EXECUTION COPY
AMENDMENT NO. 1 TO THE
MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
(JUMBO FIXED RATE MORTGAGE LOANS)
(COUNTRYWIDE HOME LOANS, INC.--
BANC OF AMERICA MORTGAGE CAPITAL CORPORATION)
This Amendment No. 1 (this "Amendment"), dated as of July 1, 2003, by and
among BANK OF AMERICA, N.A., a national banking association (the "Assignee"),
BANC OF AMERICA MORTGAGE CAPITAL CORPORATION, a North Carolina corporation (the
"Purchaser"), and COUNTRYWIDE HOME LOANS, INC., a New York corporation (the
"Company") is to that certain Master Mortgage Loan Purchase and Servicing
Agreement (the "Agreement"), dated as of April 1, 2003, by and between the
Purchaser and the Company. The Purchaser has previously assigned its interest in
the Agreement with respect to certain Mortgage Loans purchased from the Company
prior to the date hereof to the Assignee.
With respect to the Agreement, the Company, the Assignee and the Purchaser
hereby agree as follows:
1. The definition "Accepted Servicing Practices" is amended by inserting
immediately after the language "and local law" the following, "and the ▇▇▇▇▇▇
▇▇▇ Single Family Servicing Guide".
2. The following Section is inserted into the Agreement (and the Table of
Contents is amended accordingly):
4.19 AUTOMATED SERVICING SYSTEMS.
Countrywide shall setup, format, maintain and transmit to the
Purchaser Countrywide's mortgage servicer file and other electronic
data storage and transmission systems related to the Mortgage Loans
(collectively, the "Servicing Systems") in accordance with the
guidelines and requirements set forth in Exhibit G attached hereto
(the "Servicer Requirements"), and Countrywide shall cooperate with
the Purchaser to receive data from the Purchaser that is to be
incorporated in the Servicing Systems in accordance with the Servicer
Requirements.
3. Section 5.02 is amended by inserting the following language as the first
paragraph thereof:
Not later than the fifth (5th) Business Day of each month, Countrywide
shall furnish to the Purchaser, with respect to the preceding month, a
monthly collection report, a monthly paid in full report that
summarizes Mortgage Loans paid in full during the Due Period and a
monthly trial balance report that provides a trial balance as of the
last day of the month preceding such Remittance Date in electronic
format agreed upon by Countrywide and the Purchaser.
4. The following Section is inserted into the Agreement (and the Table of
Contents is amended accordingly):
SECTION 6.07 COOPERATION WITH THIRD-PARTY SERVICE PROVIDERS.
Countrywide shall cooperate with the Purchaser in servicing the
Mortgage Loans in accordance with the usual and customary requirements
of any credit enhancement, risk management and other service providers
and shall otherwise cooperate with the Purchaser in connection with
such third party service providers and the provision of third party
services; provided, however, that such requirements are reasonably
acceptable to Countrywide and pose no greater risk, obligation or
expense to Countrywide than otherwise set forth in this Agreement. Any
additional costs and/or expenses shall be paid by the requesting
party."
5. Section 8.12 is amended by inserting the following language as the third
paragraph thereof:
Notwithstanding any other express or implied agreement to the
contrary, the parties agree and acknowledge that each of them and each
of their employees, representatives, and other agents may disclose to
any and all persons, without limitation of any kind, the tax treatment
and tax structure of the transaction and all materials of any kind
(including opinions or other tax analyses) that are provided to any of
them relating to such tax treatment and tax structure, except to the
extent that confidentiality is reasonably necessary to comply with
U.S. federal or state securities laws. For purposes of this paragraph,
the terms "tax treatment" and "tax structure" have the meanings
specified in Treasury Regulation section 1.6011-4(c).
6. The language contained in Exhibit A hereto is inserted into the
Agreement as Exhibit G thereto in its entirety.
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7. Section 3.02(uu) is amended by deleting the word "and" following the
semi-colon (;) at the end of such Section.
8. Section 3.02(vv) is amended by deleting the period (.) at the end of
such Section and inserting in its place a semi-colon (;) followed by "and".
Upon execution of this Amendment, the Agreement as it relates to Mortgage
Loans sold to the Purchaser by the Company prior to the date hereof and owned by
the Assignee as of the date hereof will be read to contain the above amendments,
and any future reference to the Agreement will mean the Agreement as so
modified. The parties hereto acknowledge that the Agreement has not been
modified or amended, except as otherwise expressly described or provided for
herein.
Any capitalized terms not otherwise defined herein will have the meanings
assigned to them in the Agreement.
[SIGNATURES FOLLOW]
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IN WITNESS HEREOF, the parties have caused their names to be signed to this
Amendment No. 1 by their respective duly authorized officers as of the date
first written above.
COUNTRYWIDE HOME LOANS, INC.
a New York corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice President
BANC OF AMERICA MORTGAGE CAPITAL
CORPORATION
a North Carolina corporation
By: /s/ ▇▇▇▇▇ ▇. Good
------------------------------------
Name: ▇▇▇▇▇ ▇. Good
Title: ▇▇▇▇▇ ▇. Good
BANK OF AMERICA, N.A.
a national banking association
By: /s/ ▇▇▇▇▇ ▇. Good
------------------------------------
Name: ▇▇▇▇▇ ▇. Good
Title: ▇▇▇▇▇ ▇. Good
[Signature Page to Amendment No. 1 to the CWHL MMLPSA (Jumbo)]
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EXHIBIT A
SERVICER REQUIREMENTS
o LOADING/UPDATING INVESTOR HEADERS
1. Bank of America will provide investor matrix for input on Servicer
system, if applicable. Updates/additions will occur monthly, including
new investor header detail for each new deal that is settled.
2. The Servicer will load investor information upon receipt or before
month end for inclusion on the next month-end file to Bank of America.
3. The Servicer will include the investor information on the Monthly
Servicer File and the Monetary File.
o LOADING ACCOUNT NUMBERS
1. Upon receipt of a funding schedule, Bank of America will deliver a
cross reference of Servicer-to-Bank of America account numbers within
24 hours (or same day, if last day of the month). The account numbers
will be delivered in an electronic format that is agreed upon.
2. The Servicer will load account numbers upon receipt or before month
end to ensure inclusion with the next month-end files to Bank of
America.
o AUTOMATED MONETARY TRANSACTION FILE
1. The Servicer will establish a process to feed a Monthly Servicer File
to Bank of America that contains loan information specified in the MSF
layout provided.
2. The feed will include all new loans purchased in the previous month,
as well as a maintenance file for all existing loans in the Bank of
America LSBO portfolio.
3. The file will cut-off at month-end, including any changes or
transactions that occur on the last day of the month.
4. The file will be transmitted from the Servicer to the specified
mailbox at Bank of America.
5. Bank of America will receive and process the electronic file on the
first business day of the month for the previous month-end file.
6. The Servicer will provide an email providing file details for
balancing.
o MONTHLY SERVICER FILE - ONGOING PROCESS
1. The Servicer will establish a process to feed a Monthly Servicer File
(MSF) to Bank of America that contains loan information specified in
the MSF layout provided.
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2. The feed will include all new loans purchased in the previous month,
as well as a maintenance file for all existing loans in the Bank of
America LSBO portfolio.
3. The file will cut-off at month-end, including any changes or
transactions that occur on the last day of the month.
4. The file will be transmitted from the Servicer to the specified
mailbox at Bank of America.
5. Bank of America will receive and process the electronic file on the
first business day of the month for the previous month-end file.
6. The Servicer will provide an email providing file details for
balancing.
o MONTHLY SERVICER FILE - TEST FILE
For testing purposes, Bank of America requests a sample file that represents the
Monthly Servicer File.
1. The Servicer will load/update investor header information received
from Bank of America.
2. Bank of America will receive and process the file on the first
business day of the month for the previous month-end file.
3. The Servicer will provide an email providing file details for
balancing.
o REPORTING REQUIREMENTS
The Servicer will provide the following reports to Bank of America by the 1st
business day of the month, unless otherwise specified. Reports will be provided
in an electronic format, unless otherwise specified. The reports listed below
are required for the LSBO project; reports in addition to these may also be
required.
The description of these reports is as follows:
o COLLECTION REPORT - Report that summarizes the collections made during
the reporting period.
o PAID IN FULL REPORT - Report that summarizes paid in full loans made
during the reporting period.
o TRIAL BALANCE REPORT - Monthly statement of mortgage accounts or a
trial balance as of the cutoff date.
o SCHEDULED REMITTANCE REPORTS - Servicers send on a monthly basis. We
would like this report by the 5th business day.
o DELINQUENCY REPORT - Report from the servicer to be sent by the 5th
business day. LSBO would like this report sent via e-mail or fax.
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