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Exhibit 10.2(B)
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DRAFT
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement (the
"Agreement"), dated
July 31, 2007, 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, not in its individual capacity, but solely
as trustee of
the Banc of America Funding 2007-6 Trust ("Assignee"), Wells
Fargo Bank, N.A., a
national banking association ("Wells Fargo Bank"), as servicer,
and
CitiMortgage, Inc. ("CitiMortgage") as master servicer of the
Banc of America
Funding 2007-6 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 listed
on Exhibit A hereto 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, CitiMortgage, as a master servicer
(in such
capacity, the "Master Servicer") and Citibank, N.A., a national
banking
association, as securities administrator (in such capacity, the
"Securities
Administrator"), are 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:
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
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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 7 of this
Agreement, for the
benefit of the Assignee. Wells Fargo Bank acknowledges that a
REMIC election
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will be made with respect to the Mortgage Loans and that the
Master Servicer,
pursuant to the Pooling Agreement, will administer on behalf of
the Assignee the
terms and conditions of the Servicing Agreement.
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
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 8
herein on or before the date hereof.
6. Wells Fargo 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 (MERS
ID #1001065), 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. 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
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that the installments payable by the Mortgagors will be
sufficient to
pay such charges as and when they become due and payable."
c. Section 4.10. Section 4.10 is hereby modified by inserting in
the
third paragraph after "shall" the words, "use reasonable efforts
to"
and by deleting the following language: "in accordance with
then
current Fannie Mae requirements, and secure from the owner's
association its agreement to notify the Servicer promptly of
any
change in the insurance coverage or of any condemnation or
casualty
loss that may have a material effect on the value of the
Mortgaged
Property as security."
d. Section 4.10. Section 4.10 is hereby further modified by
deleting the
following language from the fourth paragraph:
"and if the Mortgagor does not obtain such coverage, the
Servicer
shall immediately force place the required coverage on the
Mortgagor's
behalf."
e. Section 4.13. Section 4.13 is hereby deleted in its entirety
and
replaced with the following:
"The Company or its agent shall inspect the Mortgaged Property
as
often as is reasonably deemed necessary by the Company in
accordance
with Accepted Servicing Practices or as may be required by the
primary
mortgage guaranty insurer, to assure itself that the value of
the
Mortgaged Property is being preserved. The Company shall keep a
record
of each such inspection and, upon request, shall provide the
Purchaser
with an electronic report of each such inspection."
f. Section 4.23. Section 4.23 is hereby modified by adding to
the
beginning of the paragraph, the following language:
"The extent that the Servicer has serviced the Mortgage Loans
for a
period of sixty (60) days,"
g. Section 4.25. Section 4.25 is hereby deleted in its
entirety.
h. Section 5.01. Section 5.01 is hereby modified by deleting
"the second
Business Day following" from the first sentence of the
second
paragraph.
i. Section 5.02. Section 5.02 is hereby modified to read as
follows:
"Not later than the [_] of each month, the Servicer shall
furnish to
the Master Servicer a monthly remittance advice, with a trial
balance
report attached thereto, as to the remittance period ending on
the
last day of the preceding month containing the information
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