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EXECUTION COPY
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement (the "Agreement"),
dated
September 28, 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
2006-6 Trust
("Assignee"), CitiMortgage, Inc., a New York corporation
("CitiMortgage"), as
master servicer of the Banc of America Funding 2006-6 Trust,
JPMorgan Chase
Bank, National Association ("Chase Bank") and Chase Home Finance
LLC, a limited
liability corporation ("CHF").
WHEREAS, pursuant to the Assignment, Assumption and Recognition
Agreement,
dated June 30, 2006, among J.P. Morgan Mortgage Acquisition Corp.
("JPMMAC"),
the Assignor, Chase Bank, and CHF (the "AAR"), which is attached in
Appendix I
hereto, the Assignor purchased the Mortgage Loans (as defined
herein) from Chase
Bank and CHF, and Chase 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, CitiMortgage, Inc., 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 the AAR, and the mortgage
loans
delivered under such agreement by Chase Bank and CHF 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 and all
obligations of
the Assignor with respect to any mortgage loan subject to the AAR
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 CHF with
respect to the AAR 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, (i) the Mortgage Loan
Purchase, Warranties and Servicing Agreement, dated as of January
1,
2005, by and between CHF and the Assignor, as amended by the
Amendment Reg AB, dated as of January 1, 2006, among CHF, Chase
Bank
and the Assignor (collectively, the "Purchase Agreement"), (ii) the
AAR or (iii) the Mortgage Loans, including without limitation the
transfer of the servicing obligations under the Purchase 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 Purchase Agreement,
the AAR 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, (i) Chase Bank and CHF shall note
the transfer of the Mortgage Loans to the Assignee in their books
and records,
(ii) Chase Bank and CHF shall recognize the Assignee as the owner
of the
Mortgage Loans and (iii) notwithstanding anything to the contrary
contained in
Section 11.01 of the Purchase Agreement or the AAR, Chase Bank
shall service the
Mortgage Loans pursuant to the Mortgage Loan Purchase, Warranties
and Servicing
Agreement, dated as of May 1, 2005, as amended by Amendment No. 1,
dated as of
January 1, 2006, and as amended by that certain Regulation AB
Compliance
Addendum, dated as of January 1, 2006 (collectively, the "Servicing
Agreement"),
each by and among the Assignor, Chase Bank and CHF, as modified by
Section 10
hereof, for the benefit of the Assignee.
4.
CHF and Chase Bank acknowledge that the Master Servicer, pursuant
to
the Pooling Agreement, will administer on behalf of the Assignee
the terms and
conditions of the Servicing Agreement. Chase Bank shall create a
separate
Custodial Account and a separate Escrow Account for the Mortgage
Loans, each
designated "Chase Home Finance LLC, as
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subservicer, for JPMorgan Chase Bank, N.A., as Servicer for U.S.
Bank National
Association, as Trustee, in trust for registered holders of Banc of
America
Funding Corporation Mortgage Pass-Through Certificates, Series
2006-6." The
Master Servicer shall be authorized to enforce directly against CHF
and Chase
Bank any of the obligations of CHF and Chase Bank to the Purchaser
or its
assignees provided for in the Servicing Agreement. All servicing
reports
prepared by Chase Bank shall be provided to the Master Servicer,
and all
remittances by Chase Bank shall be made to the account or accounts
designated by
the Master Servicer to Chase Bank 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.
Chase Bank hereby represents and warrants to each of the other
parties hereto (i) that the representations and warranties of Chase
Bank in
Sections 3.01 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, except with respect
to Section
3.01(d), Section 3.01(i), Section 3.01(j), the last two sentences
of Section
3.01(l), Section 3.01(m), the clause following the semicolon in
section 3.01(n),
Section 3.01(o) and Section 3.01(p), (ii) that it has serviced each
Mortgage
Loan in accordance with the terms of the Purchase Agreement or the
AAR, (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 and (iv) that any information provided by it
on or before
the date hereof to any of the parties hereto is true and correct.
CHF hereby
represents and warrants to each of the other parties hereto (i)
that the
representations and warranties of CHF in Sections 3.01 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,
except with respect to Section 3.01(d), Section 3.01(i), Section
3.01(j), the
last two sentences of Section 3.01(l), Section 3.01(m), the clause
following the
semicolon in section 3.01(n), Section 3.01(o) and Section 3.01(p),
(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.
6.
Chase Bank 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.
7.
In accordance with Sections 2.04 and 11.01 of the Servicing
Agreement, the Assignor hereby instructs Chase Bank, and Chase Bank
hereby
agrees, to release from its custody and deliver the contents of the
Mortgage
File (as defined in the Servicing Agreement) for each Mortgage Loan
to the
Assignee, in its capacity as a custodian under the Pooling
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Agreement, at the address set forth in Section 12 hereof on or
before the
closing date of the related Pass-Through Transfer (as defined in
the Servicing
Agreement).
8.
Chase Bank hereby agrees that any repurchase or substitution of a
Mortgage Loan pursuant to Section 3.03 of the Purchase Agreement or
the AAR be
done so in accordance with the provisions set forth in Section 2.02
of the
Pooling Agreement.
9.
CHF and Chase Bank hereby agree to the following modifications to
the Servicing Agreement solely with respect to the related Mortgage
Loans:
a.
Article I. The following definition is hereby added:
Master Servicer:
Any master servicer named in a pooling and
servicing agreement in connection with any Securitization or other
securitization transaction.
b.
Section 3.01(a). In the first sentence of the first paragraph of
Section 3.01(a) the phrase "is a limited liability company duly
organized, validly existing and in good standing under the laws of
the State of Delaware" is hereby deleted and replaced with the
phrase "is a national banking association duly organized and
existing under the laws of the United States of America."
c.
Section 3.02. Section 3.02(uu) shall be deleted and replaced with
the following:
"No Mortgage Loan is (a) a "high cost" loan under the Home
Ownership
and Equity Protection Act of 1994 as amended, or (b) a "high cost,"
"threshold," "covered," "predatory," "abusive," or similarly
defined
loan, including refinance loans, under any other applicable state,
federal or local law (or a similarly classified loan using
different
terminology under a law imposing heightened regulatory scrutiny or
additional legal liability for residential mortgage loans having
high interest rates, points and/or fees), provided that any
Mortgage
Loan secured by a Mortgaged Property in Illinois characterized as a
"threshold" loan shall not be a "high cost" loan unless it is
characterized as "predatory" under applicable local law or (c) a
"High Cost Loan" or "Covered Loan" as defined in the S&P LEVELS
Glossary Version 5.6(b), Appendix E;"
d.
Section 3.03. The second sentence of the second paragraph of
Section
3.03 is hereby deleted in its entirely and replaced with the
following:
"Any substitute Mortgage Loan shall, 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 removed Mortgage Loan, an aggregate principal balance), not in
excess of the Stated Principal Balance of the removed 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
removed Mortgage Loan; (iii) have a remaining term to maturity not
greater than and not more than one year less than that of the
removed Mortgage Loan; (iv) comply with each
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representation and warranty set forth in Sections 3.01 and 3.02;
(v)
be of the same type as the removed Mortgage Loan; (vi) have a Gross
Margin not less than that of the removed Mortgage Loan; (vii) have
the same Index as the removed Mortgage Loan; (viii) have a FICO
score not less than that of the removed Mortgage Loan, (ix) have a
Loan-to-Value Ratio not greater than that of the removed Mortgage
Loan; (x) have a credit grade not lower in quality than that of the
removed Mortgage Loan and (xi) have the same lien status as the
removed Mortgage Loan."
e.
Section 5.02. The second paragraph of Section 5.02 is hereby
deleted
in its entirety and replaced with the following:
"Not later than the fifth (5th) Business Day of each month, the
Seller shall furnish to the Purchaser a delinquency report in the
form set forth in Exhibit E-1, a monthly remittance advice in the
form set forth in Exhibit E-2, and a realized loss report in the
form set forth in Exhibit E-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 10(e) are attached to this
Agreement as Exhibit B hereto.
f.
Section 11.01. Section 11.01(a)(ii) is hereby modified to add the
phrase "Pass-Through" after the phrase "one or more".
g.
For purposes of clarification, the Servicing Fee Rate is equal to
0.250% per annum.
10.
In connection with any transfer of the Mortgage Loans to the
Assignee, each of CHF, Chase Bank and BAFC will pay all their own
expenses in
connection with negotiating the documents relating to such transfer
and
reviewing any applicable disclosure documents, provided that BAFC
will pay any
expenses incurred for professional fees of CHF's and Chase Bank's
external
accountants. With respect to any disclosure document containing
servicing
information of Chase Bank, BAFC shall have the right to directly
engage
PricewaterhouseCoopers LLP to provide a comfort letter (which
letter shall also
include CHF as an addressee) regarding such servicing information
and will pay
the related fee at the time of closing of the transaction directly
to
PricewaterhouseCoopers LLP.
11.
The Assignee's address for purposes of all notices and
correspondence related to the Mortgage Loans, the AAR and the
Servicing
Agreement is:
U.S. Bank National Association
209 S. LaSalle Street, Suite 300
Chicago, Illinois 60604
Attention: Structured Finance Trust Services, BAFC 2006-6
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The Assignor's address for purposes of all notices and
correspondence
related to the Mortgage Loans, the AAR and the 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
The Master Servicer's address for purposes of all notices and
correspondence related to the Mortgage Loans is:
CitiMortgage, Inc.
4000 Regent Blvd., 3rd Floor
Irving, Texas 75063
Attention: Master Servicing Division
[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,
Chase Home Finance LLC
Assignor
By:
/s/ Bruce W. Good
By:
/s/ Bruce J. Friedman
----------------------------------
---------------------------------
Name:
Bruce W. Good
Name:
Bruce J. Friedman
Title: Principal
Title: Senior Vice President
JPMorgan Chase Bank, National
Banc of America Funding Corporation
Association
By:
/s/ Bruce J. Friedman
By:
/s/ Scott Evans
----------------------------------
--------------------------------
Name:
Bruce J. Friedman
Name:
Scott Evans
Title: Vice President
Title: Senior Vice President
U.S. Bank National Association,
Assignee
By:
/s/ Melissa A. Rosal
----------------------------------
Name:
Melissa A. Rosal
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
EXHIBIT A
Schedule of Mortgage Loans
[Please see Exhibit D to Exhibit 4.1 of this Form 8-K]
A-1
EXHIBIT B
EXHIBIT E-1 STANDARD FILE LAYOUT - DELINQUENCY REPORTING
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COLUMN/HEADER NAME
DESCRIPTION
DECIMAL
FORMAT COMMENT
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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 is due
MM/DD/YYYY
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 filed.
MM/DD/YYYY
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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 has been
MM/DD/YYYY
approved by the courts
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BANKRUPTCY_DCHRG_DISM_DATE
The Date The Loan Is Removed From Bankruptcy.
MM/DD/YYYY
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 By The
MM/DD/YYYY
Servicer
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LOSS_MIT_TYPE
The Type Of Loss Mitigation Approved For A Loan
Such As;
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LOSS_MIT_EST_COMP_DATE
The Date The Loss Mitigation /Plan Is Scheduled To
MM/DD/YYYY
End/Close
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LOSS_MIT_ACT_COMP_DATE
The Date The Loss Mitigation Is Actually Completed
