ex10_3b.htm


    


    
      EXECUTION
COPY

    

     

    Exhibit
10.3(B)

     

    ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT

     

    Assignment,
Assumption and Recognition Agreement (the “Agreement”), dated
May 30, 2008, 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 2008-1 Trust
(“Assignee”),
American Home Mortgage Servicing, Inc., a Delaware corporation (“AHMS”), and as
acknowledged by LaSalle Bank National Association, a national banking
association (“LaSalle
Bank”), as master servicer of the Banc of America Funding 2008-1
Trust.

     

    WHEREAS,
pursuant to (i) that certain Master Bulk Sale and Servicing Agreement, dated as
of June 1, 2007, by and among Assignor, as purchaser, American Home Mortgage
Corp. (“AHMC”), as Company, and AHMS (as successor to American Home Mortgage
Servicing Inc., a Maryland corporation (“Old AHMS”)), as servicer, and (ii)
those certain Trade Confirmations, each dated June 7, 2007, by and between AHMC
and the Assignor (collectively, the “Purchase and Servicing
Agreement”), which is attached in Appendix I hereto,
the Assignor purchased the Mortgage Loans (as defined herein) from AHMC and AHMS
currently services the Mortgage Loans;

     

    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; and

     

    WHEREAS,
on the date hereof, LaSalle 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, LaSalle Bank National Association, 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 AHMC 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
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 AHMS 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.

            


    

     

    3. From and
after the date hereof, AHMS 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 9.01 of the Purchase and Servicing Agreement, continue to
service the Mortgage Loans pursuant to the Purchase and Servicing Agreement, as
modified by Section 8 hereof, for the benefit of the Assignee.

     

    4. AHMS
acknowledges that a REMIC election will be made with respect to the Mortgage
Loans and that the Master Servicer, pursuant to the Pooling Agreement, will
administer on behalf of the Assignee the terms and conditions of the Purchase
and Servicing Agreement.  The Master Servicer shall be authorized to
enforce directly against AHMS any of the obligations of AHMS to the Assignor or
its assignees provided for in the Purchase and

    


    
      
        
           


        

        
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    Servicing
Agreement including, without limitation, the right to exercise any and all
rights of the Assignor (without creating hereunder any duty to perform the
obligations of the Assignor or its assignees) under the Purchase and Servicing
Agreement to monitor and enforce the obligations of AHMS thereunder, the right
to terminate AHMS 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 AHMS under the Purchase and Servicing Agreement, the right to
receive all monthly reports and other data required to be delivered by AHMS
under the Purchase and Servicing Agreement, the right to examine the books and
records of AHMS, the right to enforce any indemnification obligations of AHMS
under the Purchase and Servicing Agreement, and the right to exercise any rights
of consent and approval relating to actions taken by AHMS (unless such rights of
consent and approval are to be exercised by the Assignee pursuant to the Pooling
Agreement).  All remittances by AHMS shall be made to the account or
accounts designated by the Master Servicer to AHMS in writing from time to
time.  Wire remittances shall be sent to:  LASALLE BANK
NATIONAL ASSOCIATION, ABA# 071000505, FOR CREDIT TO: LaSalle
CHGO/CTR/BNF:/LaSalle Trust, FFC TO: BAFC 2008-1 # 725470.

     

    5.  (a)  From
and after the date hereof, AHMS is hereby authorized to enter into a financing
or other facility (any such arrangement, an “Advance Facility”)
under which (1) AHMS assigns or pledges to another person (together with
such person’s successors and assigns, an “Advancing Person”)
AHMS’s rights under the Purchase and Servicing Agreement, as modified by this
Agreement, to be reimbursed for any advances, servicing advances or both, and/or
(2) an Advancing Person agrees to fund some or all advances and/or servicing
advances required to be made by AHMS pursuant to the Purchase and Servicing
Agreement, as modified by this Agreement.  No consent of the Banc of
America Funding 2008-1 Trust, BAFC, the Trustee, the Master Servicer, the
certificateholders or any other party is required before AHMS may enter into an
Advance Facility.  Notwithstanding the existence of any Advance
Facility under which an Advancing Person agrees to fund advances and/or
servicing advances on AHMS’s behalf, AHMS shall remain obligated pursuant to the
Purchase and Servicing Agreement, as modified by this Agreement, to make
advances and servicing advances pursuant to and as required by the Purchase and
Servicing Agreement, as modified by this Agreement.  If AHMS enters
into an Advance Facility, and for so long as an Advancing Person remains
entitled to receive reimbursement for any advances and/or servicing advances, as
applicable, pursuant to this Agreement, then AHMS shall remit amounts collected
that would otherwise be retained by AHMS to reimburse it for previously
unreimbursed advances (“Advance Reimbursement
Amounts”) and/or previously unreimbursed servicing advances (“Servicing Advance
Reimbursement Amounts” and together with Advance Reimbursement Amounts,
“Reimbursement
Amounts”) (in each case to the extent such type of Reimbursement Amount
is included in the Advance Facility) in accordance with the documentation
establishing the Advance Facility to such Advancing Person or to a trustee,
agent or custodian (an “Advance Facility
Trustee”) designated by such Advancing Person.  Notwithstanding
anything to the contrary herein, in no event shall Advance Reimbursement Amounts
or Servicing Advance Reimbursement Amounts be included in any amounts required
to be distributed to certificateholders.  If AHMS enters into an
Advance Facility, AHMS and the related Advancing Person shall deliver to the
Master Servicer and the Securities Administrator a written notice of the
existence of such Advance Facility (an “Advance Facility
Notice”), stating the identity of the Advancing Person and any related
Advance Facility Trustee.  An Advance Facility Notice may

    


    
      
        
           


        

        
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    only be
terminated by the joint written direction of AHMS and the related Advancing
Person as described in Section 5, paragraph (f) below.

     

    (b)           Reimbursement
Amounts shall consist solely of amounts in respect of advances and/or servicing
advances made with respect to the mortgage loans for which AHMS would be
permitted to reimburse itself in accordance with the Purchase and Servicing
Agreement, as modified by this Agreement, assuming AHMS had made the related
Advance(s) and/or Servicing Advance(s).  The receivables assigned or
pledged to the Advancing Person are obligations owed from the Banc of America
Funding 2008-1 Trust to AHMS on a non-recourse basis payable only from the cash
flows and proceeds received under the Purchase and Servicing Agreement, as
modified by this Agreement, for reimbursement of Advances or Servicing Advances
only to the extent provided herein, provided, however, that no security interest
in the receivables granted to the Advancing Person by AHMS shall give the
Advancing Person any rights against the trust other than AHMS’s right to be
reimbursed as provided in this Section, and, notwithstanding anything else
provided in this Section, the Banc of America Funding 2008-1 Trust is not
separately obligated or liable to repay any loans made by the Advancing
Person.  None of the Trustee, the Securities Administrator or the
Master Servicer shall have any duty or liability with respect to the calculation
of any Reimbursement Amount, nor shall the Trustee, the Securities Administrator
or the Master Servicer have any responsibility to track or monitor the
administration of the Advance Facility or the payment of Reimbursement Amounts
to the related Advancing Person or Advance Facility Trustee.  AHMS
shall maintain and provide to any successor servicer (a “Successor Servicer”)
(with a copy to the Securities Administrator and the Master Servicer) a detailed
accounting on a loan-by-loan basis as to amounts advanced by, pledged or
assigned to, and reimbursed to any Advancing Person.  The successor
servicer shall be entitled to rely on any such information provided by AHMS, and
the successor servicer shall not be liable for any errors in such
information.

     

    (c)           An
Advancing Person who receives an assignment or pledge of the rights to be
reimbursed for advances and/or servicing advances, and/or whose obligations
hereunder are limited to the funding of advances and/or servicing advances,
shall not be required to meet the criteria for qualification of a servicer or
sub-servicer set forth in the Purchase and Servicing Agreement.

     

    (d)           Reimbursement
Amounts collected with respect to each mortgage loan shall be allocated to
outstanding unreimbursed advances or servicing advances (as the case may be)
made with respect to that mortgage loan on a “first-in, first-out” (“FIFO”)
basis.  Any Successor Servicer and the Advancing Person or Advance
Facility Trustee shall be required to apply all Reimbursement Amounts with
respect to any mortgage loan (including reimbursement of nonrecoverable
advances), as and when collected, first, to the Advancing Person or Advance
Facility Trustee to the extent of the interest of the Advancing Person or
Advance Facility Trustee in such advances and/or servicing advances, second to
AHMS in respect of advances and/or servicing advances related to that mortgage
loan in excess of those in which the Advancing Person or Advance Facility
Trustee has an interest, and third, to the Successor Servicer in respect of any
other advances and/or servicing advances related to that mortgage
loan.  In the event that, as a result of the FIFO allocation made
pursuant to this paragraph (d), some or all of a Reimbursement Amount paid to
the Advancing Person or Advance Facility Trustee relates to advances or
servicing advances that were made by a person other than AHMS or the
Advancing

    


    
      
        
           


        

        
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    Person or
Advance Facility Trustee, then the Advancing Person or Advance Facility Trustee
shall be required to remit any portion of such Reimbursement Amount to the
person entitled to such portion of such Reimbursement Amount.  AHMS
shall provide to the related Advancing Person or Advance Facility Trustee
loan-by-loan information with respect to each Reimbursement Amount distributed
to such Advancing Person or Advance Facility Trustee on each date of remittance
thereof to such Advancing Person or Advance Facility Trustee, to enable the
Advancing Person or Advance Facility Trustee to make the FIFO allocation of each
Reimbursement Amount with respect to each applicable mortgage loan.

     

    By way of
illustration, and not by way of limiting the generality of the foregoing, if
AHMS resigns or is terminated at a time when AHMS is a party to an Advance
Facility, and is replaced by a Successor Servicer, and the Successor Servicer
directly funds Advances or Servicing Advances with respect to a mortgage loan
and does not assign or pledge the related Reimbursement Amounts to the related
Advancing Person or Advance Facility Trustee, then all payments and recoveries
received from the related Mortgagor or received in the form of Liquidation
Proceeds with respect to such mortgage loan (including insurance proceeds
collected in connection with a liquidation of such mortgage loan), and all
amounts withdrawn to reimburse Nonrecoverable Advances in respect of such
mortgage loan, will be allocated first to the Advancing Person or Advance
Facility Trustee until the related Reimbursement Amounts attributable to such
mortgage loan that are owed to AHMS and the Advancing Person, which were made
prior to any Advances or Servicing Advances made by the Successor Servicer, have
been reimbursed in full, at which point the Successor Servicer shall be entitled
to retain all related Reimbursement Amounts subsequently collected with respect
to that mortgage loan pursuant to the Pooling Agreement.

     

    (e)           AHMS,
when entering into an Advance Facility, shall indemnify the Trustee, the Banc of
America Funding 2008-1 Trust, the Depositor, the Master Servicer, the Securities
Administrator and any Successor Servicer for any claim, loss, liability or
damage resulting from any claim by the related Advancing Person, the Advance
Facility Trustee or any other Person arising out of AHMS having entered into an
Advance Facility, except to the extent that such claim, loss, liability or
damage resulted from or arose out of negligence, recklessness or willful
misconduct on the part of the indemnified party.

     

    (f)           At
any time when an Advancing Person shall have ceased funding advances and/or
servicing advances (as the case may be) and the Advancing Person or related
Advance Facility Trustee shall have received Reimbursement Amounts sufficient in
the aggregate to reimburse all Advances and/or Servicing Advances (as the case
may be) the right to reimbursement for which were assigned or pledged to the
Advancing Person, then upon the delivery of a written notice signed by the
Advancing Person and the related servicer to the Trustee, the Master Servicer
and the Securities Administrator terminating the Advance Facility Notice (the
“Notice of Facility
Termination”), AHMS shall again be entitled to request or, as applicable,
withdraw and retain the related Reimbursement Amounts from the Master Servicer
Custodial Account pursuant to the applicable provisions of the Pooling Agreement
or the Servicing Custodial Account pursuant to the applicable provisions of the
Purchase and Servicing Agreement.

     

    (g)           After
delivery of any Advance Facility Notice, and until any such Advance Facility
Notice has been terminated by a Notice of Facility Termination, this Section
5

    


    
      
        
           


        

        
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    may not
be amended or otherwise modified without the prior written consent of the
related Advancing Person.  Any Advancing Person and Advance Facility
Trustee shall be a third party beneficiary of this Section 5.

     

    6.  AHMS
hereby represents, warrants and covenants that, as of the date
hereof:

     

    (a)           Due
Organization and Authority:  It is duly organized, validly existing
and in good standing under the laws of the jurisdiction and has all licenses
necessary to carry on its business as now being conducted, except where the
failure to be so licensed or qualified would not result in (a) a material
adverse change in, or a material adverse effect upon, the operations, business,
properties or condition (financial or otherwise) of AHMS; (b) a material
impairment of the ability of AHMS to perform under the Purchase and Servicing
Agreement, as modified by this Agreement, or any related agreements; or (c) a
material adverse effect upon the legality, validity, binding effect or
enforceability of the Purchase and Servicing Agreement, as modified by this
Agreement, and is licensed, qualified and in good standing in each state where a
Mortgaged Property is located if the laws of such state require licensing or
qualification in order to conduct business of the type conducted it, and in any
event it is in compliance with the laws of any such state to the extent
necessary to ensure the enforceability of the related Mortgage Loan and the
servicing of such Mortgage Loan in accordance with the terms of the Purchase and
Servicing Agreement, as modified by this Agreement; it has the full corporate
power and authority to perform in accordance with the Purchase and Servicing
Agreement, as modified by this Agreement; the Purchase and Servicing Agreement,
as modified by this Agreement, evidences the valid, binding and enforceable
obligation of it, subject to bankruptcy, insolvency, moratorium and other
principles of equity affecting the rights of creditors generally, whether
considered in a proceeding at law or in equity; and all requisite corporate
action has been taken by it to make the Purchase and Servicing Agreement, as
modified by this Agreement, valid and binding upon it in accordance with its
terms;

     

    (b)           Ordinary
Course of Business: The consummation of the transactions contemplated by the
Purchase and Servicing Agreement, as modified by this Agreement, are in the
ordinary course of business of AHMS, which is in the business of servicing
mortgage loans;

     

    (c)           No
Conflicts:  The terms and conditions of the Purchase and Servicing
Agreement, as modified by this Agreement, do not conflict with or result in a
breach of any of the terms or provisions of (i) AHMS’ organizational documents
or (ii) any agreement or instrument to which AHMS is now a party or by which it
is bound, except for such conflicts, breaches or defaults in the case which,
individually or the aggregate, would not result in (a) a material adverse change
in, or a material adverse effect upon, the operations, business, properties or
condition (financial or otherwise) of AHMS; (b) a material impairment of the
ability of AHMS to perform under the Purchase and Servicing Agreement, as
modified by this Agreement, or any related agreements; or (c) a material adverse
effect upon the legality, validity, binding effect or enforceability of the
Purchase and Servicing Agreement, as modified by this Agreement, or constitute a
default or result in the violation of any law, rule, regulation, order, judgment
or decree to which it or its property is subject, or impair the ability of the
Assignee to realize on the Mortgage Loans, or impair the value of the Mortgage
Loans;

     

    (d)           Approvals:  AHMS
is in good standing to service mortgage loans for Fannie Mae or Freddie Mac, and
no event has occurred, including but not limited to a change in
insurance

    


    
      
        
           


        

        
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    coverage,
which would make AHMS unable to comply with Fannie Mae or Freddie Mac
eligibility requirements or which would require notification to either Fannie
Mae or Freddie Mac;

     

    (e)           Reasonable
Servicing Fee; Fair Consideration:  AHMS acknowledges and agrees that
the Servicing Fee represents reasonable compensation for performing such
services;

     

    (f)           Ability
to Perform; Solvency:  AHMS does not believe, nor does it have any
reason or cause to believe, that it cannot perform each and every one of its
covenants contained in the Purchase and Servicing Agreement, as modified by this
Agreement.  AHMS is solvent;

     

    (g)           No
Litigation Pending:  There is no action, suit, proceeding or
investigation pending or to its knowledge threatened against AHMS which, either
in any one instance or in the aggregate, may result in any material adverse
change in the business, operations, financial condition, properties or assets of
AHMS, or in any material impairment of the right or ability of AHMS to carry on
its business substantially as now conducted, or in any material liability on the
part of AHMS, or which would draw into question the validity of the Purchase and
Servicing Agreement, as modified by this Agreement, or the Mortgage Loans or of
any action taken or to be contemplated herein, or which would be likely to
impair materially the ability of AHMS to perform under the terms of the Purchase
and Servicing Agreement, as modified by this Agreement,

     

    (h)           No
Consent Required:  No consent, approval, authorization or order of any
court or governmental agency or body is required for the performance by AHMS of,
or compliance by AHMS with, the Purchase and Servicing Agreement, as modified by
this Agreement, or if required, such consent, approval, authorization or order
has been obtained prior to the date hereof;

     

    (i)           Anti-Money
Laundering Law Compliance:  AHMS has complied with all applicable
anti-money laundering laws and regulations, including without limitation the USA
Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); it has
established an anti-money laundering compliance program as required by the
Anti-Money Laundering Laws, has conducted the requisite due diligence in
connection with the origination of each Mortgage Loan for purposes of the
Anti-Money Laundering Laws, including with respect to the legitimacy of the
applicable Mortgagor and the origin of the assets used by the said Mortgagor to
purchase the property in question, and maintains, and will maintain, sufficient
information to identify the applicable Mortgagor for purposes of the Anti-Money
Laundering Laws;

     

    (j)           MERS:  AHMS
is in good standing, and will comply in all material respects with the rules and
procedures of MERS in connection with the servicing of any Mortgage Loan of
which the related Mortgage has been recorded in the name of MERS or its
designee;

     

    (k)           Ability
to Service:  AHMS is an approved servicer of conventional residential
mortgage loans for Fannie Mae or Freddie Mac, with the facilities, procedures,
and experienced personnel necessary for the sound servicing of mortgage loans of
the same type as the Mortgage Loans;

    


    
      
        
           


        

        
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    (l)           Servicing
under the Purchase and Servicing Agreement:  AHMS has (i) serviced the
Mortgage Loans in accordance with the terms of the Purchase and Servicing
Agreement since it began servicing the Mortgage Loans on April 11, 2008, (ii)
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

     

    (m)           Information
Provided.  Any information provided by AHMS on or before the date
hereof to any of the parties hereto is true and correct in all material
respects.

     

    7.  AHMS
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
created 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.

     

    8.  [Reserved].

     

    9.  AHMS,
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 “Business Day” is hereby replaced
      in its entirety with the following:

            


    

     

    “Any day
other than (i) a Saturday or a Sunday or (ii) a day on which banking
institutions in the State of North Carolina, the State of New York, the State of
Minnesota, the State of Illinois or the State of Texas are required or
authorized by law or executive order to be closed.”

     

    
      	
                          
      b.  

            	
              Article
      I.  The following definition of “Capitalization
      Reimbursement Amount” is hereby
added:

            


    

     

    “Capitalization
Reimbursement Amount: As defined in Section 4.21.”

     

    
      	
                        
      c.  

            	
              Article
      I.  The definition of “Regulation AB” is hereby replaced
      in its entirety with the following:

            


    

     

    “Subpart
229.1100 – Asset Backed Securities (Regulation AB), 17
C.F.R.§§229.1100-229.1123, as such may be amended from time to time, and subject
to such clarification and interpretation as have been provided by the Commission
in the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,631 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to
time.”

     

    
      	
                       
      d.  

            	
              Article
      I.  The definition of “Servicing Advances” is hereby
      modified by adding the following after subsection
  (d):

            


    

    


    
      
        
           


        

        
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    “and (e)
reasonable costs of any third party credit counseling provided on behalf of a
Mortgagor.”

     

    
      	
                        
      e.  

            	
              Article
      I.  The definition of “Servicing Fee Rate” is hereby
      replaced in its entirety with the
following:

            


    

     

    “With
respect to each Mortgage Loan, 0.250% per annum.”

     

    
      	
                        f.  

            	
              Section
      4.05(2).  Section 4.05(2) is hereby modified by adding
      the following language after the words “Monthly Advances” in the first
      line:

            


    

     

    “(excluding
Capitalization Reimbursement Amounts)”

     

    
      	
                        g.  

            	
              Section
      4.05(3).  Section 4.05(3) is hereby modified by adding
      the following language after the words “Servicing Advances” in the first
      line:

            


    

     

    “(excluding
Capitalization Reimbursement Amounts)”

     

    
      	
                       
      h.  

            	
              Section
      4.05.  Section 4.05 is hereby modified by adding the
      following subsections and paragraph after subsection
  (9):

            


    

     

    “(10) to
reimburse itself for Monthly Advances and Servicing Advances determined to be
non-recoverable by the Servicer from Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds, or otherwise with respect to a particular Mortgage
Loan.”

     

    “(11) to
reimburse itself for any unreimbursed Capitalization Reimbursement Amounts
solely from collections on account of principal on the Mortgage
Loans.”

     

    Prior to
making any withdrawal from the Custodial Account pursuant to clause (10) above,
the Servicer shall deliver to the Purchaser and any Master Servicer an Officer’s
Certificate of a Servicing Officer indicating the amount of any previous Monthly
Advance or Servicing Advance determined by the Servicer to be non-recoverable by
the Servicer from Liquidation Proceeds, Insurance Proceeds, Condemnation
Proceeds, or otherwise with respect to a particular Mortgage Loan, and
identifying the related Mortgage Loan(s) and their respective portions of such
non-recoverable advance.

     

    
      	
               
      

            	
              i.

            	
              Section
      4.08.  Section 4.08 is hereby modified by deleting the
      last sentence of such Section.

            


    

     

    
      	
               
      

            	
              j.

            	
              Section
      4.16.  Section 4.16 is hereby modified by deleting the
      second sentence of the second to last paragraph of such
      Section.

            


    

     

    
      	
                     
      k.  

            	
              Section
      4.21.  Section 4.21 is hereby modified by deleting
      subsection (c) in its entirety and replacing it with the
      following:

            


    

     

    “(c)           If,
in connection with any modification, a Mortgage Loan has been modified to
increase its principal balance by the amount of any Monthly

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


     

    Advances
or any Servicing Advances previously made by AHMS on behalf of the related
Mortgagor (any such amount, a “Capitalization Reimbursement
Amount”), AHMS may be reimbursed for such Capitalization Reimbursement
Amount as provided in Section 4.05.”

     

    
      	
                        
      l.  

            	
              Section
      5.02.  The first paragraph of Section 5.02 is hereby
      deleted in its entirety and replaced with the
  following:

            


    

     

    “Not
later than the tenth (10th)
calendar day of each month, or if such tenth (10th)
calendar day is not a Business Day, the first Business Day following such tenth
(10th)
calendar day of each month, AHMS shall furnish to the Purchaser a monthly cutoff
file report in the form set forth in Exhibit E-1, a
monthly delinquency report in the form set forth in Exhibit E-2 and a
statement of expenses report in the form set forth in Exhibit E-3, each in
a mutually agreeable electronic format, as to the remittance on the related
Remittance Date and as to the period ending on the last day of the month
preceding such Remittance Date.”

     

    The
exhibits referenced in this Section 9(l) are attached to this Agreement as Exhibit B hereto and
replace Exhibits K, L and M to the Purchase and Servicing
Agreement.

     

    
      	
                        
      m.  

            	
              Section
      5.03.  Section 5.03 is hereby amended by adding the
      following as the last sentence
therein:

            


    

     

    “The
Servicer shall not have an obligation to advance amounts in respect of
shortfalls relating to the Servicemembers Civil Relief Act or similar state
legislation applicable to active duty military personnel.”

     

    
      	
                        
      n.  

            	
              Section
      6.07.  Section 6.07 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 AHMS 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.”

     

    
      	
                        
      o.  

            	
              Section
      12.01.  Section 12.01 is hereby amended by adding the
      following after the fourth
paragraph:

            


    

     

    “The
Servicer shall be reimbursed for all outstanding Monthly Advances, Servicing
Advances and Servicing Fees upon termination of the Servicer or in the event of
a termination of a Securitization Transaction.”

     

    
      	
                        
      p.  

            	
              Exhibit
      J.   Exhibit J is hereby amended (1) to delete the
      second subsection heading titled “(b)” and (2) replacing the phrase
      “Commencing in 2008” with “Commencing in
2009”.

            


    

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


     

    10.  Notwithstanding
any provision in this Agreement to the contrary, it is understood that AHMS is
not released from liability to the Assignor for any breaches of any
representations, warranties or covenants made by AHMS (but not by Old AHMS or
AHMC) in the Purchase and Servicing Agreement prior to the date hereof
regardless of when such breaches are discovered or made known.

     

    11.  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

    209 S.
LaSalle Street, Suite 300

    Chicago,
Illinois 60604

    Attention:
Structured Finance Trust Services, BAFC 2008-1

     

     

    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

    214 North
Tryon Street

    Charlotte,
North Carolina 28255

    Attention:
Managing Director

     

    BAFC’s
address for purposes of all notices and correspondence related to the Mortgage
Loans is:

     

    Banc of
America Funding Corporation

    214 North
Tryon Street

    Charlotte,
North Carolina 28255

    Attention:
General Counsel and Chief Financial Officer

     

    LaSalle
Bank’s address for purposes of all notices and correspondence related to its
role as Master Servicer of the Mortgage Loans is:

     

    LaSalle
Bank National Association

    135 South
LaSalle Street

    Mailcode:  IL4-135-15-11

    Chicago,
Illinois 60603

    Attention:
LaSalle Global Trust Services - BAFC 2008-1

     

    12.  AHMS
shall deliver to BAFC (at the addresses provided above) a copy of all reports,
certifications, statements, assessments and attestations required under Section
9.04 and 9.05 of Exhibit J to the Purchase and Sale Agreement on or before March
15th
of each calendar year, commencing in 2009.

     

    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

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    vested in
it under the terms of the Pooling 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 Agreement.

     

    [Signatures
Follow]

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    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, as Assignor

     

    By:           /s/ Bruce W.
Good

    Name:      Bruce
W. Good

    Title:        Principal

     

    U.S. Bank
National Association,

    as
Assignee

     

    By:           /s/ Melissa A.
Rosal                                                      

    Name:      Melissa
A. Rosal

    Title:        Vice
President

     

    Banc of
America Funding Corporation

     

    By:           /s/ Scott
Evans

    Name:      Scott
Evans

    Title:        Senior
Vice President

     

    American
Home Mortgage Servicing, Inc., as servicer

     

    By:           /s/ Jordan D.
Dorchuck

    Name:      Jordan
D. Dorchuck

    Title:        Executive
Vice President

     

    Acknowledged
and Agreed

    as of the
date first above written:

     

    
      	
              LaSalle
      Bank National Association,

              as Master
Servicer

            


    

     

    By:           /s/ Rita
Lopez

    Name:      Rita
Lopez

    Title:        Vice
President

     

    [AHMS
Assignment, Assumption and Recognition Agreement for BAFC 2008-1]

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    EXHIBIT
A

     

    Schedule
of Mortgage Loans

     

    


    [Included
as part of Exhibit D to Exhibit 4.1 to the Current Report on Form 8-K pursuant
to

         which
this Assignment, Assumption and Recognition Agreement is filed.]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

     

    


    EXHIBIT
E-1

     

    LOAN
LEVEL FORMAT FOR TAPE INPUT,

    SERVICER
PERIOD REPORTING

     

    Standard  File
Layout - Master Servicing

     

    
      	
              Column
      Name

            	
              Description

            	
              Decimal

            	
              Format
      Comment

            	
              Max
      Size

            
	
              Each
      file requires the following fields:

            	 
      	 
      	 
      
	
              SER_INVESTOR_NBR

            	
              A
      value assigned by the Servicer to define a group of loans.

            	 
      	
              Text
      up to 20 digits

            	
              20

            
	
              LOAN_NBR

            	
              A
      unique identifier assigned to each loan by the investor.

            	 
      	
              Text
      up to 10 digits

            	
              10

            
	
              SERVICER_LOAN_NBR

            	
              A
      unique number assigned to a loan by the Servicer.  This may be
      different than the LOAN_NBR.

            	 
      	
              Text
      up to 10 digits

            	
              10

            
	
              SCHED_PAY_AMT

            	
              Scheduled
      monthly principal and scheduled interest payment that a borrower is
      expected to pay, P&I constant.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              NOTE_INT_RATE

            	
              The
      loan interest rate as reported by the Servicer.

            	
              4

            	
              Max
      length of 6

            	
              6

            
	
              NET_INT_RATE

            	
              The
      loan gross interest rate less the service fee rate as reported by the
      Servicer.

            	
              4

            	
              Max
      length of 6

            	
              6

            
	
              SERV_FEE_RATE

            	
              The
      servicer's fee rate for a loan as reported by the
Servicer.

            	
              4

            	
              Max
      length of 6

            	
              6

            
	
              SERV_FEE_AMT

            	
              The
      servicer's fee amount for a loan as reported by the
    Servicer.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_PAY_AMT

            	
              The
      new loan payment amount as reported by the Servicer.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_LOAN_RATE

            	
              The
      new loan rate as reported by the Servicer.

            	
              4

            	
              Max
      length of 6

            	
              6

            
	
              ARM_INDEX_RATE

            	
              The
      index the Servicer is using to calculate a forecasted
rate.

            	
              4

            	
              Max
      length of 6

            	
              6

            
	
              ACTL_BEG_PRIN_BAL

            	
              The
      borrower's actual principal balance at the beginning of the processing
      cycle.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_END_PRIN_BAL

            	
              The
      borrower's actual principal balance at the end of the processing
      cycle.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
      date at the end of processing cycle that the borrower's next payment is
      due to the Servicer, as reported by Servicer.

            	 
      	
              MM/DD/YYYY

            	
              10

            
	
              SERV_CURT_AMT_1

            	
              The
      first curtailment amount to be applied.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_1

            	
              The
      curtailment date associated with the first curtailment
    amount.

            	 
      	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
      AMT_1

            	
              The
      curtailment interest on the first curtailment amount, if
      applicable.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_2

            	
              The
      second curtailment amount to be applied.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            


    

    


    


    
      
        
           


        

        
          B-1

          
            

          

        

        
           


        

      

    

    


    


    
      	
              SERV_CURT_DATE_2

            	
              The
      curtailment date associated with the second curtailment
      amount.

            	 
      	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
      AMT_2

            	
              The
      curtailment interest on the second curtailment amount, if
      applicable.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	 
      	 
      	 
      	 
      	 
      
	
              Column
      Name

            	
              Description

            	
              Decimal

            	
              Format
      Comment

            	
               Max
      Size

            
	
              SERV_CURT_AMT_3

            	
              The
      third curtailment amount to be applied.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_3

            	
              The
      curtailment date associated with the third curtailment
    amount.

            	 
      	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_AMT_3

            	
              The
      curtailment interest on the third curtailment amount, if
      applicable.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_AMT

            	
              The
      loan "paid in full" amount as reported by the Servicer.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_DATE

            	
              The
      paid in full date as reported by the Servicer.

            	 
      	
              MM/DD/YYYY

            	
              10

            
	
               

              ACTION_CODE

            	
               

              The
      standard FNMA numeric code used to indicate the default/delinquent status
      of a particular loan.

            	 
      	
              Action
      Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
      65=Repurchase,70=REO

            	
              2

            
	
              INT_ADJ_AMT

            	
              The
      amount of the interest adjustment as reported by the
    Servicer.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              SOLDIER_SAILOR_ADJ_AMT

            	
              The
      Soldier and Sailor Adjustment amount, if applicable.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              NON_ADV_LOAN_AMT

            	
              The
      Non Recoverable Loan Amount, if applicable.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              LOAN_LOSS_AMT

            	
              The
      amount the Servicer is passing as a loss, if applicable.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              Plus
      the following applicable fields:

            	 
      	 
      	 
      
	
              SCHED_BEG_PRIN_BAL

            	
              The
      scheduled outstanding principal amount due at the beginning of the cycle
      date to be passed through to investors.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_END_PRIN_BAL

            	
              The
      scheduled principal balance due to investors at the end of a processing
      cycle.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              ACTION_CODE_DATE

            	
              The
      FNMA action code date as related to the FNMA action code.

            	 
      	
              MM/DD/YYYY

            	
              10

            
	
              SCHED_PRIN_AMT

            	
              The
      scheduled principal amount as reported by the Servicer for the current
      cycle -- only applicable for Scheduled/Scheduled Loans.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_NET_INT

            	
              The
      scheduled gross interest amount less the service fee amount for the
      current cycle as reported by the Servicer -- only applicable for
      Scheduled/Scheduled Loans.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_PRIN_AMT

            	
              The
      actual principal amount collected by the Servicer for the current
      reporting cycle -- only applicable for Actual/Actual
Loans.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_NET_INT

            	
              The
      actual gross interest amount less the service fee amount for the current
      reporting cycle as reported by the Servicer -- only applicable for
      Actual/Actual Loans.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
      AMT

            	
              The
      penalty amount received when a borrower prepays on his loan as reported by
      the Servicer.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
      WAIVED

            	
              The
      prepayment penalty amount for the loan waived by the
    servicer.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              MOD_DATE

            	
              The
      Effective Payment Date of the Modification for the loan.

            	 
      	
              MM/DD/YYYY

            	
              10

            


    

    


    


    
      
        
           


        

        
          B-2

          
            

          

        

        
           


        

      

    

    


    


    
      	
              MOD_TYPE

            	
              The
      Modification Type.

            	 
      	
              Varchar
      - value can be alpha or numeric

            	
              30

            
	
              DELINQ_P&I_ADVANCE_AMT

            	
              The
      current outstanding principal and interest advances made by
      Servicer.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            


    

    


    


    
      
        
           


        

        
          B-3

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
E-2

     

    REPORTING
DATA FOR DEFAULTED LOANS

     

    
      	
              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.

            	 
      	 
      
	
              PROP_ADDRESS

            	
              Street
      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 servicer at the end of
      processing cycle, as reported by Servicer.

            	 
      	
              MM/DD/YYYY

            
	
              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 by the
      courts

            	 
      	
              MM/DD/YYYY

            
	
              BANKRUPTCY_DCHRG_DISM_DATE

            	
              The
      Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
      and/or a Motion For Relief Was Granted.

            	 
      	
              MM/DD/YYYY

            
	
              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 instructions to begin
      foreclosure proceedings.

            	 
      	
              MM/DD/YYYY

            
	
              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 Action

            	 
      	
              MM/DD/YYYY

            
	
              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 from the
      borrower.

            	 
      	
              MM/DD/YYYY

            
	
              LIST_PRICE

            	
              The
      price at which an REO property is marketed.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            


    

     

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              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 price opinion or
      appraisal.

            	
              2

            	 
      
	
              REPAIRED_PROP_VAL

            	
              The
      amount the property would be worth if repairs are completed pursuant to a
      broker's price opinion or appraisal.

            	
              2

            	 
      
	
              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 Insurance
      Company.

            	 
      	
              MM/DD/YYYY

            
	
              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
    Insurer

            	 
      	
              MM/DD/YYYY

            
	
              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_FICO

            	
              The
      current FICO score

            	 
      	 
      
	
              HAZARD_CLAIM_FILED_DATE

            	
              The
      date the Hazard Claim was filed with the Hazard Insurance
      Company.

            	
              10

            	
              MM/DD/YYYY

            
	
              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
    payment.

            	
              10

            	
              MM/DD/YYYY

            
	
              HAZARD_CLAIM_PAID_AMT

            	
              The
      amount the Hazard Insurance Company paid on the claim.

            	
              11

            	
              No
      commas(,) or dollar signs ($)

            
	
              ACTION_CODE

            	
              Indicates
      loan status

            	 
      	
              Number

            
	
              NOD_DATE

            	 
      	 
      	
              MM/DD/YYYY

            
	
              NOI_DATE

            	 
      	 
      	
              MM/DD/YYYY

            
	
              ACTUAL_PAYMENT_PLAN_START_DATE

            	 
      	 
      	
              MM/DD/YYYY

            
	
              ACTUAL_PAYMENT_
      PLAN_END_DATE

            	 
      	 
      	 
      
	
              ACTUAL_REO_START_DATE

            	 
      	 
      	
              MM/DD/YYYY

            
	
              REO_SALES_PRICE

            	 
      	 
      	
              Number

            
	
              REALIZED_LOSS/GAIN

            	
              As
      defined in the Servicing Agreement

            	 
      	
              Number

            


    

    


    


    
      
        
           


        

        
          B-5

          
            

          

        

        
           


        

      

    

    


     

    


    
      Exhibit E-2:
Standard File
Codes – Delinquency Reporting

    

     

    The Loss Mit
Type field should show the approved Loss Mitigation Code as
follows:

     

    
      	
              ·  

            	
              ASUM- 
      Approved Assumption

            


    

     

    
      	
              ·  

            	
              BAP-  Borrower
      Assistance Program

            


    

     

    
      	
              ·  

            	
              CO- 
      Charge Off

            


    

     

    
      	
              ·  

            	
              DIL-  Deed-in-Lieu

            


    

     

    
      	
              ·  

            	
              FFA-  Formal
      Forbearance Agreement

            


    

     

    
      	
              ·  

            	
              MOD-  Loan
      Modification

            


    

     

    
      	
              ·  

            	
              PRE-  Pre-Sale

            


    

     

    
      	
              ·  

            	
              SS-  Short
      Sale

            


    

     

    
      	
              ·  

            	
              MISC- 
      Anything else approved by the PMI or Pool
  Insurer

            


    

     

    NOTE:
LaSalle 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
LaSalle 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:

     

    
      	
              ·  

            	
              Mortgagor

            


    

     

    
      	
              ·  

            	
              Tenant

            


    

     

    
      	
              ·  

            	
              Unknown

            


    

     

    
      	
              ·  

            	
              Vacant

            


    

     

    The Property
Condition field should show the last reported condition of the property
as follows:

     

    
      	
              ·  

            	
              Damaged

            


    

     

    
      	
              ·  

            	
              Excellent

            


    

     

    
      	
              ·  

            	
              Fair

            


    

     

    
      	
              ·  

            	
              Gone

            


    

     

    
      	
              ·  

            	
              Good

            


    

     

    
      	
              ·  

            	
              Poor

            


    

     

    
      	
              ·  

            	
              Special
      Hazard

            


    

     

    
      	
              ·  

            	
              Unknown

            


    

     

     

    


    
      
        
           


        

        
          B-6

          
            

          

        

        
           


        

      

    

    


     

    
      Exhibit E-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

            


    

    


    


    
      
        
           


        

        
          B-7

          
            

          

        

        
           


        

      

    

    


    


    
      Exhibit E-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

            


    

     

    


    


    


    
      
        
           


        

        
          B-8

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
E-3

    


    Calculation of Realized
Loss/Gain Form 332– Instruction Sheet

    (a)           1.           The
numbers on the form correspond with the numbers listed below.

     

    Liquidation and Acquisition
Expenses:

     

    
      	
               
      

            	
              1.

            	
              The
      Actual Unpaid Principal Balance of the Mortgage Loan.  For
      documentation, an Amortization Schedule from date of default through
      liquidation breaking out the net interest and servicing fees advanced is
      required.

            


    

     

     

    


     

    
      	
               
      

            	
              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. For
      documentation, an Amortization Schedule from date of default through
      liquidation breaking out the net interest and servicing fees advanced is
      required.

            


    

    
      	
               
      

            	
              3.

            	
              Accrued
      Servicing Fees based upon the Scheduled Principal Balance of the Mortgage
      Loan as calculated on a monthly basis. For documentation, an Amortization
      Schedule from date of default through liquidation breaking out the net
      interest and servicing fees advanced is
  required.

            


    

    
      	
                             
      4-12.

            	
              Complete
      as applicable.  All line entries must be supported by copies of
      appropriate statements, vouchers, receipts, bills, canceled checks, etc.,
      to document the expense.  Entries not properly documented will
      not be reimbursed to the Servicer.

            


    

    
      	
               
      

            	
              13.

            	
              The
      total of lines 1 through 12.

            


    

    (b)           Credits:

     

    
      	
                            
      14-21.

            	
              Complete
      as applicable.  All line entries must be supported by copies of
      the appropriate claims forms, EOBs, HUD-1 and/or other proceeds
      verification, 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
      20.

            


    

     

    
      	
               
      

            	
              22.

            	
              The
      total of lines 14 through 21.

            


    

     

     

    


     

     

    
      	
               
      

            	
              Please note:
      For HUD/VA loans, use line (15) for Part A/Initial proceeds and line (16)
      for Part B/Supplemental proceeds.

            


    

     

     

    
      	
              14.  

            	
              Total
      Realized Loss (or Amount of Any
Gain)

            


    

    
      	
               
      

            	
              23.

            	
              The
      total derived from subtracting line 22 from 13.  If the amount
      represents a realized gain, show the amount in parenthesis
      (   ).

            


    

    


    


    


    
      
        
           


        

        
          B-9

          
            

          

        

        
           


        

      

    

    


    
      Exhibit E-3: Calculation of Realized Loss/Gain
Form 332

    

    


     

    LASALLE
BANK, N.A.

    CALCULATION
OF REALIZED LOSS/GAIN

     

           Prepared
by:  __________________                                                                                                Date:  _______________

                         
Phone:  ______________________                         
Email Address:_____________________

     

     

    
      	
              Servicer
      Loan No.

               

               

            	 
      	
              Servicer
      Name

               

               

            	 
      	
              Servicer
      Address

               

               

            


    

     

                  LASALLE
BANK, N.A. Loan No._____________________________

                  Borrower's
Name:________________________________________________________

                 
Property
Address:________________________________________________________________

                 
Liquidation and Acquisition Expenses:

                  (1)      Actual Unpaid Principal Balance of
Mortgage
Loan                   $ ________________ 
(1)

                 
(2)      Interest accrued at Net
Rate                                                               ________________ 
(2)

                 
(3)      Accrued Servicing
Fees                                                                      ________________ 
(3)

                 
(4)      Attorney's
Fees                                                                                    ________________ 
(4)

                 
(5)      Taxes                                                                                                     
________________  (5)

                 
(6)      Property
Maintenance                                                                         ________________ 
(6)

                  (7)      MI/Hazard
Insurance
Premiums                                                         ________________ 
(7)

                 
(8)      Utility
Expenses                                                                                    ________________ 
(8)

                 
(9)      Appraisal/BPO                                                                                      ________________ 
(9)

                 
(10)    Property
Inspections                                                                           
________________  (10)

                 
(11)    FC Costs/Other Legal
Expenses                                                        
________________  (11)

                 
(12)    Other
(itemize)                                                                                     $________________ 
(12)

                                      
Cash for
Keys__________________________                 ________________

                                      
HOA/Condo
Fees_______________________                 ________________

                                      
_____________________________________                 ________________

                                      
_____________________________________                 ________________

                                     
Total
Expenses                                                                           $
_______________  (13)

                  
Credits:

    (14)   Escrow
Balance                                                                                   $
_______________  (14)

    (15)   HIP
Refund                                                                                             _______________ 
(15)

    (16)   Rental
Receipts                                                                                     
_______________  (16)

    (17)   Hazard
Loss
Proceeds                                                                           _______________ 
(17)

    (18)   Primary
Mortgage Insurance
Proceeds                                              _______________ 
(18)

    (19)   Pool
Insurance
Proceeds                                                                      _______________ 
(19)

    (20)   Proceeds
from Sale of Acquired
Property                                          _______________ 
(20)

    (21)   Other
(itemize)                                                                                       
_______________  (21)

     _________________________________________                   _______________

     

     

    


    
      
        
           


        

        
          B-10

          
            

          

        

        
           


        

      

    

    


                           
_________________________________________                   
________________

    Total
Credits                                                                                          $________________ 
(22)

     

    Total Realized Loss (or Amount of
Gain)                                                                    ________________ 
(23)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    


    
      
        
           


        

        
          B-11

          
            

          

        

        
           


        

      

    

    


     

    APPENDIX
I

     

    Purchase
and Servicing Agreement

     

    


    [Included
as Exhibit 10.3(A) to the Current Report on Form 8-K pursuant to

         which
this Assignment, Assumption and Recognition Agreement is filed.]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


    
      
        
           


        

        
          Appendix
I