy its obligations
under this Section 5.03, Countrywide shall deposit in the Custodial Account an
amount equal to such used funds no later than the Determination Date prior to
the following Remittance Date to the extent that funds in the Custodial Account
on such Remittance Date are less than the amounts to be remitted to the
Purchaser pursuant to Section 5.01.
Countrywide's obligation to make such advances as to any Mortgage Loan will
continue through the earliest of: (a) the last Monthly Payment due prior to the
payment in full of the Mortgage Loan; (b) the Remittance Date prior to the
Remittance Date for the distribution of any Liquidation Proceeds, Other
Insurance Proceeds or Condemnation Proceeds which, in the case
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of Other Insurance Proceeds and Condemnation Proceeds, satisfy in full the
indebtedness of such Mortgage Loan; or (c) the Remittance Date prior to the date
the Mortgage Loan is converted to REO Property; provided, however, with respect
to any Government Mortgage Loan that is converted to REO Property, Countrywide's
obligation to make such advances will continue in accordance with the applicable
governmental agency's guidelines. In no event shall Countrywide be obligated to
make an advance under this Section 5.03 if at the time of such advance it
reasonably determines that such advance will be unrecoverable.
SECTION 5.04 ANNUAL STATEMENT AS TO COMPLIANCE.
Countrywide shall deliver to the Purchaser on or before March 15th of each
year, beginning in the year following the Closing Date, an Officers' Certificate
stating, as to each signatory thereof, that (a) a review of the activities of
Countrywide during the preceding calendar year and of performance under this
Agreement has been made under such officers' supervision, and (b) to the best of
such officers' knowledge, based on such review, Countrywide has fulfilled all of
its obligations under this Agreement throughout such year, or, if there has been
a default in the fulfillment of any such obligation, specifying each such
default known to such officers and the nature and status thereof. Countrywide
shall provide the Purchaser with copies of such statements upon request.
SECTION 5.05 ANNUAL INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' SERVICING
REPORT.
On or before March 15th of each year, beginning in the year following the
Closing Date, Countrywide at its expense shall cause a firm of independent
public accountants, which is a member of the American Institute of Certified
Public Accountants, to furnish a statement to the Purchaser to the effect that
such firm has examined certain documents and records relating to Countrywide's
servicing of mortgage loans of the same type as the Mortgage Loans, pursuant to
this Agreement or servicing agreements substantially similar to this Agreement,
and that, on the basis of such examination, conducted substantially in
accordance with the Uniform Single Audit Program for Mortgage Bankers, such firm
is of the opinion that Countrywide's servicing has been conducted in compliance
with this Agreement or such servicing agreements examined pursuant to this
Section 5.05 except for (a) such exceptions as such firm shall believe to be
immaterial, and (b) such other exceptions as shall be set forth in such
statement. Countrywide shall provide the Purchaser with copies of such
statements upon request.
SECTION 5.06 PURCHASER'S ACCESS TO COUNTRYWIDE'S RECORDS.
The Purchaser shall have access upon reasonable notice to Countrywide,
during regular business hours or at such other times as might be reasonable
under applicable circumstances, to any and all of the books and records of
Countrywide that relate to the performance or observance by Countrywide of the
terms, covenants or conditions of this Agreement. Further, Countrywide hereby
authorizes the Purchaser, in connection with a sale of the Mortgage Loans, to
make available to prospective purchasers a Consolidated Statement of Operations
of Countrywide, or its parent company, prepared by or at the request of
Countrywide for the most recently completed three (3) fiscal years for which
such a statement is available as well as a Consolidated Statement of Condition
at the end of the last two (2) fiscal years covered by such Consolidated
Statement of Operations. Countrywide also agrees to make available to any
prospective purchaser, upon reasonable notice and during normal business hours,
a knowledgeable financial or accounting officer for the purpose of answering
questions respecting Countrywide's ability to
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perform under this Agreement. The Purchaser agrees to reimburse Countrywide for
any out-of-pocket costs incurred by Countrywide in connection with its
obligations under this Section 5.06.
SECTION 5.07 COMPLIANCE WITH REMIC PROVISIONS.
If a REMIC election has been made with respect to the arrangement under
which the Mortgage Loans and REO Property are held, Countrywide shall not take
any action, cause the REMIC to take any action, or fail to take (or fail to
cause to be taken) any action that, under the REMIC Provisions, if taken or not
taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC
or (ii) result in the imposition of a tax upon the REMIC (including but not
limited to the tax on "prohibited transactions" as defined in Section 860 (a)
(2) of the Code and the tax on "contributions" to a REMIC set forth in Section
860(d) of the Code) unless Countrywide has received an Opinion of Counsel (at
the expense of the party seeking to take such action) to the effect that the
contemplated action will not endanger such REMIC status or result in the
imposition of any such tax.