ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment and Assumption Agreement |
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Search Assignment and Assumption Agreement by:
Exhibit 10.2
ASSIGNMENT, ASSUMPTION
AND RECOGNITION AGREEMENT
November 14, 2006
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT (the "AAR"), dated
November 14, 2006, is among Bank of America, National Association, a national
banking association having an office at 100 North Tryon Street, Charlotte,
North
Carolina 28255 (the "Assignor"), Asset Backed Funding Corporation, a
Delaware
corporation having an office at 214 North Tryon Street, Charlotte, North
Carolina 28255 (the "Assignee"), and Option One Mortgage Corporation,
a
California corporation having an office at 3 Ada, Irvine, California 92618-2304
(the "Company").
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. Reference is made to that
certain Flow Sale and Servicing Agreement
(the "Flow Sale Agreement"), dated as of July 28, 2006, by and among
the
Assignor, the Company, Option One Owner Trust 2001-1A, Option One Owner Trust
2001-1B, Option One Owner Trust 2001-2, Option One Owner Trust 2002-3, Option
One Owner Trust 2003-4, Option One Owner Trust 2003-5, Option One Owner Trust
2005-6, Option One Owner Trust 2005-7, Option One Owner Trust 2005-8 and Option
One Owner Trust 2005-9, and the Memorandum of Sale (the "Memorandum of
Sale,"
and together with the Flow Sale Agreement, the "Transfer
Agreements"), dated
September 27, 2006 (the "Original Closing Date"), among the Assignor
and the
Company, pursuant to which the Assignor purchased the mortgage loans listed on
Exhibit A hereto (the "Mortgage Loans").
2. The Assignor hereby grants,
transfers and assigns to the Assignee
all of the right, title and interest of the Assignor, as Purchaser, under the
Transfer Agreements in respect of the Mortgage Loans, including but not limited
to the representations and warranties made by the Company in Sections 3.01 and
3.03 of the Flow Sale Agreement and the remedy provisions set forth in Section
3.04 of the Flow Sale Agreement. The Assignor specifically reserves and does
not
assign to the Assignee hereunder (i) the Assignor's rights under Section 3.06
of
the Flow Sale Agreement, (ii) the Assignor's right to indemnity pursuant to
Sections 3.04, 8.01, 9.05 and 12.14 of the Flow Sale Agreement and (iii) the
right to receive the amount specified in the last sentence of Section 2.03(e)
of
the Pooling and Servicing Agreement.
Notwithstanding the foregoing,
the Company and the Assignee acknowledge
that in the event the Assignor repurchases any Mortgage Loan or otherwise
performs any other obligation under the Mortgage Loan Purchase Agreement (as
defined below) that is also the obligation of the Company under the Transfer
Agreements, the Assignor shall be deemed to have retained its right to enforce
such obligation against the Company to the extent it has performed such
obligation. In addition, notwithstanding any provision in this AAR to the
contrary, the Assignor specifically reserves and does not assign to the
Assignee
any right, title and interest in, to or under any Mortgage Loans subject to the
Transfer Agreements other than the Mortgage Loans that are listed on Exhibit A
hereto.
3. The Company hereby agrees
that the repurchase price with respect to
any Mortgage Loan repurchased pursuant to the Flow Sale Agreement (other than
Section 3.05 of the Flow Sale Agreement) shall be the "Purchase
Price" set forth
in the Pooling and Servicing Agreement.
4. The Assignor hereby grants,
transfers and assigns to the Assignee
all of the right, title and interest of the Assignor in respect of the Mortgage
Loans in the Custodial Agreement (the "Custodial Agreement"), dated
as of July
28, 2006, by and between the Assignor and Wells Fargo Bank, N.A.
5. The Assignor has sold,
assigned, set over, and otherwise conveyed
its rights in, to






