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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 and under the Mortgage Loans delivered under the
Transfer
Agreements to the Assignee pursuant to that certain Mortgage Loan
Purchase
Agreement (the "Mortgage Loan Purchase Agreement"), dated as of
October 1, 2006,
by and between the Assignee, as purchaser, and the Assignor, as
seller.
6. The Assignee has further assigned its rights in, to and under
(i)
this AAR and (ii) the Mortgage Loans delivered to Wells Fargo Bank,
N.A., as
trustee (the "Trustee"), pursuant to that certain Pooling and
Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of
October 1, 2006,
among the Assignee, as depositor, the Company and the Trustee.
7. The Assignor represents and warrants to, and covenants with,
the
Assignee that:
a. The Assignor has not received notice of, and has no
knowledge of, any offsets, counterclaims or other defenses
available to the
Company with respect to the Transfer Agreements or the Mortgage
Loans;
b. The Assignor is the lawful owner of the Mortgage Loans with
the full right to transfer the Mortgage Loans and all of its
interests, rights
and obligations un
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