ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment and Assumption Agreement |
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Search Assignment and Assumption Agreement by:
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Exhibit 10.3(B)
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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 servicer and acknowledged by Wells Fargo Bank, N.A. as
master
servicer of the Banc of America Funding 2006-8T2 Trust.
WHEREAS, pursuant to that certain
Flow Servicing Rights Purchase and Sale
Agreement, dated as of July 1, 2006 (the
"Purchase Agreement"), by and
between
the Assignor and Wells Fargo Bank, the
Assignor has sold, and Wells Fargo Bank
has purchased, the servicing
rights related to the
mortgage loans listed on
Exhibit A hereto (the "Mortgage Loans");
WHEREAS, Wells
Fargo Bank has agreed to
service the Mortgage
Loans in
accordance with that certain Servicing Agreement, dated as of July 1, 2006 (the
"Servicing Agreement"), by and
between the Assignor
and Wells Fargo Bank
(attached hereto in Appendix I);
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") and as securities
administrator (in such
capacity, the "Securities Administrator"), is entering into a Pooling and
Servicing Agreement, dated the date hereof (the "Pooling
Agreement"), among
BAFC, the Master Servicer,
the Securities Administrator
and the Assignee,
pursuant to which the Master Servicer shall
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:
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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
Servicing Agreement (other than
the rights of the Assignor to indemnification thereunder).
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 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 Wells Fargo Bank with
respect to the Purchase Agreement,
the 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 Agreement, the
Servicing
Agreement or the Mortgage Loans,
including without limitation the transfer of
the servicing obligations under the 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 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
(the "33 Act") or which would render the disposition
of the Mortgage Loans a
violation of Section 5 of the 33 Act or require registration pursuant thereto.
3. From and after the date hereof,
Wells Fargo Bank shall note the transfer
of the Mortgage Loans to the Assignee in its books and records, and Wells Fargo
Bank shall recognize
the Assignee as
the owner of
the Mortgage Loans.
Notwithstanding anything to the
contrary contained in
Section 9.01 of the
Servicing Agreement, Wells Fargo Bank
shall service the Mortgage Loans pursuant
to the Servicing Agreement as modified
by Section 6 of this Agreement, for the
benefit of the Assignee.
4. Wells Fargo Bank hereby
represents and warrants to each of the other
parties hereto (i) that the
representations and warranties of
Wells Fargo Bank
in Section 3.01 of the 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 serviced the
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Mortgage Loans in accordance
with the terms of the Servicing
Agreement, and
(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.
5. In accordance with
Sections 2.03 and 9.01 of the Servicing
Agreement,
the Assignor hereby
instructs Wells Fargo Bank, and Wells Fargo Bank hereby
agrees, to release from its custody and deliver the Mortgage File (as defined
in
the Servicing Agreement) for each Mortgage Loan to the Assignee, or a custodian
on its behalf under the Pooling Agreement, at the address set forth in Section
7
herein on or before the date hereof.
6. Wells Fargo Bank, BAFC and the Assignee hereby agree to the following
modifications to the Servicing Agreement:
a.
Article I. Article I is hereby
modified by deleting the definition of
"Principal Prepayment
Period" and replacing it with the following:
"The calendar
month preceding the
month in which
the related
Remittance Date occurs."
b.
Section 4.03. Section 4.03 is hereby modified to read as follows:
"Continuously from the
respective Cut-off Date until the principal and
interest on all Mortgage Loans are paid in full or the Mortgage Loans
have been fully liquidated
(with respect to Mortgage Loans that remain
subject to this
Agreement pursuant to
Section 9.01 herein),
in
accordance with this Agreement
and Accepted Servicing Practices, the
Servicer shall
proceed diligently to collect all
payments due under
each of the Mortgage Loans when the same shall become due and
payable
and shall take special care in ascertaining
and estimating Escrow
Payments and all other
charges that will become due and payable with
respect to the Mortgage Loan and the Mortgaged Property,
to the end
that the installments payable by the Mortgagors will be sufficient
to
pay such charges as and when
they become due and payable."
c.
Section 5.01. Section 5.01 is
hereby modified by deleting "the second
Business Day
following" from the
first sentence of
the second
paragraph.
d.
Section 5.02. Section 5.02 is hereby modified to read as follows:
"Not later than the tenth (10th)
calendar day of each month,
the
Servicer shall
furnish to the Owner
(or any master servicer)
a
delinquency report in the form set forth in Exhibit
D-1, a monthly
remittance advice in the form
set forth in Exhibit D-2, and a realized
loss report in the form set
forth in Exhibit D-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
information required by Exhibit
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D-1 is limited to that which is
readily available to the Servicer and
is mutually
agreed to by the Servicer and the Owner (or any master
servicer)."
The exhibits
referenced in this
Section 6 are attached
to this
Agreement as Exhibit B hereto.
e.
Section 6.04. Section
6.04 is hereby
modified by deleting
the
references to "the Owner or any Master Servicer and
Depositor" and
replacing them with "the
Master Servicer and the Master Servicer shall
deliver to the Depositor."
f.
Section 6.06. Section 6.06 is hereby modified by:
(1) deleting the references to
"the Owner, any Master Servicer and any
Depositor" and replacing
them with "the Master Servicer and the Master
Servicer shall deliver to the
Depositor"; and
(2) inserting
the following at the end of the
fifth full paragraph
therein:
"Neither the Owner nor
any Depositor or Master Servicer will request
delivery of a certification under clause (d) above unless a Depositor
or Master Servicer
is required under the
Exchange Act to file an
annual report on Form 10-K with respect to an issuing entity
whose
asset pool includes the Mortgage
Loans."
g.
Section 9.01. Section 9.01 is hereby modified by:
(1) modifying Section
9.01(g)(iii) to read as follows:
"In addition to such information
as the Servicer, as servicer,
is
obligated to provide pursuant to other provisions of this Agreement,
not later than ten (10) days
prior to the deadline for the filing of
any distribution report on Form 10-D in respect of any
Securitization
Transaction that includes any of the Mortgage Loans
serviced by the
Servicer or any Subservicer,
the Servicer or such Subservicer,
as
applicable, shall, to the extent the Servicer or such
Subservicer has
knowledge, provide to the party responsible
for filing such report
(including, if
applicable, the Master
Servicer) notice of the
occurrence of any of the
following events along with all
information,
data, and materials related thereto as may be required to be included
in the related distribution
report on Form 10-D (as specified in the
provisions of Regulation AB
referenced below):
(A) any material
modifications, extensions or waivers of pool
asset terms,
fees, penalties or payments
during the distribution
period or that have
cumulatively become material
over time (Item
1121(a)(11) of Regulation AB);
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(B) material breaches of
pool asset representations or warranties
or transaction covenants (Item
1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances
backed by the same pool
assets, any pool asset
changes (such as,
additions, substitutions or repurchases), and any
material changes in
origination, underwriting
or other criteria
for acquisition or
selection of pool assets (Item
1121(a)(14) of Regulation AB).
(iv) The Servicer shall provide
to the Master Servicer and the Master
Servicer shall deliver to the
Depositor, evidence of the authorization
of the person signing any
certification or statement, copies or
other
evidence of Fidelity Bond Insurance and Errors and Omission Insurance
policy, financial information and reports, and such
other information
related to the Servicer or any Subservicer
or the Servicer or such
Subservicer's performance
hereunder."; and
(2) modifying
Section 9.01(k) by deleting the
word "Investor" and
replacing it with "party
designated by the Owner"
h.
Section 10.01. Section 10.01 is hereby modified by:
(1) replacing
the word "sixty (60)"
with "thirty (30)" in Section
10.01(b) and inserting the
following thereafter:
"(or, in the case of any failure
by the Servicer to
perform its
obligations under Section 6.04
or Section 6.06, ten (10))"; and
(2) replacing
the word "fifteen (15)"
with "ten (10)" in
Section
10.01(j).
7. The Assignee's
address for purposes of all notices and
correspondence
related to the Mortgage Loans and the Purchase Agreement 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
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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
8. Wells Fargo Bank shall remit all
funds pursuant to the following
wire
instructions:
WELLS FARGO BANK, N.A.
ABA# 121000248
FOR CREDIT TO: SAS CLEARING, ACCT:
3970771416
FFC TO: BAFC 2006-8T2
#50964300
9. Wells Fargo Bank hereby acknowledges
that Wells Fargo Bank, N.A. 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
Wells Fargo Bank, as they relate to
the Mortgage Loans,
under the Servicing
Agreement. Such right will include, without limitation, the right to exercise
any and all rights of the Assignor (but not the obligations) under the
Servicing
Agreement to monitor and enforce the obligations of Wells Fargo Bank
thereunder,
the right to terminate Wells Fargo Bank
under the Servicing Agreement upon the
occurrence of an event
of default thereunder,
the right to
receive all
remittances required to be
made by Wells Fargo
Bank under the
Servicing
Agreement, the right to receive all
monthly reports and other data required
to
be delivered by Wells Fargo Bank under
the Servicing Agreement,
the right to
examine the books and records of Wells Fargo Bank, indemnification rights, and
the right to exercise certain rights of consent and approval relating to
actions
taken by Wells Fargo Bank.
10.
Notwithstanding any p






