ex10_2c.htm


    
       

      EXECUTION
COPY

       

       

      Exhibit
10.2(C)

       

       

      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”),
Wells Fargo Bank, N.A., a national banking association (“Wells Fargo Bank”),
as servicer, and acknowledged by LaSalle Bank National Association, as master
servicer of the Banc of America Funding 2008-1 Trust.

       

      WHEREAS,
pursuant to that certain Flow Servicing Rights Purchase and Sale Agreement,
dated as of July 1, 2006 (the “BANA Purchase
Agreement”), by and between the Assignor and Wells Fargo Bank, the
Assignor has sold, and Wells Fargo Bank has purchased, the servicing rights
related to certain of the mortgage loans (the “BANA Purchase Agreement
Mortgage Loans”) listed on Exhibit A
hereto;

       

      WHEREAS,
Wells Fargo Bank has agreed to service the Mortgage Loans in accordance with
that certain Servicing Agreement, dated as of July 1, 2006, as amended by that
certain Amendment No. 1, dated as of June 1, 2007 (together, the “Servicing
Agreement”), both by and between the Assignor and Wells Fargo Bank
(attached hereto in Appendix
I);

       

      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 National Association, as a master servicer (in
such capacity, the “Master Servicer”) and
as securities administrator (in such capacity, the “Securities
Administrator”), is entering into a Pooling and Servicing Agreement,
dated the date hereof (the “Pooling Agreement”),
among BAFC, the Master Servicer, the Securities Administrator and the Assignee,
pursuant to which the Master Servicer shall 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 Servicing Agreement (other than the rights of the
Assignor to indemnification thereunder).


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      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 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 Wells Fargo Bank with respect to
the Purchase Agreement, the 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 Agreement, the Servicing
Agreement or the Mortgage Loans, including without limitation the transfer of
the servicing obligations under the 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 Agreement, the 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 (the “33 Act”) or which
would render the disposition of the Mortgage Loans a violation of Section 5 of
the 33 Act or require registration pursuant thereto.

       

      3.           From
and after the date hereof, Wells Fargo Bank shall note the transfer of the
Mortgage Loans to the Assignee in its books and records, and Wells Fargo Bank
shall recognize the Assignee as the owner of the Mortgage
Loans.  Notwithstanding anything to the contrary contained in Section
9.01 of the Servicing Agreement, Wells Fargo Bank shall service the Mortgage
Loans pursuant to the Servicing Agreement as modified by Section 6 of this
Agreement, for the benefit of the Assignee.  Wells Fargo Bank
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
monitor the servicing of the Mortgage Loans on behalf of the Assignee pursuant
to the terms and conditions of the Servicing Agreement. The Master Servicer
shall be authorized to enforce directly against Wells Fargo Bank any of the
obligations of Wells

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


       

      Fargo
Bank to the Assignor or its assignees provided for in the Servicing Agreement,
other than the indemnification obligations of Wells Fargo Bank to the Assignor
only.

       

      4.           Wells
Fargo Bank hereby represents and warrants to each of the other parties hereto
(i) that the representations and warranties of Wells Fargo Bank in Section 3.01
of the 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 at
and/or as of the date hereof, (ii) that it has serviced the Mortgage Loans
in accordance with the terms of the Servicing Agreement, and (iii) that it
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.

       

      5.           Wells
Fargo Bank 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 (MERS ID
#1001065), 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.


       

      6.           Wells
Fargo Bank, BAFC and the Assignee hereby agree to the following modifications to
the Servicing Agreement with respect to the Mortgage Loans:

       

      
        	
                 
      

              	
                a.

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

              


      

      


      
        	
                 
      

              	
                “Capitalization
      Reimbursement Amount: As defined in Section
  4.01.”

              


      

      


      
        	
                 
      

              	
                b.

              	
                Article
      I.  Article I is hereby modified by deleting the
      definition of “Principal Prepayment Period” and replacing it with the
      following:

              


      

       

      “The
calendar month preceding the month in which the related Remittance Date
occurs.”

       

      
        	
                 
      

              	
                c.

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

              


      

       

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

      


      
        	
                 
      

              	
                d.

              	
                Section
      4.01.  Section 4.01 is hereby modified by deleting the
      second sentence of the second paragraph and adding the following language
      at the end of such second
paragraph:

              


      

      


      
        	
                 
      

              	
                “If,
      in connection with any modification, a Mortgage Loan has been modified to
      increase its principal balance by the amount of any Monthly Advances or
      any Servicing Advances previously made by the Servicer on behalf of the
      related Mortgagor (any such amount, a “Capitalization Reimbursement
      Amount”), the

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      Servicer
may be reimbursed for such Capitalization Reimbursement Amount as provided in
Section 4.05.”

      


      
        	
                 
      

              	
                e.

              	
                Section
      4.03.  Section 4.03 is hereby modified to read as
      follows:

              


      

       

      
        	
                 
      

              	
                “Continuously
      from the respective Cut-off Date until the principal and interest on all
      Mortgage Loans are paid in full or the Mortgage Loans have been fully
      liquidated (with respect to Mortgage Loans that remain subject to this
      Agreement pursuant to Section 9.01 hereof), in accordance with this
      Agreement and Accepted Servicing Practices, the Servicer shall proceed
      diligently to collect all payments due under each of the Mortgage Loans
      when the same shall become due and payable and shall take special care in
      ascertaining and estimating Escrow Payments and all other charges that
      will become due and payable with respect to the Mortgage Loan and the
      Mortgaged Property, to the end that the installments payable by the
      Mortgagors will be sufficient to pay such charges as and when they become
      due and payable.”

              


      

       

      
        	
                 
      

              	
                f.

              	
                Section
      4.05.  Section 4.05(b) 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.  Section 4.05(c) 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 subsection after subsection
(i):

              


      

      


      
        	
                 
      

              	
                “(j)
      to reimburse itself for any unreimbursed Capitalization Reimbursement
      Amounts solely from principal remitted on the related Remittance Date or
      any subsequent Remittance Date until fully reimbursed, it being understood
      that, in the case of any such reimbursement, the Servicer’s right thereto
      shall be prior to the rights of the
Purchaser;”

              


      

      


      
        	
                 
      

              	
                i.

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

              


      

      


      
        	
                 
      

              	
                j.

              	
                Section
      4.10.  Section 4.10 is hereby modified
  by:

              


      

      


      (1)
deleting the third paragraph in its entirety and replacing it with the
following:


       

      “If a
Mortgage is secured by a unit in a condominium project, the Servicer shall use
reasonable efforts to verify that the insurance coverage required of the owner’s
association, including hazard, flood, liability and fidelity coverage,
is


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


       

      being
maintained in accordance with Fannie Mae or Freddie Mac
requirements.  In the event that the Servicer becomes aware that any
such required coverage is no longer being maintained, the Servicer shall take
immediate steps to order lender-placed insurance coverage to protect the
collateral in an amount equal to the unpaid principal balance or, with respect
to the peril of flood, the lesser of (a) the unpaid principal balance or (b) the
amount of flood insurance coverage available for an individual condominium unit
under the National Flood Insurance Program.” and

      


      
        	
                 
      

              	
                (2)
      deleting the following language from the fourth
  paragraph:

              


      

      


      “and if
the Mortgagor does not obtain such coverage, the Servicer shall immediately
force place the required coverage on the Mortgagor’s behalf.”

       

      
        	
                 
      

              	
                k.

              	
                Section
      4.13.  Section 4.13 is hereby deleted in its entirety and
      replaced with the following:

              


      

       

      
        	
                 
      

              	
                “The
      Servicer or its agent shall inspect the Mortgaged Property as often as is
      reasonably deemed necessary by the Servicer in accordance with Accepted
      Servicing Practices or as may be required by the primary mortgage guaranty
      insurer, to assure itself that the value of the Mortgaged Property is
      being preserved.  The Servicer shall keep a record of each such
      inspection and, upon request, shall provide the Purchaser with an
      electronic report of each such
inspection.”

              


      

       

      
        	
                 
      

              	
                l.

              	
                Section
      4.15.  Section 4.15 is hereby modified
  by

              


      

       

      
        	
                 
      

              	
                inserting
      the words “or other applicable law” after “et seq” at the end of the
      second sentence of the first
paragraph.

              


      

       

      
        	
                 
      

              	
                m.

              	
                Section
      4.15.  Section 4.15 is hereby modified by adding the
      following language to the end of the second paragraph
    therein:

              


      

       

      “In the
event that a Mortgage Loan is subject to pool insurance or becomes subject to
pool insurance and either of the Servicer or the Securities Administrator have
been notified of such coverage, the party so notified shall give prompt notice
to the other party regarding such policy, and the Servicer agrees to (i) prepare
and present claims to the related insurer and to take such other actions as
shall be necessary in accordance with Accepted Servicing Practices to permit
recovery under any such insurance policies, and (ii) cooperate with LaSalle as
Securities Administrator in connection with any such actions and the filing and
payment of any such claims.  Pursuant to Section 4.04, any amounts
collected by the Servicer under any pool insurance policy shall be deposited in
the Custodial Account, subject to withdrawal pursuant to Section 4.05. In the
event that the Servicer is not notified of existing or subsequently acquired
pool insurance coverage, the Servicer shall be under no obligation to pursue any
claims or to take any other action related to such coverage.”


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


       

      


       

      
        	
                 
      

              	
                n.

              	
                Section
      4.16.  Section 4.16 is hereby modified by deleting the
      second sentence of the sixth paragraph in its
  entirety.

              


      

       

      
        	
                 
      

              	
                o.

              	
                Section
      4.23  Section 4.23 is hereby modified by adding to the
      beginning of the paragraph, the following
  language:

              


      

       

      
        	
                 
      

              	
                “To
      the extent that the Servicer has serviced the Mortgage Loans for a period
      of sixty (60) days,”

              


      

       

      
        	
                 
      

              	
                p.

              	
                Section
      4.25.  Section 4.25 is hereby deleted in its entirety and
      replaced with the following:

              


      

       

      
        	
                 
      

              	
                “[Reserved]”

              


      

       

      
        	
                 
      

              	
                q.

              	
                Section
      5.01.  Section 5.01 is hereby modified by deleting “the
      second Business Day following” from the first sentence of the second
      paragraph.

              


      

       

       

      
        	
                 
      

              	
                r.

              	
                Section
      5.02.  Section 5.02 is hereby deleted in its entirety and
      replaced with the following
language:

              


      

       

      “Not
later than the tenth (10th)
calendar day of each month, the Servicer shall furnish to the Owner (or any
master servicer) a monthly cutoff file and payoff report in the form set forth
in Exhibit D-1,
a monthly delinquency report in the form set forth in Exhibit D-2, and a
statement of expenses report in the form set forth in Exhibit D-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.  The information required by Exhibit D-2 is
limited to that which is readily available to the Servicer and is mutually
agreed to by the Servicer and the Owner (or any master servicer).”

       

      The
exhibits referenced in this Section 6(r) are attached to this Agreement as Exhibit B
hereto.

      


      
        	
                 
      

              	
                s.

              	
                Section
      6.02,  Section 6.02 is hereby modified by amending the
      second paragraph, after “secured by the Mortgage” in the second line, to
      add the following language:

              


      

       

      
        	
                 
      

              	
                “(other
      than as a result of modification of the Mortgage Loan or liquidation of
      the Mortgaged Property pursuant to the terms of this
      Agreement)”

              


      

       

      
        	
                 
      

              	
                t.

              	
                Section
      6.04.  Section 6.04 is hereby modified
  by

              


      

       

      
        	
                 
      

              	
                (1)  deleting
      the references to “the Owner or any Master Servicer and Depositor” and
      replacing them with “the Master Servicer and the Master Servicer shall
      deliver to the Depositor.”; and

              


      

       

      
        	
                 
      

              	
                (2)  replacing  the
      phrase “commencing in 2007” with “commencing in
  2009”

              


      

       

      
        	
                 
      

              	
                u.

              	
                Section
      6.06.  Section 6.06 is hereby modified
  by:

              


      

       


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                (1)

              	
                deleting
      the references to “the Owner, any Master Servicer and any Depositor” and
      replacing them with “the Master Servicer and the Master Servicer shall
      deliver to the Depositor”; and

              


      

       

      
        	
                 
      

              	
                (2)  replacing  the
      phrase “commencing in 2007” with “commencing in
  2009”

              


      

       

      
        	
                 
      

              	
                v.

              	
                Section
      9.01.  Section 9.01 is hereby modified
  by:

              


      

       

      
        	
                 
      

              	
                (1)
      modifying Section 9.01(g)(iii) to read as
  follows:

              


      

       

      
        	
                 
      

              	
                “In
      addition to such information as the Servicer, as servicer, is obligated to
      provide pursuant to other provisions of this Agreement, not later than ten
      (10) days prior to the deadline for the filing of any distribution report
      on Form 10-D in respect of any Securitization Transaction that includes
      any of the Mortgage Loans serviced by the Servicer or any Subservicer, the
      Servicer or such Subservicer, as applicable, shall, to the extent the
      Servicer or such Subservicer has knowledge, provide to the party
      responsible for filing such report (including, if applicable, the Master
      Servicer) notice of the occurrence of any of the following events along
      with all information, data, and materials related thereto as may be
      required to be included in the related distribution report on Form 10-D
      (as specified in the provisions of Regulation AB referenced
      below):

              


      

       

      (A)           any
material modifications, extensions or waivers of pool asset terms, fees,
penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);

       

      (B)           material
breaches of pool asset representations or warranties or transaction covenants
(Item 1121(a)(12) of Regulation AB); and

       

      (C)           information
regarding new asset-backed securities issuances backed by the same pool assets,
any pool asset changes (such as, additions, substitutions or repurchases), and
any material changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of Regulation
AB).

       

      (iv)           The
Servicer shall provide to the Master Servicer and the Master Servicer shall
deliver to the Depositor, evidence of the authorization of the person signing
any certification or statement, copies or other evidence of Fidelity Bond
Insurance and Errors and Omission Insurance policy, financial information and
reports, and such other information related to the Servicer or any Subservicer
or the Servicer or such Subservicer’s performance hereunder.”; and

       


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


       

      (2)           modifying
Section 9.01(k) by deleting the word “Investor” and replacing it with “party
designated by the Owner”; and

       

      (3)           modifying
the last paragraph of Article IX by adding the words, “or (iii) repurchased or
otherwise removed from such trust,” after the words “for any
reason”.

       

      
        	
                 
      

              	
                w.

              	
                Section
      10.01.  Section 10.01 is hereby modified
    by:

              


      

       

      (1)           replacing
the word “sixty (60)” with “thirty (30)” in Section 10.01(b) and inserting the
following thereafter:

       

      “(or, in
the case of any failure by the Servicer to perform its obligations under Section
6.04 or Section 6.06, ten (10))”; and

       

      (2)           replacing
the word “fifteen (15)” with “ten (10)” in Section 10.01(j).

       

      
        	
                 
      

              	
                x.

              	
                Section
      11.02.  Section 11.02 is hereby modified by adding the
      following to the end of the second paragraph
  therein;

              


      

       

      
        	
                 
      

              	
                “The
      Owner or successor servicer shall reimburse the Servicer for all accrued
      and unpaid Servicing Fees and unreimbursed Servicing Advances and Monthly
      Advances upon the transfer of servicing to a successor
      servicer.”

              


      

       

      7.           The
Assignee’s address for purposes of all notices and correspondence related to the
Mortgage Loans and the Purchase Agreement 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

       

      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


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
 

       

      The
Master Servicer’s address for purposes of all notices and correspondence related
to 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


       

      The
Master Servicer’s electronic mail address for purposes of all notices and
correspondence related to the Mortgage Loans is:

       

      master.servicing@lasallegts.com

       

      8.           Wells
Fargo Bank shall remit all funds pursuant to the following wire
instructions:

       

      LASALLE
BANK NATIONAL ASSOCIATION

      ABA# 071000505

      FOR
CREDIT TO: LaSalle CHGO/CTR/BNF:/LaSalle Trust

      FFC TO:
BAFC 2008-1 # 725470.

      


      9.           Wells
Fargo Bank hereby acknowledges that LaSalle Bank National Association 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 Wells Fargo
Bank, as they relate to the Mortgage Loans, under the Servicing Agreement. 
Such right will include, without limitation, the right to exercise any and all
rights of the Assignor (without creating hereunder any duty to perform the
obligations of Assignor or its assignees) under the Servicing Agreement to
monitor and enforce the obligations of Wells Fargo Bank thereunder, the right to
receive all remittances required to be made by Wells Fargo Bank under the
Servicing Agreement, the right to receive all monthly reports and other data
required to be delivered by Wells Fargo Bank under the Servicing Agreement, the
right to examine the books and records of Wells Fargo Bank, as servicer, the
right to enforce all applicable indemnification obligations of Wells Fargo Bank
under the Servicing Agreement, and the right to exercise any applicable rights
of consent and approval relating to actions taken by Wells Fargo Bank, as
servicer.

       

      10.           Notwithstanding
any provision of the Servicing Agreement to the contrary, and solely with
respect to the Mortgage Loans, any Prepayment Penalties collected by Wells Fargo
Bank shall be remitted to the Assignor.

       

      11.           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
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 Agreement or the Servicing Agreement), or be liable
for the breach or failure of any obligation, representation, warranty or
covenant of the Trust under this Agreement or any other


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


       

      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]


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


       

      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

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                Wells
      Fargo Bank, N.A., as servicer

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Jacalyn
      Priestley                     
      

              
	 
      	
                Name:

              	
                Jacalyn
      Priestley

              
	 
      	
                Title:

              	
                Vice
      President

              


      

      



      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      


       

      Acknowledged
and Agreed as

      of the
date first written above:

       

       

      
        	
                LaSalle
      Bank National Association, as Master
Servicer

              


      

       

      By:          /s/ Rita
Lopez                       


      Name:    Rita
Lopez

      Title:      Vice
President

       

      



      
        
           


        

        
          12

          
            

          

        

        
           


        

      


       

      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.]

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       


      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      


      EXHIBIT
B

       

      


      
        Exhibit D-1: Standard File Layout –
Scheduled/Scheduled

      

      
        	
                STANDARD
      660 FILE FORMAT

              
	 
      	 
      	 
      	 
      
	
                FIELD

              	
                FIELD

              	
                Field

              	
                FIELD

              
	
                NUMBER

              	
                NAME

              	
                Type

              	
                DEFINITION

              
	 
      	 
      	 
      	 
      
	
                1

              	
                S50YDATE

              	
                MM/DD/YY

              	
                Cutoff
      Date

              
	
                2

              	
                CLIENT

              	
                Text(3)

              	
                WF
      Client Number

              
	
                3

              	
                INVNUM

              	
                Text(3)

              	
                WF
      Investor Number

              
	
                4

              	
                CATNUM

              	
                Text(3)

              	
                WF
      Category Number

              
	
                5

              	
                POOLNUM

              	
                Text(15)

              	
                Pool
      Number

              
	
                6

              	
                LOANNUMBER

              	
                Text(10)

              	
                WF
      Loan Number

              
	
                7

              	
                INVLNNO

              	
                Text(10)

              	
                Investor
      Loan Number

              
	
                8

              	
                SCHPRIN

              	
                Currency

              	
                Scheduled
      Principal Payment

              
	
                9

              	
                SCHNETINT

              	
                Currency

              	
                Scheduled
      Net Interest Amount

              
	
                10

              	
                CURTDATE

              	
                MM/DD/YY

              	
                Curtailment
      Date

              
	
                11

              	
                CURTCOL

              	
                Currency

              	
                Total
      Curtailment Amount

              
	
                12

              	
                CURTADJ

              	
                Currency

              	
                Total
      Curtailment Int Adjustment Amount

              
	
                13

              	
                PRINDIFF

              	
                Currency

              	
                Loan
      Sale Difference

              
	
                14

              	
                PRINADJ

              	
                Currency

              	
                Loan
      Sale Difference Interest Adjustment

              
	
                15

              	
                CURTREMIT

              	
                Currency

              	
                Total
      Curtailment Remittance Amount

              
	
                16

              	
                INTRATE

              	
                99.999999

              	
                Interest
      Rate

              
	
                17

              	
                SFRATE

              	
                99.999999

              	
                Service
      Fee Rate

              
	
                18

              	
                YIELD

              	
                99.999999

              	
                Pass
      Through Rate

              
	
                19

              	
                PANDI

              	
                Currency

              	
                Principal
      and Interest Payment

              
	
                20

              	
                BEGSCHPB

              	
                Currency

              	
                Beginning
      Scheduled Balance

              
	
                21

              	
                ENDSCHPB

              	
                Currency

              	
                Ending
      Scheduled Balance

              
	
                22

              	
                BEGPB

              	
                Currency

              	
                Beginning
      Principal Balance

              
	
                23

              	
                ENDPB

              	
                Currency

              	
                Ending
      Principal Balance

              
	
                24

              	
                DUEDATE

              	
                MM/DD/YY

              	
                Due
      Date

              
	
                25

              	
                PRINCOL

              	
                Currency

              	
                Principal
      Collected

              
	
                26

              	
                INTCOL

              	
                Currency

              	
                Interest
      Collected

              
	
                27

              	
                SFCOL

              	
                Currency

              	
                Service
      Fee Collected

              
	
                28

              	
                BUYDOWN

              	
                Currency

              	
                Buydown
      Amount

              


      

       

      



      
        
           


        

        
          B-1

          
            

          

        

        
           


        

      


       

      


      
        	
                29

              	
                SCHREMIT

              	
                Currency

              	
                Schedule
      Principal and Net Interest Remittance Amount

              
	
                30

              	
                TYPE

              	
                Text(100)

              	
                Populated
      if "ARM" loan

              
	
                31

              	
                PIFDATEPAID

              	
                Currency

              	
                Payoff
      Date

              
	
                32

              	
                PIFPRINPAID

              	
                Currency

              	
                Payoff
      Principal Paid

              
	
                33

              	
                PIFNETINTPAID

              	
                Currency

              	
                Payoff
      Net Interest Paid

              
	
                34

              	
                PIFPENALTYINTPAID

              	
                Currency

              	
                Payoff
      Prepayment Penalty Paid

              
	
                35

              	
                PIFREMIT

              	
                Currency

              	
                Total
      Payoff Remitance Amount

              
	
                36

              	
                PENDING

              	
                True/False

              	
                Pending
      Transfer Flag

              
	
                37

              	
                MESSAGE

              	
                Text(100)

              	
                Messages

              
	
                38

              	
                SORTABLELOANNUMBER

              	
                Text(10)

              	
                Loan
      Number

              
	
                39

              	
                NOTES

              	
                Text(2000)

              	
                Loan
      Notes from Reporter

              
	
                40

              	
                IntOnly

              	
                True/False

              	
                Interest
      Only Flag

              
	
                41

              	
                SSCRAREMIT

              	
                Currency

              	
                Soldiers
      and Sailors Remittance Amount

              
	
                42

              	
                CLAIMSREMIT

              	
                Currency

              	
                Claims
      Remittance Amount

              
	
                43

              	
                MISCREMIT

              	
                Currency

              	
                Miscellaneous
      Remittance Amount

              
	
                44

              	
                TOTALREMIT

              	
                Currency

              	
                Total
      Remittance Amount

              
	
                45

              	
                PPPAMOUNT

              	
                Currency

              	
                Prepayment
      Penalty Calculated Amount

              
	
                46

              	
                PPPWAIVED

              	
                Currency

              	
                Prepayment
      Penalty Waived Amount

              
	
                47

              	
                PPPPAIDBYBORROWER

              	
                Currency

              	
                Prepayment
      Penalty Paid by the Borrower

              
	
                48

              	
                PPPPAIDBYSERVICER

              	
                Currency

              	
                Prepayment
      Penalty Paid by the Servicer

              
	
                49

              	
                MODEFFDATE

              	
                MM/DD/YY

              	
                Modification
      Effective Date

              
	
                50

              	
                MODTYPE

              	
                Text(100)

              	
                Modification
      Type (See Mod Type tab)

              
	
                51

              	
                ACTIONCODE

              	
                Text(100)

              	
                Action
      Code (See Action Code Tab)

              
	
                52

              	
                REASONFORREPURCHASE

              	
                TEXT(100)

              	
                Repurchase
      Reason

              
	
                53

              	
                ACTUALDUEDATE

              	
                MM/DD/YY

              	
                Actual
      Loan Due Date

              
	
                54

              	
                ACTUALPRINBAL

              	
                Currency

              	
                Actual
      Loan Prin Bal

              
	
                55

              	
                FORGIVENESSPRINCIPAL

              	
                Currency

              	
                Foregiveness
      Principal

              
	
                56

              	
                FORGIVENESSINTEREST

              	
                Currency

              	
                Foregiveness
      Interest

              
	
                57

              	
                FORGIVENESSESCROW

              	
                Currency

              	
                Foregiveness
      Escrow

              
	
                58

              	
                FORGIVENESSFEES

              	
                Currency

              	
                Foregiveness
      Fees

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Currency
      Max = 999,999,999.99

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Calculation:

              	 
      	 
      
	 
      	
                TotalRemit
      = SchRemt + PIFRemit + CurtRemit + SSCRARemit + ClaimsRemit +
      MiscRemit

              


      

       

      



      
        
           


        

        
          B-2

          
            

          

        

        
           


        

      


       

       

      
        Exhibit
D-2 Standard File Layout – Delinquency Reporting

      

       

      


        *The column/header names in
bold are the minimum fields LaSalle 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.

              	 
      	 
      
	
                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_ACT_COMP_DATE

              	
                The
      Date The Loss Mitigation Is Actually Completed

              	 
      	
                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 ($)

              
	
                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 ($)

              


      

       

      



      
        
           


        

        
          B-3

          
            

          

        

        
           


        

      


       

      


      
        	
                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

              


      

       

      



      
        
           


        

        
          B-4

          
            

          

        

        
           


        

      


       

      


      
        	
                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 ($)

              


      

       

      



      
        
           


        

        
          B-5

          
            

          

        

        
           


        

      


       

      
        Exhibit D-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 D-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 D-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
D-3: Calculation
of Realized Loss/Gain Form 332– Instruction Sheet

       

       

      NOTE:  Do
not net or combine items.  Show all expenses individually and all
credits as separate line items.  Claim packages are due on the
remittance report date.  Late submissions may result in claims not
being passed until the following month.  The Servicer is responsible
to remit all funds pending loss approval and /or resolution of any disputed
items.

       

      The
numbers on the 332 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.  Required
  documentation:

              


      

      *  For
taxes and insurance advances – see page 2 of 332 form - breakdown required
showing period of coverage, base tax, interest, penalty.  Advances
prior to default require evidence of servicer efforts to recover
advances.

       *  For
escrow advances - complete payment history (to calculate advances from last
positive escrow balance forward)

      *  Other
expenses -  copies of corporate advance history showing all
payments

      *  REO
repairs > $1500 require explanation

      *  REO
repairs >$3000 require evidence of at least 2 bids.

      *  Short
Sale or Charge Off require P&L supporting the decision and WFB’s approved
Servicing Officer certification

      *  Unusual
or extraordinary items may require further documentation.

      
        	
                 
      

              	
                13.

              	
                The
      total of lines 1 through 12.

              


      

       

      Credits:

      
        	
                14-21.

              	
                Complete
      as applicable.  Required
  documentation:

              


      

      * Copy of
the HUD 1 from the REO sale.  If a 3rd Party
Sale, bid instructions and Escrow Agent / Attorney Letter of Proceeds
Breakdown.

      *  Copy
of EOB for any MI or gov't guarantee

      *  All
other credits need to be clearly defined on the 332
form      
     

       

      
        	
                 
      

              	
                22.

              	
                The
      total of lines 14 through 21.

              


      

       

       

      
        	
                Please
      Note:

              	
                For
      HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b)
      for Part B/Supplemental proceeds.

              


      

       

       

      
        	
                 
      

              	
                Total Realized Loss
      (or Amount of Any Gain)

              


      

       


      
        
           


        

        
          B-9

          
            

          

        

        
           


        

      


       

      


       

       

      
        	
                 
      

              	
                23.

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

              


      


      
        
           


        

        
          B-10

          
            

          

        

        
           


        

      


      
         

        Exhibit 3A: Calculation of Realized Loss/Gain
Form 332

      

       

      


       

       

      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
Type:  REO
Sale                                  
3rd
Party
Sale               Short
Sale                            
Charge Off

       

      Was
this loan granted a Bankruptcy deficiency or
cramdown                      
Yes                                                 
No

       

      If “Yes”,
provide deficiency or cramdown amount
_______________________________

       

      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
(see page
2)                                                                                    _______________    (5)

      (6)           Property
Maintenance                                                                             _______________    (6)

      (7)           MI/Hazard
Insurance Premiums (see page
2)                                       _______________    (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__________________________                   _______________   (12)

          HOA/Condo
Fees_______________________                   _______________    (12)

          ______________________________________              
_______________     (12)

       

       

          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 / Gov’t
Insurance                                   _______________    (18a)


      HUD Part
A

       


      
        
           


        

        
          B-11

          
            

          

        

        
           


        

      


       

      


       

       

          ________________           (18b)


      HUD Part
B

      (19)           Pool
Insurance
Proceeds                                                       ________________    (19)

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

      (21)           Other
(itemize)                                                                                  ________________    (21)

      _________________________________________                      ________________    (21)

       

       

      Total
Credits                                                                                    $________________           (22)

       

       

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


      
        
           


        

        
          B-12

          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                Escrow
      Disbursement Detail

              


      

       

      


       

      


      
        	
                Type

                (Tax
      /Ins.)

              	
                Date
      Paid

              	
                Period
      of Coverage

              	
                Total
      Paid

              	
                Base
      Amount

              	
                Penalties

              	
                Interest

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

       

      



      
        
           


        

        
          B-13

          
            

          

        

        
           


        

      


      


       

      


      APPENDIX
I

      


      Servicing
Agreement

      


      


      [Included
as Exhibits 10.2(A) and 10.2(B) to the Current Report on Form 8-K pursuant
to

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