EXHIBIT 10.2(A) ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment and Assumption Agreement |
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Search Assignment and Assumption Agreement by:
<PAGE>
Exhibit 10.2(A)
ASSIGNMENT, ASSUMPTION
AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement (the
"Agreement"), dated
November 30, 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-I Trust
("Assignee"), Wells Fargo
Bank, N.A., a national banking association
("Wells
Fargo Bank"), as master servicer of the Banc of America Funding 2006-I
Trust (in
such capacity, the "Master Servicer"), PHH Mortgage Corporation (formerly known
as Cendant Mortgage Corporation)
("PHH Mortgage") and Bishop's Gate Residential
Mortgage Trust (formerly known as Cendant Residential Mortgage Trust)
("Bishop's
Gate," and together with PHH Mortgage, the "Underlying Sellers"), and PNC Bank,
N.A. ("PNC Bank").
WHEREAS, pursuant to that certain Assignment,
Assumption and Recognition
Agreement, dated as of November 21,
2006, among PNC Bank, the Assignor and
the
Underlying Sellers (the "Purchase
Agreement"), which is
attached in Appendix I
hereto, the Assignor purchased the Mortgage Loans (as defined
herein) from PNC
Bank;
WHEREAS, pursuant to the terms of the Purchase
Agreement, PHH Mortgage
currently services the Mortgage Loans
pursuant to that certain Mortgage
Loan
Purchase, Sale & Servicing Agreement,
dated as of August 1, 2005, as amended by
the Regulation AB Compliance
Addendum to Mortgage Loan Flow Purchase Sale and
Servicing Agreement dated as of
January 1, 2006 and
Amendment No. 1 to that
Mortgage Loan Purchase,
Sale & Servicing
Agreement, dated as of January
30,
2006, by and between the Assignor and
the Underlying Sellers (the
"Servicing
Agreement"), which is attached in
Appendix II hereto, and in addition currently
services the Additional Collateral Mortgage Loans (as defined herein) pursuant
to that certain Additional Collateral Assignment and Servicing Agreement, dated
as of April 30, 2003, by and between PHH Mortgage and PNC Bank (the
"ACASA," and
together with the Purchase Agreement and Servicing Agreement, the "Purchase and
Servicing Agreements"), which is attached in Appendix III hereto.
WHEREAS, PNC Bank acquired the Mortgage Loans from the
Underlying Sellers
pursuant to the terms of that
certain Mortgage Loan Flow
Purchase, Sale &
Servicing Agreement, dated as of April 30, 2003, by and among PNC
Bank and the
Underlying Sellers (the "Underlying Sale
Agreement") and the ACASA,
each of
which is attached in Appendix III hereto;
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
<PAGE>
WHEREAS, on the date hereof, 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
Underlying Sale Agreement,
the
ACASA, the Purchase Agreement,
and the mortgage loans
delivered under the
Purchase Agreement by PNC Bank to the
Assignor and listed on Exhibit A attached
hereto (the "Mortgage Loans"). The
Mortgage Loans that
are "Additional
Collateral Mortgage Loans" are listed on Exhibit B attached hereto.
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 Agreements 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
PNC Bank or the
Underlying Sellers with respect to the Underlying Sale Agreement, the
Purchase and Servicing Agreements
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 Underlying Sale Agreement,
the Purchase and Servicing Agreements or the Mortgage Loans, including
without limitation the transfer of the servicing obligations under the
Purchase and Servicing
Agreements. 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 Underlying Sale Agreement or the Purchase and Servicing Agreements
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
2
<PAGE>
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) PNC Bank and the Underlying
Sellers
shall (i) note the transfer of the
Mortgage Loans to the Assignee
in their
respective books and records and (ii) recognize the Assignee as the owner of
the
Mortgage Loans and (B) notwithstanding anything to the contrary contained in
the
Purchase Agreement or in Sections 2.05 and 3.05 of the Servicing
Agreement, PHH
Mortgage, for the benefit of the Assignee,
shall continue to
service the
Mortgage Loans pursuant to the Servicing Agreement (including but not limited
to
those provisions related to sales and
reconstitutions of mortgage loans and all
provisions related to
Regulation AB compliance,
including servicer- and
originator-related provisions), as modified by Section 9 hereof, and shall in
addition service the Additional Collateral Mortgage Loans in accordance with
the
ACASA.
4. The Underlying Sellers
acknowledge that the Master Servicer, pursuant to
the Pooling Agreement, will administer on behalf of the Assignee the
terms and
conditions of the Underlying
Sale Agreement and the Purchase and Servicing
Agreements. The Master Servicer shall be
authorized to enforce directly against
the Underlying Sellers any of the
obligations of the Underlying Sellers to
the
Assignor or its assignees provided for in the Purchase and Servicing Agreements,
including, without limitation, the right to exercise any and all rights of
the
Assignor (but not the obligations) under the Underlying Sale Agreement and the
Purchase and Servicing Agreements to
monitor and enforce the obligations of the
Underlying Sellers thereunder,
the right to terminate the Underlying
Sellers
under the Purchase and Servicing
Agreements upon the occurrence of
an event of
default thereunder, the right to receive
all remittances required to be made by
the Underlying Sellers under the Purchase and Servicing Agreements, the right
to
receive all monthly reports and other data required
to be delivered by the
Underlying Sellers under the Purchase and Servicing Agreements,
the right to
examine the books and records of the Underlying Sellers, indemnification
rights,
and the right to exercise certain rights of consent and approval
relating to
actions taken by the Underlying Sellers.
All remittances by the
Underlying
Sellers shall be made to the account
or accounts designated
by the Master
Servicer to the
Underlying Sellers 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-I # 50964200.
The Master Servicer
shall be authorized to enforce
directly against PNC
Bank any of the obligations
of PNC Bank to the
Assignor or its assignees
provided for in the Purchase
Agreement.
3
<PAGE>
5. Each Underlying
Seller hereby represents and warrants to each of the
other parties hereto
(i) that the representations and
warranties of such
Underlying Seller in Section 3.01 of the
Underlying Sale 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 Underlying Sale 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 Agreement.
6. The Underlying
Sellers 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-I 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
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. Each Underlying
Seller hereby agrees that it shall not substitute a
Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan.
9. The Underlying Sellers hereby agree to the following modifications
to
the 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 both a
mutually agreeable
physical form and content (including
via website)
and a mutually
agreeable electronic format
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.
4
<PAGE>
b. 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 Servicer 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."
c. Exhibit 6.02. Exhibit 6.02 is
hereby amended by inserting the provisions
attached to this Agreement as
Exhibit C at the end thereof.
10. With respect to each
Additional Collateral Mortgage Loan, PHH
Mortgage
acknowledges and agrees that it shall take all necessary steps to effectuate
the
assignment of the Additional
Collateral (as defined
in the ACASA) to the
Assignee and its
assigns, including but not
limited to the provision
of
necessary notices to the Surety Bond Issuer (as defined in the ACASA) and
filing
of UCC financing statements and all
other actions contemplated by the
Purchase
and Servicing Agreements with respect to such Mortgage Loans.
11.
Notwithstanding any provision in this Agreement to the contrary, it is
understood that the Underlying
Sellers or PNC Bank, as applicable,
are not
released from liability to the Assignor for any breaches of any
representations,
warranties or covenants
made by such
Underlying Seller or PNC
Bank, as
applicable, in the Purchase Agreement
prior to the date hereof
regardless of
when such breaches are discovered or made known.
12. The Assignee's address for purposes of all notices and correspondence
related to the Mortgage Loans and the Purchase and Servicing Agreements is:
U.S. Bank National
Association
209 S. LaSalle Street,
Suite 300
Chicago, Illinois 60604
Attention: Structured
Finance Trust Services, BAFC 2006-I
The
Assignor's address for purposes
of all notices and correspondence
related to the Mortgage Loans and the Purchase and Servicing Agreements is:
Bank of America,
National Association
214 North Tryon Street
Charlotte, North
Carolina 28255
Attention: Managing
Director
5
<PAGE>
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]
6
<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: Vice President
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 Evants
------------------------------
Name: Scott Evans
Title: Senior Vice President
PHH Mortgage Corporation
By:/s/ Chrissy Judge
------------------------------
Name: Chrissy Judge
Title: Assistant Vice President
Bishop's Gate Residential Mortgage Trust
By:/s/ Chrissy Judge
------------------------------
Name: Chrissy Judge
Title: Assistant Vice President
<PAGE>
PNC Bank, N.A.
By:/s/ Jason Marshall
Name: Jason Marshall
Title: Vice President
Acknowledged and Agreed
as of the date first above written:
Wells Fargo Bank, N.A., as Master Servicer
By:/s/ Darron Woodus
------------------------------
Name: Darron Woodus
Title: Assistant Vice President
<PAGE>
EXHIBIT A
---------
Schedule of
Mortgage Loans
[See Exhibits D-1 and D-2 to the
Pooling and Servicing Agreement]
<PAGE>
EXHIBIT B
---------
Schedule of Additional
Collateral Mortgage Loans
[See Exhibits D-1 and D-2 to the
Pooling and Servicing Agreement]
<PAGE>
EXHIBIT C
---------
Standard File Layout - Delinquency Reporting
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
Column/Header Name
Description
Decimal Format Comment
------------------------------------------------------------------------------------------------------------------------------
<S> <C>
SERVICER_LOAN_NBR A
unique number assigned to a loan by the
Servicer. This may be different
than the
LOAN_NBR
------------------------------------------------------------------------------------------------------------------------------
LOAN_NBR A
unique identifier assigned to each loan
by
the originator.
------------------------------------------------------------------------------------------------------------------------------
CLIENT_NBR
Servicer Client Number
------------------------------------------------------------------------------------------------------------------------------
SERV_INVESTOR_NBR
Contains a unique number as assigned by
an
external servicer to identify a






