ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment and Assumption Agreement |
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<PAGE>
Exhibit 10.2(D)
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[ EXECUTION COPY ]
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ASSIGNMENT, ASSUMPTION
AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement (the
"Agreement"), dated
November 29, 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 2006-8T2 Trust
("Assignee"), Wells Fargo
Bank, N.A., a national banking association
("Wells
Fargo Bank"), as master servicer of
the Banc of America Funding 2006-8T2
Trust
and PHH Mortgage Corporation (the "Seller").
WHEREAS, pursuant to (i) that
certain Mortgage Loan Flow Purchase, Sale and
Servicing Agreement, dated as of August
1, 2005, by and among the Assignor, as
purchaser, PHH Mortgage, as a seller and servicer, and Bishop's Gate
Residential
Mortgage Trust ("Bishop's Gate"),
as a seller (as amended by (A) that certain
Amendment No. 1, dated as of January 30, 2006,
by and among the Assignor, the
Seller and Bishop's Gate and (B) that certain Regulation AB Compliance
Addendum,
dated as of January 1, 2006, by and among the Assignor, the Seller and Bishop's
Gate, the "Purchase and Servicing Agreement") and (ii) the related
Warranty Bill
of Sale, dated September 28, 2006, between the Assignor and the Seller, each of
which is attached in Appendix I hereto,
the Assignor purchased
the Mortgage
Loans (as defined herein) from the
Seller and PHH Mortgage 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
Assignee, all of the right, title and
interest of the Assignor in, to and under the Purchase and Servicing Agreement,
and the mortgage loans
delivered under such agreement
by the Seller 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 Purchase 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
the Seller with
respect to the Purchase 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 Purchase and Servicing
Agreement or the Mortgage Loans,
including without limitation
the
transfer of the servicing
obligations under the Purchase 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 Purchase 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, (A) the Seller shall (i) note the
transfer of the Mortgage Loans to the Assignee in their respective
books and
records, (ii) recognize the Assignee as
the owner of the Mortgage Loans and (B)
notwithstanding anything to the contrary
contained in Sections 2.05 and 3.05 of
the Purchase and Servicing Agreement, PHH Mortgage shall continue to service
the
Mortgage Loans pursuant to the Purchase and Servicing Agreement, as modified by
Section 9 hereof, for the benefit of the
Assignee.
2
<PAGE>
4.
The Seller acknowledges that
the Master Servicer,
pursuant to the
Pooling Agreement, will
administer on behalf of the Assignee
the terms and
conditions of the Purchase and Servicing Agreement. The Master Servicer shall
be
authorized to enforce directly against
the Seller any of the obligations of the
Seller to the Assignor
or its assignees provided
for in the Purchase and
Servicing Agreement, including, without limitation, the right to exercise any
and all rights of the Assignor (but not the obligations) under the Purchase and
Servicing Agreement to
monitor and enforce
the obligations of the Seller
thereunder, the right to terminate the Seller under the Purchase and Servicing
Agreement upon the occurrence of an
event of default thereunder, the right to
receive all remittances required to be made by the Seller under the Purchase
and
Servicing Agreement, the right to receive all monthly
reports and other data
required to be delivered
by the Seller under
the Purchase and
Servicing
Agreement, the right
to examine the
books and records
of the Seller,
indemnification rights, and the right to
exercise certain rights of consent and
approval relating to actions taken by the Seller. All remittances by the Seller
shall be made to the account or accounts
designated by the Master Servicer to
the Seller 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 2006-8T2 # 50964300.
5.
The Seller hereby represents and warrants to each of the other parties
hereto (i) that the representations and
warranties of the Seller in
Sections
3.01 of the Purchase and
Servicing 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, (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.
PHH Mortgage hereby represents
and warrants to each of the other
parties hereto (i) that its representations
and warranties in Section 3.02 of the Purchase and Servicing 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 it has serviced the Mortgage
Loans in accordance with the terms of the
Purchase and Servicing Agreement.
6.
The Seller hereby agree to cooperate with BAFC, the
Master Servicer
and the Assignee 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 2006-8T2
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).
7.
PHH Mortgage 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
3
<PAGE>
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.
8.
The Seller hereby agrees that it shall not substitute
a Qualified
Substitute Mortgage Loan for a Deleted Mortgage Loan.
9.
The Seller hereby
agrees to the
following modifications to the
Purchase and Servicing Agreement solely with respect to the Mortgage Loans:
a.
Section 6.02. The third paragraph
of Section 6.02 is hereby modified
to read as follows:
Not later than the fifth (5th)
Business Day of
each month, the Servicer shall furnish to the Purchaser a
delinquency
report, a monthly
remittance advice and a
realized loss report,
including the
information set forth
in Exhibit 6.02,
in a form
mutually agreeable in both physical form and
content (including via
website) and an electronic
format mutually agreeable in both form
and
content 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.
b.
Exhibit 6.02. Exhibit
6.02 is hereby
amended by inserting
the
provisions attached
to this Agreement
as Exhibit B at
the end
thereof.
c.
Section 7.07. Section 7.07 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."
10.
Notwithstanding any provision in this Agreement to the contrary, it is
understood that the Seller is not
released from liability to the Assignor for
any breaches of any representations,
warranties or covenants made by the Seller
in the Purchase and Servicing Agreement
prior to the date hereof regardless of
when such breaches are discovered or made known.
11.
The Assignee's address for purposes of all notices and correspondence
related to the Mortgage Loans and the Purchase and Servicing Agreement is:
U.S. Bank National Association
209 S. LaSalle Street, Suite
300
Chicago, Illinois 60604
Attention: Structured Finance
Trust Services, BAFC 2006-8T2
4
<PAGE>
The
Assignor's address for purposes
of all notices and correspondence
related to the Mortgage Loans and the Purchase 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]
5
<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,
Assignor
By: /s/ Bruce W. Good
----------------------------------------
Name: Bruce W. Good
Title: Prinipal
U.S. Bank
National Association,
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
PHH Mortgage
Corporation
By:
/s/ Crissy Judge
----------------------------------------
Name: Crissy Judge
Title: Assistant Vice President
<PAGE>
Acknowledged and Agreed
as of the date first above written:
Wells Fargo Bank, N.A., as Master Servicer
By: /s/ Darron C. Woodus
----------------------------------------
Name: Darron C. Woodus
Title: Assistant Vice President
<PAGE>
EXHIBIT A
Schedule of Mortgage
Loans
(See the Free Writing Prospectus
filed and accepted by the Securities and
Exchange Commission on November
29, 2006, with a filing date of
November 29, 2006, and
accession number 0001379434-06-000010)
Exhibit A
<PAGE>
EXHIBIT B
Standard File Layout - Scheduled/Scheduled
<TABLE>
<S> <C> <C>
<C> <C> <C>
<C>
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Column Name
Description
Decimal Format Comment
Max
Size
---------------------------------------------------------------------------------------------------------------------
SER_INVESTOR_NBR A value
assigned by the Servicer to
Text up to 10 digits
20
define a
group of loans.
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LOAN_NBR A unique identifier assigned to
each loan Text up to 10
digits 10
by the
investor.
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SERVICER_LOAN_NBR A unique
number assigned to a loan by the
Text up to 10 digits
10
Servicer.
This may be different than the LOAN_NBR.
---------------------------------------------------------------------------------------------------------------------
BORROWER_NAME The borrower
name as received in the
Maximum length of 30 (Last,
30
file. It is not separated by first and First)
last name.
---------------------------------------------------------------------------------------------------------------------
SCHED_PAY_AMT Scheduled
monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest
payment that a borrower is
($)
expected to
pay, P&I constant.
---------------------------------------------------------------------------------------------------------------------
NOTE_INT_RATE The loan
interest rate as reported by the
4 Max length of 6 6
Servicer.
---------------------------------------------------------------------------------------------------------------------
NET_INT_RATE The loan
gross interest rate less the
4 Max length of 6 6
service fee
rate as reported by the
Servicer.
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SERV_FEE_RATE The
servicer's fee rate for a loan as
4 Max length of 6 6
reported by
the Servicer.
---------------------------------------------------------------------------------------------------------------------
SERV_FEE_AMT The
servicer's fee amount for a loan as
2 No commas(,) or dollar
signs 11
reported by
the Servicer. ($)
---------------------------------------------------------------------------------------------------------------------
NEW_PAY_AMT The new loan payment amount as
reported 2 No commas(,) or dollar signs 11
by the
Servicer.
($)
---------------------------------------------------------------------------------------------------------------------
NEW_LOAN_RATE The new loan
rate as reported by the 4 Max length of 6 6
Servicer.
---------------------------------------------------------------------------------------------------------------------
ARM_INDEX_RATE The index
the Servicer is using to 4 Max length of 6 6
calculate a
forecasted rate.
---------------------------------------------------------------------------------------------------------------------
ACTL_BEG_PRIN_BAL The
borrower's actual principal balance
2 No commas(,) or dollar
signs 11
at the beginning
of the processing cycle. ($)
---------------------------------------------------------------------------------------------------------------------
ACTL_END_PRIN_BAL The
borrower's actual principal balance
2 No commas(,) or dollar
signs 11
at the end
of the processing cycle.
($)
---------------------------------------------------------------------------------------------------------------------
BORR_NEXT_PAY_DUE_DATE The date at
the end of processing cycle
MM/DD/YYYY
10
that the
borrower's next payment is due
to the
Servicer, as reported by Servicer.
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SERV_CURT_AMT_1 The first
curtailment amount to be 2
