EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "Agreement"), dated
June 29, 2006, 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, as trustee of the Banc of America Funding 2006-F Trust
("Assignee"), and Xxxxx Fargo Bank, N.A., a national banking association ("Xxxxx
Fargo Bank"), as originator and servicer.
WHEREAS, pursuant to (i) that certain Second Amended and Restated Master
Seller's Warranties and Servicing Agreement, dated as of May 1, 2006 (the
"MSWSA"), by and between Assignor, as purchaser, and Xxxxx Fargo Bank, as seller
and servicer, (ii) that certain Second Amended and Restated Master Mortgage Loan
Purchase Agreement, dated as of May 1, 2006 (the "MMLPA"), by and between
Assignor, as purchaser, and Xxxxx Fargo Bank, as seller, (iii) that certain
Assignment and Conveyance Agreement, dated as of June 16, 2006, by and between
Assignor and Xxxxx Fargo Bank and (iv) that certain Assignment and Conveyance
Agreement, dated as of June 22, 2006, by and between Assignor and Xxxxx Fargo
Bank (collectively, with the MSWSA and the MMLPA, the "Purchase and Servicing
Agreements"), each of which is attached in Appendix I hereto, the Assignor
purchased the Mortgage Loans (as defined herein) from Xxxxx Fargo Bank and Xxxxx
Fargo Bank currently services the Mortgage Loans;
WHEREAS, on the date hereof, the Assignor is transferring all of its right,
title and interest in and to the Mortgage Loans to BAFC;
WHEREAS, on the date hereof, BAFC is transferring all of its right, title
and interest in and to the Mortgage Loans to the Assignee; and
WHEREAS, on the date hereof, Xxxxx Fargo Bank, as servicer (in such
capacity, the "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 Servicer, the
Securities Administrator and the Assignee, pursuant to which the Servicer shall
service the Mortgage Loans.
For and in consideration of the sum of one dollar ($1.00) and other
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:
1. The Assignor hereby grants, transfers and assigns to BAFC, and BAFC
hereby grants, transfers and assigns to Assignee, all of the right, title and
interest of the Assignor in, to and under the Purchase and Servicing Agreements,
and the mortgage loans delivered under such agreement by Xxxxx Fargo Bank to the
Assignor and listed on Exhibit A attached hereto (the "Mortgage Loans").
The Assignor specifically reserves and does not assign to BAFC or the
Assignee any right, title and interest in, to or under any mortgage loan subject
to the Purchase and Servicing Agreements 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 Xxxxx Fargo Bank with
respect to the Purchase and Servicing Agreements or the Mortgage Loans;
c. The Assignor has not waived or agreed to any waiver under, or
agreed to any amendment or other modification of, the Purchase and Servicing
Agreements or the Mortgage Loans, including without limitation the transfer of
the servicing obligations under the Purchase and Servicing Agreements. The
Assignor has no knowledge of, and has not received notice of, any waivers under
or amendments or other modifications of, or assignments of rights or obligations
under, the Purchase and Servicing Agreements 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, Xxxxx Fargo Bank shall note the transfer
of the Mortgage Loans to the Assignee in its books and records, and Xxxxx Fargo
Bank shall recognize the Assignee as the owner of the Mortgage Loans. Xxxxx
Fargo Bank hereby acknowledges that from and after the date hereof it shall
service the Mortgage Loans pursuant to the Pooling Agreement for the benefit of
the Assignee.
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4. Xxxxx Fargo Bank hereby represents and warrants to each of the other
parties hereto (i) that the representations and warranties of Xxxxx Fargo Bank
in Section 3.01 of the MSWSA 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 MSWSA, as applicable, 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. In accordance with Sections 2.03 and 9.01 of the MSWSA, the Assignor
hereby instructs Xxxxx Fargo Bank, and Xxxxx Fargo Bank hereby agrees, to
release from its custody and deliver the Custodial Mortgage File (as defined in
the MSWSA) for each Mortgage Loan (not previously released and delivered by the
Servicer prior to June 29, 2006), to the Assignee, or a custodian on its behalf
under the Pooling Agreement, at the address set forth in Section 6 herein on or
before June 29, 2006.
6. The Assignee's address for purposes of all notices and correspondence
related to the Mortgage Loans and the Purchase and Servicing Agreements is:
U.S. Bank National Association
000 X. XxXxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attention: Structured Finance Trust Services, BAFC 2006-F
BAFC's address for purposes of all notices and correspondence related to
the Mortgage Loans is:
Banc of America Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: General Counsel and Chief Financial Officer
[Signatures Follow]
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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/ Xxxxx X. Good
------------------------------------
Name: Xxxxx X. Good
Title: Vice President
U.S. Bank National Association,
as Assignee
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Banc of America Funding Corporation
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President
Xxxxx Fargo Bank, N.A., as originator
and servicer
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
[Assignment, Assumption and Recognition Agreement for BAFC 2006-F]
EXHIBIT A
Schedule of Mortgage Loans
[Please refer to Exhibit D to the Pooling and Servicing Agreement.]
APPENDIX I
Purchase and Servicing Agreements
[Please see Exhibits 10.1(A)-(B) to this Form 8-K.]
