<PAGE>
Exhibit 10.2(C)
--------------
EXECUTION COPY
--------------
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption
and Recognition Agreement (the "Agreement"), dated
August 30, 2007, among Bank of America, National Association, a
national banking
association (the "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 2007-7 Trust (the "Assignee"), Washington Mutual Bank
(formerly known as Washington Mutual Bank, FA), a federally
chartered savings
bank ("WMB") and as acknowledged by Wells Fargo Bank, N.A., a national banking
association ("Wells
Fargo Bank"), as a
master servicer of the
Banc of America
Funding 2007-7 Trust;
WHEREAS,
pursuant to
(i) that certain Assignment, Assumption and
Recognition Agreement,
dated June 30, 2004,
among DLJ Mortgage
Capital, Inc.
("DLJMC"), Washington
Mutual Mortgage Securities Corp. ("WMMSC"), the Assignor
and WMB, and (ii) that certain Assignment, Assumption and
Recognition Agreement,
dated July 30, 2004, among DLJMC, WMMSC and the Assignor
(collectively, the "DLJ
Purchase Agreement"),
each of which is
attached in Appendix A hereto, the
Assignor purchased the mortgage loans listed on Exhibit A-1
attached hereto (the
"DLJ Mortgage Loans") from DLJMC;
WHEREAS, pursuant to
(i) that certain
Mortgage Loan Purchase and Sale
Agreement (Amended and
Restated),
dated as of July 1,
2003, by and among WMB,
Washington Mutual
Bank fsb, Washington Mutual Bank and the Assignor (as
successor in
interest to Banc of America Mortgage Capital Corporation
("BAMCC")), as
purchaser (as amended by (a) that certain
Master Assignment,
Assumption and Recognition Agreement (the "MAAR"), dated as of July 1, 2004, by
and among BAMCC, the Assignor, Washington Mutual Bank fsb, Washington Mutual
Bank and WMB, and (b) that certain Regulation AB Amendment to the
Mortgage Loan
Purchase and
Sale Agreement, dated as of January 1, 2006, by and among
Washington Mutual
Bank fsb, WMB and the Assignor) (collectively, the "WMB
Purchase Agreement"),
and (ii) that certain
Term Sheet, dated May 17, 2007, by
and between WMB and the Assignor (collectively, the "WMB Purchase
Agreement" and
together with the DLJ Purchase Agreement, the "Purchase Agreement"), which is
attached in Appendix B hereto, the Assignor purchased the
mortgage loans listed
on Exhibit A-2 attached hereto (the "WMB Mortgage
Loans" and together
with the
DLJ Mortgage Loans, the "Mortgage Loans") from WMB;
WHEREAS, WMB currently services the Mortgage Loans pursuant to that
certain
Servicing Agreement
(Amended and
Restated),
dated as of July 1,
2003, by and
between the Assignor and WMB, as servicer (the "Servicer") (as amended by (a)
the MAAR and (b) that certain Regulation AB Amendment to the Servicing
Agreement, dated as of
January 1, 2006, by
and between
WMB and the
Assignor
(collectively,
the "Servicing
Agreement"
and together with the Purchase
Agreement, the
"Underlying
Agreements")),
and such Servicing Agreement is
attached in Appendix C 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;
<PAGE>
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"), 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 (in such
capacity, 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 (a) the Mortgage
Loans and (b) all
rights and obligations under the Underlying Agreements to the extent related
to
the Mortgage Loans.
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 Underlying Agreements other than the Mortgage Loans.
The
Assignee assumes all
of the interests and rights of the Assignor under
the Underlying Agreements solely with respect to the Mortgage
Loans.
2.
The Assignor warrants
and represents to, and covenants with, BAFC, WMB
and the Assignee that, as of the date hereof:
a.
The Assignor is
the lawful owner of
the Mortgage Loans
with the full
right to transfer the Mortgage Loans and any and all of the
interests,
rights and obligations under the Underlying Agreements as they relate
to the Mortgage
Loans free and clear 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 WMB with
respect
to the Underlying 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
Agreements
or the Mortgage Loans.
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 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
2
<PAGE>
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, 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, WMB shall (i) note the transfer of
the
Mortgage Loans to the
Assignee in its books and records and (ii) recognize the
Assignee as the owner
of the Mortgage
Loans. WMB acknowledges that a REMIC
election 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. The Master
Servicer shall be authorized to enforce directly against the
Servicer any of the
obligations of the Servicer to the Assignor or its assignees
provided for in the
Servicing Agreement, other than the indemnification obligations of the Servicer
to the Assignor
only.
4.
The Servicer hereby
agrees to service the Mortgage Loans in accordance
with the terms of the Servicing Agreement, as modified by Section 6 herein,
for
the benefit of the Assignee. All remittances by the Servicer shall be made
to
the account or accounts designated by the Master Servicer to the Servicer 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 2007-7 # 53175200.
5.
WMB hereby represents
and warrants to each
of the other parties hereto
(i) that the representations and warranties of WMB in Section 5.7 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 and (ii) that WMB has not taken or 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.
6.
The Servicer hereby agrees to the following modifications to the
Servicing Agreement with respect to the Mortgage Loans:
a.
Article 1. The
first sentence in the definition of "Monthly Remittance
Date" is hereby replaced in its entirety with the following:
"The eighteenth (18th)
day (or if such day is not a Business Day, the
immediately preceding Business Day) of any month."
b.
Article 1. The
definition of "Qualified Depository" is hereby replaced
in its entirety with the following:
"Any of (i) an account or accounts maintained with a federal or
state
chartered depository
institution
or trust company the short-term
unsecured debt
obligations
of which have one of the two highest
short-term ratings of
each Rating Agency at
the time any amounts are
held on deposit therein, or (ii) a trust account or accounts
3
<PAGE>
maintained with the
trust department of a
federal or state chartered
depository institution
or trust company, acting in its fiduciary
capacity."
c.
Section 3.2.
Section 3.2(a) is modified by adding the following as the
second paragraph of such section:
"The Servicer shall
provide to the Owner
or any Master Servicer
(i)
the information set forth in Exhibit F-1, Exhibit F-2 and Exhibit F-3
in a mutually agreeable format and (ii) any other information
readily
available to the
Servicer on its
servicing system relating to the
servicing of
the Mortgage Loans the Master Servicer reasonably
requires (provided,
however,
that
the Servicer shall have no
obligation to provide to the Master Servicer any information
pursuant
to this clause
(ii) which is unduly burdensome or costly for the
Servicer to provide to
the Master Servicer),
in such form as may
be
mutually agreed upon
between the Servicer
and the Master
Servicer,
with respect to each
Mortgage Loan serviced
by the Servicer no later
than the tenth (10th)
calendar day of each
month, or if such day
is
not a business day, the next business day, commencing on September
10,
2007 to enable the Master Servicer to provide such information to the
securities administrator."
The exhibits
referenced
in this Section 6(b) are attached to this
Agreement on Exhibit B hereto.
d.
The Servicing
Fee Rate with respect to each Mortgage Loan is specified
on Exhibit A.
7.
The Assignee's
address for purposes
of all notices and
correspondence
related to the Mortgage Loans and the Underlying Agreements is:
U.S. Bank National Association
209 S. LaSalle Street, Suite 300
Chicago, Illinois 60604
Attention: Structured Finance Trust Services, BAFC 2007-7
The
Assignor's
address for
purposes of all notices and correspondence
related to the Mortgage Loans and the Underlying Agreements is:
Bank of America, National Association
214 North Tryon Street
Charlotte, North Carolina 28255
Attention: Managing Director
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
4
<PAGE>
WMB's address for purposes of all notices and correspondence
related to the
Mortgage Loans is:
Washington Mutual Bank
1301 Second Avenue
WMC 1401
Seattle, Washington 98101
Attention: General Counsel
The
Servicer's
address for
purposes of all notices and correspondence
related to its role as Servicer of the Mortgage Loans is:
Washington Mutual Bank
7301 Baymeadows Way
Jacksonville, Florida 32256
Attention: Investor Reporting
Wells Fargo Bank's address for purposes of all notices and
correspondence related to its role as Master Servicer of the
Mortgage Loans is:
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland
21045
Attention: Client Manager - BAFC 2007-7
8.
WMB 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 WMB, 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 WMB thereunder, the right to terminate WMB under the
Servicing Agreement upon the occurrence of an event of default
thereunder,
the
right to receive all remittances required to be made by WMB under
the Servicing
Agreement, the right
to receive all monthly
reports and other data required to
be delivered
by WMB under the
Servicing Agreement, the right to examine the
books and records of
WMB, the right to
enforce the Owner's indemnification
rights, and the right
to exercise
certain rights of consent and approval
relating to actions taken by WMB.
5
<PAGE>
Notwithstanding anything to the contrary herein, the Master
Servicer hereby
acknowledges and
agrees that the Master
Servicer's
authority to enforce the
obligations of WMB under the Servicing Agreement is solely in a
representative
capacity and that in
no event shall the Master Servicer be entitled to
receive
indemnification rights
from WMB, except as
provided in Section
8.9(b) of the
Servicing Agreement.
Notwithstanding
anything to the contrary herein, nothing
shall limit
the indemnification rights granted to the Assignor under the
Servicing Agreement or to the Trustee as Assignee under this
Agreement.
9.
Capitalized
terms used but not
defined herein shall
have the meanings
assigned to them in the Servicing Agreement.
10.
This Agreement
shall be construed in
accordance with the
laws of the
State of New York,
without regard to conflicts of law principles, and the
obligations, rights and remedies of the parties hereunder shall be
determined in
accordance with such laws.
11.
No term or provision of this Agreement may be waived or modified
unless
such waiver or
modification is in
writing and signed by the party against whom
such waiver or modification is sought to be enforced.
12.
This Agreement shall inure to the benefit of the successors and
assigns
of the parties hereto. Any entity into which the Assignor,
the Assignee, WMB
or
BAFC may be merged or
consolidated
shall, without the requirement for any
further writing,
be deemed the Assignor, the Assignee, WMB or BAFC,
respectively, hereunder.
13.
This Agreement
shall survive the
conveyance of
