Countrywide – even with the servicing business – had negative value.

Incorrect, use DCF and you’ll see it. Also remember that BofA paid the like of $0.02 for $1.00 worth of SFR mortgages.. so guess how low the foreclosure price of the property could go before BofA really loses money? A discount of 50% on the price of the property will not bother BofA that much, since their price that they paid was an 80% discount.

As far as MAC clauses are concerned, if you do proper due diligence in the first place – which wasn’t done in either case – then the MAC clause is irrelevant.

This is also incorrect. You are not necessarily allowed to see and audit the books of a company before you start acquisition. It is considered proprietary and inside info. There is a phase during acquisition that an independent auditor goes through the books after declaring the intent to acquire… a relative of mine used to do that type of auditing until about 4 years ago.