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Exhibit 10.2(F)
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| EXECUTION COPY
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption
and Recognition Agreement, dated October 30, 2006,
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 2006-7 Trust ("Assignee"), Wells Fargo
Bank, N.A., a national
banking association ("Wells Fargo Bank"), as master
servicer of the Banc of America Funding 2006-7 Trust, and SunTrust Mortgage,
Inc., a Virginia corporation ("SunTrust").
WHEREAS, pursuant to
(i) that certain Flow Sale and Servicing Agreement,
dated as of February 1, 2004, by and between Assignor (as successor in
interest
to Banc of America Mortgage Capital Corporation), as purchaser, and
SunTrust, as
seller, (ii) that
certain Amendment No. 1, dated as of June 1, 2004,
by and
between the
Assignor and SunTrust, (iii) that certain Master Assignment,
Assumption and Recognition Agreement, dated September 1, 2004, by
and among Banc
of America Mortgage
Capital Corporation,
SunTrust, the Assignor and Wachovia
Bank, National
Association,
(iv) that certain Amendment No. 2, dated as of
November 1, 2004, by
and between the
Assignor and SunTrust,
(v) that certain
Regulation AB
Compliance
Addendum to the Flow
Sale and Servicing
Agreement,
dated as of January 1, 2006, by and between the Assignor and
SunTrust, and (vi)
that certain Memorandum of Sale, dated as of August 25, 2006, by
and between the
Assignor and SunTrust (collectively, the "Sale and Servicing
Agreement"), each
of which is attached in Appendix I hereto, the Assignor purchased the Mortgage
Loans (as defined
herein) from SunTrust
and SunTrust
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, Wells Fargo Bank, as master
servicer (in such
capacity, the
"Master Servicer"), is entering into a Pooling and Servicing
Agreement, dated the
date hereof (the
"Pooling Agreement), among BAFC, the
Master Servicer, Wells
Fargo Bank, as securities administrator (the "Securities
Administrator"), and
the Assignee, pursuant
to which the Master
Servicer will
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 the Assignee, all of the right, title
and interest of the Assignor in, to and under the Sale and
Servicing Agreement
(other than the rights of the Assignor to indemnification
thereunder),
and the
mortgage loans
delivered under such
agreement by SunTrust to the Assignor (who
delivered such
mortgage loans to the Assignor) and listed on Exhibit A
attached
hereto (the "Mortgage Loans").
<PAGE>
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 Sale and 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 SunTrust with
respect to the Sale and 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 Sale and Servicing
Agreement or the
Mortgage Loans, including without limitation the
transfer of the servicing obligations under the Sale and 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 Sale and 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, as amended
(the
"Securities Act"),
or which would render the disposition of the
Mortgage Loans a violation of Section 5 of the Securities Act or
require
registration pursuant thereto.
3.
From and after the date hereof, SunTrust shall (i) note the
transfer of
the Mortgage Loans to the Assignee in its books and records,
(ii) recognize the
Assignee as the owner of the Mortgage Loans and (iii) notwithstanding anything
to the contrary
contained in Section 9.01 of the Sale and Servicing Agreement,
continue to service
the Mortgage Loans pursuant to the Sale and Servicing
Agreement, as modified
by Section 11 of this Agreement, for the benefit of the
Assignee.
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4.
SunTrust acknowledges that the Master Servicer, pursuant to the Pooling
Agreement, will administer on behalf of the Assignee the terms and
conditions of
the Sale and Servicing
Agreement with respect to the Mortgage Loans. The Master
Servicer shall be
authorized to enforce
directly against
SunTrust any of
the
obligations of
SunTrust to the
Assignor or its
assignees provided for
in the
Sale and Servicing
Agreement relating to the Mortgage Loans including, without
limitation, the right
to exercise any and all rights of the Assignor (but not
the obligations) under
the Sale and Servicing
Agreement to monitor and enforce
the obligations of SunTrust thereunder, the right to terminate
SunTrust under
the Sale and Servicing
Agreement upon the occurrence of an event of default
thereunder, the right to receive all remittances required to be
made by SunTrust
under the Sale and Servicing Agreement, the right to receive all
monthly reports
and other data required to be delivered by SunTrust under the Sale
and Servicing
Agreement, the
right to examine the books and records of SunTrust,
indemnification
rights, and the right to exercise certain rights of consent and
approval relating to
actions taken by
SunTrust. All
remittances
by SunTrust
shall be made to the account or accounts designated by the Master Servicer to
SunTrust in writing from time to time. Wire remittances
shall be sent to:
WELLS
FARGO BANK, N.A., ABA# 121000248, FOR CREDIT TO: SAS CLEARING,
ACCT: 3970771416,
FFC TO: BAFC 2006-7 #50960000.
5.
The Assignee shall
notify SunTrust in
writing within 5
business days
thereafter, but in no
event later than the next Remittance Date, of the
appointment of any successor to Wells Fargo as Master Servicer
under the Pooling
Agreement.
6.
SunTrust hereby restates as of the date hereof, for the benefit of each
of the other parties
hereto, each of the representations and warranties in
Sections 3.01 and 3.02 of the Sale and Servicing Agreement with the same effect
under such
Sale and Servicing Agreement as if such representations and
warranties had been
made as of the date hereof, provided, however, that with
respect to those
representations and
warranties that relate to the delinquency
or condition of any
Mortgaged Property (as defined in the Sale
and Servicing
Agreement), SunTrust
restates such
representations
and warranties as of the
Closing Date (as defined in the Sale and Servicing Agreement). SunTrust hereby
represents and
warrants to each of the other parties hereto (i) that it has
serviced the
Mortgage Loans in accordance with the terms of the Sale and
Servicing Agreement,
(ii) 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 and (iii) that any
information provided
by it on or before the
date hereof to any of
the parties
hereto is true and correct.
7.
SunTrust hereby agrees
to cooperate with BAFC, the Master Servicer and
the Securities
Administrator
to enable BAFC, the Master Servicer and the
Securities
Administrator to fully
comply with all Securities and Exchange
Commission ("SEC") disclosure and reporting requirements in effect from time
to
time with respect to the trust created by the Pooling Agreement (which shall be
named "Banc of America
Funding 2006-7 Trust")
(the "Trust") and any securities
representing ownership
interests in or backed by assets of the Trust, including
without limitation,
the SEC's published rules regarding asset-backed securities
(Release Nos. 33-8518); 34-50905; File No. S7-21-0433-8419).
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8.
SunTrust 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,
as
trustee of the Trust 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.
9.
In accordance
with Sections 2.01 and 9.01 of the Sale and
Servicing
Agreement, the
Assignor hereby instructs SunTrust, and SunTrust hereby agrees,
to release from its custody and deliver the contents of the
Servicing File (as
defined in the Sale
and Servicing
Agreement)
for each Mortgage Loan to the
Assignee, in its
capacity as
custodian under the Pooling Agreement, at the
address set forth in
Section 12 herein on
or before the
closing date of the
related Pass-Through Transfer (as defined in the Sale and Servicing
Agreement).
10.
SunTrust hereby agrees that it will make Monthly Advances as
contemplated by
Section 5.03 of the Sale and Servicing Agreement through the
Remittance Date prior
to the date on which cash is received in connection with
the liquidation
of REO Property, subject to the final proviso of the third
sentence of Section 5.03.
11.
SunTrust, BAFC and the Assignee hereby agree to the following
modifications to the
Sale and Servicing
Agreement with respect to the Mortgage
Loans:
a. Article
1.
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(i) The definition of
"Qualified Substitute
Mortgage Loan" is
hereby deleted in its entirety and replaced with the following:
"A mortgage loan eligible to be substituted by the Company for
a
Deleted Mortgage
Loan
which must, on the date of such
substitution, (i) have
an outstanding
principal balance,
after
deduction of
all scheduled payments due in the month of
substitution (or in
the case of a substitution of more than one
mortgage loan for a Deleted Mortgage Loan, an aggregate
principal
balance), not in
excess of the Stated
Principal Balance of
the
Deleted Mortgage Loan;
(ii) have a Mortgage Loan Remittance Rate
not less than,
and not more than 2%
greater than the
Mortgage
Loan Remittance Rate of the Deleted Mortgage Loan; (iii) have a
remaining term to maturity not greater than and not more than
one
year less than that of the Deleted Mortgage Loan; (iv) comply
with each
representation and warranty set forth in Sections 3.01
and 3.02; (v) be of
the same type as the Deleted Mortgage Loan;
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(vi) have the same Mortgage Interest Rate as the Deleted
Mortgage
Loan; (vii) have a
FICO score not less than that of the Deleted
Mortgage Loan,
(vii) have an LTV not
greater than that of the
Deleted Mortgage
Loan; (ix) have a credit grade not lower in
quality than that of the Deleted Mortgage Loan and (x) have the
same lien status as the Deleted Mortgage Loan."
(ii) The definition of "Remittance Date" is hereby deleted in
its
entirety and replaced with the following:
"The eighteenth (18th) day (or if such day is not a Business
Day,
the immediately
preceding Business Day) of any month, beginning
with the First Remittance Date."
b. Section 3.02.
Section 3.02 is hereby
modified by inserting
the
following as subsection (iii):
"No Mortgage
Loan (other than a Mortgage Loan that is a New
Jersey covered
purchase loan originated on or after November 27,
2003 through July 6,
2004) is a High Cost Loan or Covered Loan,
as applicable
(as such terms are defined in S&P's LEVELS(R)
Glossary Version 5.7 (or the now-current version thereof) and no
Mortgage Loan
originated
on or after
October 1, 2002
through
March 6, 2003 is governed by the Georgia Fair Lending Act." c.
Section 4.04.
Section 4.04 is hereby modified by adding the
following sentence after the penultimate sentence:
"The amount of any
losses incurred
on funds deposited in the
Custodial Account
shall be deposited by the Company into the
Custodial Account on
the Business
Day prior to the
Remittance
Date."
d. Section 4.17.
Section 4.17 is hereby
modified by
replacing the
phrase "on or before the Remittance Date" in the second line
with
"on or before the 5th Business Day".
e. Section
5.02. The third paragraph of Section 5.02 is hereby
modified to read as
follows: Not later than the fifth (5th)
Business Day of each
month, the Company shall furnish to the
Purchaser a
delinquency report in
the form set forth in Exhibit
F-1, a monthly remittance advice in the form set forth in
Exhibit
F-2, and a realized
loss report in the form set forth in Exhibit
F-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
exhibits referenced
in this Section
11(e) are attached to
this
Agreement as Exhibit B hereto.
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<PAGE>
f. Section
6.07. Section 6.07 is hereby modified by replacing
subsection (ii) with the following:
"result in the imposition of a tax upon the REMIC (including but
not
limited to the tax on "prohibited transactions" as defined in
Section 860F(a)(2) of
the Code and the tax on "contributions" to
a REMIC set forth in
Section 860G(d)
of the Code)
unless the
Company has received an Opinion of Counsel (at the expense of
the
party seeking
to take such action) to the effect that the
contemplated action will not endanger such REMIC status or
result
in the imposition of any such tax."
12.
The Assignee's address
for purposes of all notices and correspondence
related to the Mortgage Loans and the Sale and Servicing Agreement
is:
U.S. Bank National Association
209 S. LaSalle Street, Suite 300
Chicago, Illinois 60604
Attention: Structured Finance Trust Services, BAFC 2006-7
The
Assignor's
address for
purposes of all notices and correspondence
related to the Mortgage Loans and the Sale and Servicing Agreement
is:
Bank of America, National Association
214 North Tryon Street
Charlotte, North Carolina 28255
Attention: Managing
Director
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
[Signatures Follow]
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<PAGE>
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
SunTrust Mortgage, Inc., as servicer
By: /s/
Annette Holman-Foreman
---------------------------------------
Name:
Annette Holman-Foreman
Title: Vice
President
Acknowledged and Agreed as
of the date first above written:
Wells Fargo Bank, N.A., as master servicer
By: /s/ Peter
A. Gobell
--------------------------------------
Name:
Peter A. Gobell
Title: Vice
President
[Assignment, Assumption and Recognition Agreement for BAFC
2006-7]
<PAGE>
EXHIBIT A
Schedule of Mortgage Loans
(See the
Free Writing Prospectus filed and accepted by the Securities
and
Exchange Commission on October 27, 2006, with a filing date of
October 30, 2006 and accession number 0000950136-06-008947)
A-1
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EXHIBIT B
Exhibit G-1 Standard File Layout - Delinquency Reporting
<TABLE>
<CAPTION>
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Column/Header Name
Description
Decimal Format
Comment
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<S> <C>
SERVICER_LOAN_NBR
A unique number assigned to a loan by the
Servicer. This may be different than the
LOAN_NBR
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LOAN_NBR
A unique identifier assigned to each loan
by the originator.
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CLIENT_NBR
Servicer Client Number
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SERV_INVESTOR_NBR
Contains a unique number as assigned by
an external servicer to identify a group
of loans in their system.
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BORROWER_FIRST_NAME
First Name of the Borrower.
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BORROWER_LAST_NAME
Last name of the borrower.
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PROP_ADDRESS
Street Name and Number of Property
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PROP_STATE
The state where the
property located.
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PROP_ZIP
Zip code where the property is located.
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BORR_NEXT_PAY_DUE_DATE
The date that the borrower's next payment
MM/DD/YYYY
is due to the servicer at the end of
processing cycle, as reported by Servicer.
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LOAN_TYPE
Loan Type (i.e. FHA, VA, Conv)
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BANKRUPTCY_FILED_DATE
The date a particular bankruptcy claim was
MM/DD/YYYY
filed.
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BANKRUPTCY_CHAPTER_CODE
The chapter under which the bankruptcy
was filed.
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BANKRUPTCY_CASE_NBR
The case number assigned by the court to
the bankruptcy filing.
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POST_PETITION_DUE_DATE
The payment due date once the bankruptcy
MM/DD/YYYY
has been approved by the courts
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BANKRUPTCY_DCHRG_DISM_DATE
The Date The Loan Is Removed From
MM/DD/YYYY
Bankruptcy.
Either by Dismissal,
Discharged and/or a Motion For Relief Was
Granted.
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LOSS_MIT_APPR_DATE
The Date The Loss Mitigation Was Approved
MM/DD/YYYY
By The Servicer
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