ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT
October 12, 2006
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT (this “AAR”), dated October 12,
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.
The Assignor hereby grants,
transfers and assigns to the Assignee all of the right, title and
interest of the Assignor, as Purchaser, under (i) 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, (ii) the Memoranda of Sale dated August 31, 2006, September
15, 2006 and September 21, 2006 (each such date, an “Original
Closing Date”) (collectively, the “Memoranda of
Sale,” and together with the Flow Sale Agreement, the
“Transfer Agreement”), each among the Assignor and the
Company, including but not limited to the representations and
warranties made by the Company in Sections 3.01 and 3.03 and the
remedy provisions set forth in Section 3.04 of the Flow Sale
Agreement, but excluding the Assignor’s rights under Section
3.06 of the Flow Sale Agreement; provided, however, the Assignor
shall continue to have the right to indemnity pursuant to Sections
3.04, 8.01, 9.05 and 12.14, (iii) each of the Mortgage Loans
delivered under the Transfer Agreement by the Company to the
Assignor and (iv) that certain Custodial Agreement (the
“Custodial Agreement”), dated as of July 28, 2006, by
and between the Assignor and Wells Fargo Bank, N.A. 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 Agreement, 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 Agreement other than the
Mortgage Loans that are subject to the Mortgage Loan Purchase
Agreement (the “Assigned Mortgage Loans”).
2.
The Assignor has sold, assigned, set
over, and otherwise conveyed its rights in, to and under the
Assigned Mortgage Loans delivered under the Transfer Agreement to
the Assignee
pursuant to that certain Mortgage
Loan Purchase Agreement (the “Mortgage Loan Purchase
Agreement”), dated as of September 1, 2006, by and between
the Assignee, as purchaser, and the Assignor, as seller.
3.
The Assignee has further assigned
its rights in, to and under (i) this AAR and (ii) the Assigned
Mortgage Loans delivered under the Transfer Agreement 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 September 1, 2006,
among the Assignee, as depositor, the Company and the
Trustee.
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4.
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The Assignor represents and warrants
to, and covenants with, the Assignee that:
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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
Agreement or the Mortgage Loans;
b.
The Assignor is the lawful owner of
the Assigned Mortgage Loans with the full right to transfer the
Assigned Mortgage Loans and all of its interests, rights and
obligations under the Transfer Agreement free from any and all
claims and encumbrances whatsoever. Except for the sale to the
Assignee, the Assignor has not assigned or pledged any Mortgage
Note related to any Assigned Mortgage Loan or the related Mortgage
or any interest or participation therein;
c.
The Assignor has not satisfied,
canceled,
