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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Assignment and Assumption Agreement

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Bank of America, National Association | Banc of America Funding Corporation | U.S. Bank National Association | CitiMortgage, Inc | Washington Mutual Bank

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Title: ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Governing Law: New York     Date: 10/13/2006

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                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
 
      Assignment, Assumption and Recognition Agreement (the "Agreement"), dated
September 28, 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 2006-6 Trust
("Assignee"), CitiMortgage, Inc., a New York corporation ("CitiMortgage"), as
master servicer of the Banc of America Funding 2006-6 Trust and Washington
Mutual Bank (formerly known as Washington Mutual Bank, FA), a federally
chartered savings bank ("WMB");
 
      WHEREAS, pursuant to (i) that certain Mortgage Loan Purchase and Sale
Agreement (Amended and Restated), dated as of July 1, 2003, by and among WMB
fsb, WMB and Assignor (as successor in interest to Banc of America Mortgage
Capital Corporation), as purchaser (as amended by (a) that certain Master
Assignment, Assumption and Recognition Agreement (the "MAAR") dated as of July
1, 2004, by and among Banc of America Mortgage Capital Corporation, the Assignor
and WMB and (b) that certain Regulation AB Amendment to the Mortgage Loan
Purchase and Sale Agreement, dated as of January 1, 2006, by and among
Washington Mutual Bank fsb, WMB and Assignor) (the "Purchase Agreement"), (ii)
the Servicing Agreement (Amended and Restated), dated as of July 1, 2003, by and
between the Assignor and WMB, as servicer (the "Servicer") (as amended by (a)
the MAAR and (b) that certain Regulation AB Amendment to the Servicing
Agreement, dated as of January 1, 2006, by and between WMB and Assignor) (the
"Servicing Agreement"), and (iii) that certain Term Sheet, dated as of June 21,
2006, by and between the Assignor and WMB (the "Term Sheet" and together with
the Purchase Agreement and the Servicing Agreement, the "Underlying
Agreements"), each of which is attached in Appendix I hereto, the Assignor
purchased the Mortgage Loans (as defined herein) from WMB on a
servicing-retained basis and WMB 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, CitiMortgage, 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, N.A., 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 Assignee, all of the right, title and
interest of the Assignor in, to and under (a) the mortgage loans delivered under
the Underlying Agreements by WMB to the Assignor and listed on Exhibit A
attached hereto (the "Mortgage Loans") and (b) all rights and obligations under
the Underlying Agreements to the extent related to 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 Agreement and the Servicing Agreement other than the Mortgage
Loans.
 
      The Assignee assumes all of the interests and rights of the Assignor under
the Underlying Agreements solely with respect to the Mortgage Loans.
 
      2.    The Assignor warrants and represents to, and covenants with, BAFC,
WMB and the Assignee that, as of the date hereof:
 
      a.    The Assignor is the lawful owner of the Mortgage Loans with the full
            right to transfer the Mortgage Loans and any and all of the
            interests, rights and obligations under the Underlying Agreements as
            they relate to the Mortgage Loans free and clear 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 WMB with
            respect to the Underlying 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 Underlying Agreements
            or the Mortgage Loans. 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 Agreement, the 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
 
 
                                        2
 
 
 
            Loans a violation of Section 5 of the Securities Act or require
            registration pursuant thereto.
 
      3.    From and after the date hereof, WMB shall (i) note the transfer of
the Mortgage Loans to the Assignee in its books and records and (ii) recognize
the Assignee as the owner of the Mortgage Loans. WMB acknowledges that the
Master Servicer, pursuant to the Pooling Agreement, will administer on behalf of
the Assignee the terms and conditions of the Servicing Agreement. The Master
Servicer shall be authorized to enforce directly against the Servicer any of the
obligations of the Servicer to the Assignor or its assignees provided for in the
Servicing Agreement, other than the indemnification obligations of the Servicer
to the Assignor only.
 
      4.    The Servicer hereby agrees to service the Mortgage Loans in
accordance with the terms of the Servicing Agreement, as modified by Section 8
herein, for the benefit of the Assignee. All remittances by the Servicer shall
be made to the account or accounts designated by the Master Servicer to the
Servicer in writing from time to time. Wire remittances shall be sent to:
 
            Bank Name: CitiBank (West)
            Bank City/State: Glendale, CA
            ABA Number: 321171184
            Account Name: CMI MSD Clearing
            Account Number: #070-4913896
 
      5.    WMB hereby represents and warrants severally and not jointly to each
of the other parties hereto (i) that the representations and warranties of WMB
in Section 3.2 of the Purchase Agreement 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 and (ii) that WMB 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.
 
      6.    In accordance with Section 2.1 of the Purchase Agreement, the
Assignor hereby instructs WMB, and WMB hereby agrees as the custodian, to
release from its custody and deliver the Collateral File (as defined in the
Purchase Agreement) for each Mortgage Loan to the Assignee, in its capacity as
custodian under the Pooling Agreement, at the address set forth in Section 9
herein on or before the closing date of the related Pass-Through Transfer (as
defined in the Purchase Agreement).
 
      7.    WMB, BAFC and the Assignee hereby agree to the following
modifications to the Purchase Agreement with respect to the Mortgage Loans:
 
            Section 3.1. Section 3.1(aa) is hereby modified by replacing the
            second sentence therein with the following:
 
            "If such Mortgage Loan had at the time of origination a
            Loan-to-Value Ratio in excess of 80%, the excess over 80% is and
            will be insured as to payment defaults by a Primary Mortgage
            Insurance Policy."
 
 
                                        3
 
 
 
      8.    The Servicer hereby agrees to the following modifications to the
Servicing Agreement with respect to the Mortgage Loans:
 
      a.    Article 1. The first sentence in the definition of "Monthly
            Remittance Date" is hereby replaced in its entirety with the
            following:
 
            "The eighteenth (18th) day (or if such day is not a Business Day,
            the immediately preceding Business Day) of any month."
 
      b.    Section 3.2. Section 3.2(a) is modified by adding the following as
            the second paragraph of such section:
 
            "The Servicer shall provide to the Owner or any master servicer (the
            "Master Servicer") (i) the information set forth in Exhibit A,
            Exhibit B and Exhibit C and (ii) any other information the Master
            Servicer reasonably requires (provided, that, the Servicer shall
            have no obligation to provide to the Master Servicer any information
            pursuant to this clause (ii) which is unduly burdensome or costly
            for the Servicer to provide to the Master Servicer), in each case in
            such form as the Master Servicer shall reasonably request, or in
            such form as may be mutually agreed upon between the Servicer and
            the Master Servicer, with respect to each Mortgage Loan serviced by
            the Servicer no later than the fifth (5th) business day of each
            month, or if such day is not a business day, the next business day,
            commencing on October 6, 2006 to enable the Master Servicer to
            provide such information to the securities administrator."
 
            The exhibits referenced in this Section 8(b) are attached to this
            Agreement on Exhibit B hereto.
 
      c.    For purposes of clarification, the Servicing Fee Rate is equal to
            0.250% per annum.
 
      d.    For purposes of clarification, WAMU shall have no right to
            substitute for a Mortgage Loan in case of a material breach of a
            representation or warranty and shall be required to repurchase such
            Mortgage Loan as provided in Section 3.3(b) of the Purchase
            Agreement.
 
      9.    The Assignee's address for purposes of all notices and
correspondence related to the Mortgage Loans and the Underlying Agreements is:
 
            U.S. Bank National Association
            209 S. LaSalle Street, Suite 300
            Chicago, Illinois 60604
            Attention: Structured Finance Trust Services, BAFC 2006-6
 
      The Assignor's address for purposes of all notices and correspondence
related to the Mortgage Loans and the Underlying Agreements is:
 
 
                                        4
 
 
 
            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
 
      The Master Servicer's address for purposes of all notices and
correspondence related to the Mortgage Loans and the Underlying Agreements is:
 
            CitiMortgage, Inc.
            4000 Regent Blvd., 3rd Floor
            Irving, Texas 75063
            Attention: Master Servicing Division
 
      WMB's address for purposes of all notices and correspondence related to
the Mortgage Loans is:
 
            Washington Mutual Bank
            1201 3rd Avenue
            WMT1706
            Seattle, Washington 98101
            Attention: General Counsel
 
      The Servicer's address for purposes of all notices and correspondence
related to its role as Servicer of the Mortgage Loans is:
 
            Washington Mutual Bank
            11200 West Parkland Avenue
            Milwaukee, Wisconsin 53224
            Attention: Investor Reporting
 
      10.   WMB hereby acknowledges that CitiMortgage, Inc. has been appointed
as the Master Servicer of the Mortgage Loans pursuant to the Pooling Agreement,
and therefore has the right to enforce all obligations of WMB, as they relate to
the Mortgage Loans, under the Underlying Agreements. Such right will include,
without limitation, the right to exercise any and all rights of the Assignor
(but not the obligations) under the Underlying Agreements to monitor and enforce
the obligations of WMB thereunder, the right to terminate WMB under the
Underlying Agreements upon the occurrence of an event of default thereunder, the
right to receive all remittances required to be made by WMB under the Underlying
Agreements, the right to receive all monthly reports and other data required to
be delivered by WMB under the Underlying Agreements, the right
 
 
                                        5
 
 
 
to examine the books and records of WMB, the right to enforce the Owner's
indemnification rights, and the right to exercise certain rights of consent and
approval relating to actions taken by WMB.
 
            Notwithstanding anything to the contrary herein, the Master Servicer
hereby acknowledges and agrees that the Master Servicer's authority to enforce
the obligations of WMB under the Servicing Agreement is solely in a
representative capacity and that in no event shall the Master Servicer be
entitled to receive indemnification rights from WMB, except as provided in
Section 8.9(b) of the Servicing Agreement. Notwithstanding anything to the
contrary herein, nothing shall limit the indemnification rights granted to the
Assignor under the Servicing Agreement or to the Trustee as Assignee under this
Agreement.
 
      11.   Capitalized terms used by not defined herein shall have the meanings
assigned to them in the Underlying Agreements.
 
      12.   This Agreement shall be construed in accordance with the laws of the
State of New York, without regard to conflicts of law principles, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
 
      13.   No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by the party against
whom such waiver or modification is sought to be enforced.
 
      14.   This Agreement shall inure to the benefit of the successors and
assigns of the parties hereto. Any entity into which the Assignor, the Assignee,
WMB or BAFC may be merged or consolidated shall, without the requirement for any
further writing, be deemed the Assignor, the Assignee, WMB or BAFC,
respectively, hereunder.
 
      15.   This Agreement shall survive the conveyance of the Mortgage Loans
and the assignment of Underlying Agreements to the extent of the Mortgage Loans
by the Assignor to the Assignee and the termination of the Underlying
Agreements.
 
      16.   This Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original and all such
counterparts shall constitute one and the same instrument.
 
                               [Signatures Follow]
 
 
                                        6
 
 
 
      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
 
 
                                       Washington Mutual Bank
 
 
                                       By:    /s/ Barbara Loper
                                          --------------------------------
                                       Name:  Barbara Loper
                                       Title: Vice President
 
 
Acknowledged and Agreed
as of the date first above written:
 
 
CitiMortgage, Inc., as master servicer
 
By:    /s/ Tommy Harris
   --------------------------------
Name:  Tommy Harris
Title: Senior Vice President
 
       [Assignment, Assumption and Recognition Agreement for BAFC 2006-6]
 
 
 
 
                                    EXHIBIT A
 
                           Schedule of Mortgage Loans
 
             [Please see Exhibit D to Exhibit 4.1 of this Form 8-K]
 
 
 
 
                                    EXHIBIT B
 
                                    EXHIBIT A
 
                      REALIZED LOSS CALCULATION INFORMATION
 
CITIMORTGAGE, INC.
Form 332
 
--------------------------------------------------------------------------------
Calculation of Realized Loss
 
Purpose
 
To provide the Servicer with a form for the calculation of any Realized Loss (or
gain) as a result of a Mortgage Loan having been foreclosed and Liquidated.
 
Distribution
 
The Servicer will prepare the form in duplicate and send the original together
with evidence of conveyance of title and appropriate supporting documentation to
the Master Servicer with the Monthly Accounting Reports which supports the
Mortgage Loan's removal from the Mortgage Loan Activity Report. The Servicer
will retain the duplicate for its own records.
 
Due Date
 
With respect to any liquidated Mortgage Loan, the form will be submitted to the
Master Servicer no later than the date on which statements are due to the Master
Servicer under Section 4.02 of this Agreement (the "Statement Date") in the
month following receipt of final liquidation proceeds and supporting
documentation relating to such liquidated Mortgage Loan; provided, that if such
Statement Date is not at least 30 days after receipt of final liquidation
proceeds and supporting documentation relating to such liquidated Mortgage Loan,
then th        
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