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EXECUTION COPY
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "Agreement"),
dated July 31, 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-G 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) certain
Assignment and Conveyance Agreements (2006-W49 and 2006-W50), each dated as of
June 16, 2006, by and between Assignor and Xxxxx Fargo Bank, (iv) certain
Assignment and Conveyance Agreements (2006-W52, 2006-W53, 2006-W54 and
2006-W55), each dated as of June 22, 2006, by and between Assignor and Xxxxx
Fargo Bank, (v) certain Assignment and Conveyance Agreements (2006-W43 and
2006-W44), each dated as of June 27, 2006, by and between Assignor and Xxxxx
Fargo Bank, and (vi) certain Assignment and Conveyance Agreements (2006-W46,
2006-W47 and 2006-W48), each dated as of June 28, 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
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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.
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. To the extent Xxxxx Fargo Bank has not released from its custody and
delivered the Custodial Mortgage File (as defined in the MSWSA) for each
Mortgage Loan to or at the direction of the Assignor prior to the date hereof,
Xxxxx Fargo Bank hereby agrees to release from its custody and deliver, at the
direction of the Assignor, such Custodial Mortgage File (as defined in the
MSWSA) for each Mortgage Loan to the Assignee, or a custodian on its behalf
under the Pooling Agreement, at the address set forth below on or before July
31, 2006:
U.S. Bank National Association
0000 Xxxxxxxxxxxx Xxxxx
Xxxxx X
Xxxxxxxxx, Xxxxxxxx 00000
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-G
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-G]
EXHIBIT A
[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.]
