<PAGE>
Exhibit 10.3(F)
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EXECUTION COPY
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption
and Recognition
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"), SunTrust Mortgage, Inc., a Virginia corporation
("SunTrust") and as
acknowledged by Wells Fargo Bank, N.A., a national banking
association ("Wells
Fargo Bank"), as master servicer of the Banc of
America
Funding 2007-7 Trust;
WHEREAS, pursuant to
(i) that certain Flow Sale and Servicing Agreement,
dated as of February 1, 2004, by and between Assignor (as successor in
interest
to Banc of America Mortgage Capital Corporation), as purchaser, and
SunTrust, as
seller (as amended
by (a) that
certain Amendment No. 1, dated as of June 1,
2004, by and
between the Assignor and SunTrust, (b) that certain Master
Assignment, Assumption
and Recognition
Agreement, dated
September 1, 2004, by
and among Banc of America Mortgage Capital Corporation,
SunTrust, the Assignor
and Wachovia Bank, National Association, (c) that certain Amendment
No. 2, dated
as of November 1, 2004, by and between the Assignor and
SunTrust, and (d) that
certain Regulation
AB Compliance Addendum to the Flow Sale and Servicing
Agreement, dated as of
January 1, 2006, by and between the Assignor and
SunTrust), (ii) that
certain Memorandum
of Sale, dated June 8, 2007, by and
between the Assignor and SunTrust and (iii) that certain
Memorandum
of Sale,
dated July 9, 2007, by and between the Assignor and SunTrust
(collectively, the
"Sale and Servicing Agreement"), each of which is attached in
Appendix I hereto,
the Assignor purchased
the Mortgage Loans (as defined herein) from SunTrust and
SunTrust currently services the Mortgage Loans;
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, 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 (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:
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1.
The Assignor hereby
grants, transfers and assigns to BAFC, and BAFC
hereby grants,
transfers and assigns to the Assignee, all of the right, title
and interest of the Assignor in, to and under the Sale and
Servicing Agreement
(other than the rights of the Assignor to indemnification
thereunder),
and the
mortgage loans
delivered under such
agreement by SunTrust to the Assignor (who
delivered such
mortgage loans to the Assignor) and listed on Exhibit A
attached
hereto (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 Sale and 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 SunTrust
with
respect to the Sale and 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 Sale and Servicing
Agreement or the Mortgage Loans, including without limitation the
transfer of the
servicing obligations
under the Sale and
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 Sale and 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, 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.
2
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3.
From and after the date hereof, SunTrust shall (i) note the
transfer of
the Mortgage Loans to the Assignee in its books and records,
(ii) recognize the
Assignee as the owner of the Mortgage Loans and (iii) notwithstanding anything
to the contrary
contained in Section 9.01 of the Sale and Servicing Agreement,
continue to service
the Mortgage Loans pursuant to the Sale and Servicing
Agreement, as modified
by Section 11 of this Agreement, for the benefit of the
Assignee.
4.
SunTrust 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 Sale and Servicing
Agreement with respect to the Mortgage Loans. The Master
Servicer shall be
authorized to enforce
directly against
SunTrust any of
the
obligations of
SunTrust to the
Assignor or its
assignees provided for
in the
Sale and Servicing
Agreement relating to the Mortgage Loans including, without
limitation, the right
to exercise any and all rights of the Assignor (but not
the obligations) under
the Sale and Servicing
Agreement to monitor and enforce
the obligations of SunTrust thereunder, the right to terminate
SunTrust under
the Sale and Servicing
Agreement upon the occurrence of an event of default
thereunder, the right to receive all remittances required to be
made by SunTrust
under the Sale and Servicing Agreement, the right to receive all
monthly reports
and other data required to be delivered by SunTrust under the Sale
and Servicing
Agreement, the
right to examine the books and records of SunTrust,
indemnification
rights, and the right to exercise certain rights of consent and
approval relating to
actions taken by
SunTrust. All
remittances
by SunTrust
shall be made to the account or accounts designated by the Master Servicer to
SunTrust 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.
The Assignee shall
notify SunTrust in
writing within 5
business days
thereafter, but in no
event later than the next Remittance Date, of the
appointment of any successor to Wells Fargo as Master Servicer
under the Pooling
Agreement.
6.
SunTrust hereby restates as of the date hereof, for the benefit of each
of the other parties
hereto, each of the representations and warranties in
Sections 3.01 and 3.02 of the Sale and Servicing Agreement with the same effect
under such
Sale and Servicing Agreement as if such representations and
warranties had been
made as of the date hereof, provided, however, that with
respect to those
representations and
warranties that relate to the delinquency
of any Mortgage Loan or condition of any Mortgaged Property (as defined in the
Sale and Servicing
Agreement),
SunTrust restates such representations and
warranties as of the
Closing Date (as defined in the Sale and Servicing
Agreement). SunTrust hereby represents and warrants to each of the
other parties
hereto (i) that it has serviced the Mortgage Loans in accordance
with the terms
of the Sale and
Servicing Agreement,
(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.
3
<PAGE>
7.
SunTrust hereby agrees
to cooperate with BAFC, the Master Servicer and
the Securities
Administrator
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 the "Banc of America Funding 2007-7 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).
8.
SunTrust 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.
9.
In accordance
with Sections 2.01 and 9.01 of the Sale and
Servicing
Agreement, the
Assignor hereby instructs SunTrust, and SunTrust hereby agrees,
to release from its custody and deliver the contents of the
Servicing File (as
defined in the Sale
and Servicing
Agreement)
for each Mortgage Loan to the
Assignee, in its
capacity as
custodian under the Pooling Agreement, at the
address set forth in
Section 12 herein on
or before the
closing date of the
related Pass-Through Transfer (as defined in the Sale and Servicing
Agreement).
10.
SunTrust hereby agrees that it will make Monthly Advances as
contemplated by
Section 5.03 of the Sale and Servicing Agreement through the
Remittance Date prior
to the date on which cash is received in connection with
the liquidation
of REO Property, subject to the final proviso of the third
sentence of Section 5.03.
11.
SunTrust, BAFC and the Assignee hereby agree to the following
modifications to the
Sale and Servicing
Agreement with respect to the Mortgage
Loans:
a.
Article 1.
(i) The definition of "Qualified Substitute Mortgage Loan" is hereby
deleted in its entirety and replaced with the following:
"A mortgage
loan eligible to be substituted by the Company for a
Deleted Mortgage Loan
which must, on the
date of such
substitution,
(i) have an
outstanding principal
balance, after deduction of all
scheduled payments due in the month of substitution (or in the case
of
a substitution
of more than one
mortgage loan for a Deleted Mortgage
Loan, an aggregate
principal balance), not in excess of the Stated
Principal Balance of
the Deleted Mortgage
Loan; (ii) have a Mortgage
Loan Remittance Rate
not less than, and not more than 2% greater than
4
<PAGE>
the Mortgage Loan Remittance Rate of the Deleted Mortgage Loan; (iii)
have a remaining term
to maturity not
greater than and not more than
one year less than that of the Deleted Mortgage Loan; (iv) comply
with
each representation
and warranty set forth in Sections 3.01 and 3.02;
(v) be of the same type as the Deleted Mortgage Loan; (vi) have the
same Mortgage Interest Rate as the Deleted Mortgage Loan; (vii)
have a
FICO score not less than that of the Deleted Mortgage Loan, (vii)
have
an LTV not greater than that of the Deleted Mortgage Loan; (ix)
have a
credit grade not lower in quality
than that of the
Deleted Mortgage
Loan and (x) have the same lien status as the Deleted Mortgage
Loan."
(ii) The definition
of "Remittance Date" is hereby deleted in its
entirety and replaced with the following:
"The eighteenth (18th)
day (or if such day is not a Business Day, the
immediately preceding
Business Day) of any month, beginning with the
First Remittance Date."
b.
Section
3.02. Section 3.02 is hereby modified by inserting the
following as subsection (iii):
"No Mortgage
Loan (other
than a Mortgage
Loan that is a New
Jersey
covered purchase loan originated on or after November 27, 2003
through
July 6, 2004) is a High Cost Loan or Covered Loan, as applicable (as
such terms are defined in S&P's LEVELS(R) Glossary Version 5.7
(or the
now-current version
thereof) and no
Mortgage Loan
originated on or
after October 1, 2002 through March 6, 2003 is governed by the
Georgia
Fair Lending Act."
c.
Section 4.04.
Section 4.04 is hereby
modified by adding the following
sentence after the penultimate sentence:
"The amount of any losses incurred on funds deposited in the
Custodial
Account shall be deposited by the Company into the Custodial Account
on the Business Day prior to the Remittance Date."
d.
Section 4.17.
Section 4.17 is hereby
modified by replacing the phrase
"on or before the
Remittance
Date" in the
second line with "on or
before the 5th Business Day".
e.
Section 5.02.
The third paragraph of
Section 5.02 is hereby
modified
to read as follows:
Not later than the
fifth (5th) Business
Day of
each month, the
Company shall furnish
to the Purchaser a delinquency
report in the form set
forth in Exhibit
G-1, a monthly remittance
advice in the form set
forth in Exhibit
G-2, and a realized loss
report in the
form set forth in Exhibit G-3, each in a mutually
agreeable electronic
format, 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."
5
<PAGE>
The exhibits
referenced in this
Section 11(e) are attached to this
Agreement as Exhibit B hereto.
f.
Section 6.07.
Section 6.07 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 Company 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."
12.
The Assignee's address
for purposes of all notices and correspondence
related to the Mortgage Loans and the Sale and Servicing Agreement
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 Sale and Servicing Agreement
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
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
13.
Notwithstanding any
provision herein to the contrary, it is understood
that SunTrust is not released from liability to the Assignor for
any breaches of
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<PAGE>
any representations,
warranties or
covenants made by
SunTrust in the Sale and
Servicing Agreement
prior to the date
hereof regardless of
when such breaches
are discovered or made known.
14.
It is expressly
understood and agreed
by the parties hereto
that (i)
this Agreement is executed and delivered by U.S. Bank National
Association
not
individually or
personally but solely as trustee on behalf of the Trust, in the
exercise of the powers and authority conferred and vested in it under
the terms
of the Pooling and Servicing Agreement, and (ii) under no circumstances
shall
U.S. Bank National Association be personally liable for the payment of any
indebtedness or expenses of the Trust (including, without limitation, any fees,
expenses or indemnities payable under the Purchase and Servicing
Agreements), or
be liable for the breach or failure of any obligation,
representation,
warranty
or covenant of the Trust under this Agreement or any other related
documents, as
to all of which
recourse shall be had
solely to the assets of the Trust in
accordance with the terms of the Pooling and Servicing
Agreement.
[Signatures Follow]
7
<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, as
Assignor
By: /s/ Bruce
W. Good
-------------------------------
Name: Bruce W.
Good
Title: Principal
U.S. Bank National Association,
as Assignee
By: /s/
Melissa A. Rosal
---------------------------------------
Name: Melissa A.
Rosal
Title: Vice President
Banc of America Funding Corporation
By: /s/ Scott Evans
---------------------------------------
Name: Scott Evans
Title: Senior Vice President
SunTrust Mortgage, Inc., as servicer
By: /s/
Annette Holman-Foreman
---------------------------------------
Name: Annette
Holman-Foreman
Title: Vice President
Acknowledged and Agreed as
of the date first above written:
Wells Fargo Bank, N.A., as Master Servicer
By: /s/
Raymond Delli Colli
-------------------------------
Name:
Raymond Delli Colli
Title: Vice
President
<PAGE>
EXHIBIT A
Schedule of Mortgage Loans
[Please see the Free Writing Prospectus filed and accepted
by the Securities and Exchange Commission on August
30, 2007, with a filing date of August 30, 2007 and
accession number 0001379402-07-000035.]
A-1
<PAGE>
EXHIBIT B
Exhibit G-1 Standard File Layout - Delinquency Reporting
*The
column/header
names in bold are the
minimum fields Wells
Fargo must
receive from every Servicer
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
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Column/Header Name
Description
Decimal
Format Comment
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SERVICER_LOAN_NBR
A unique number assigned to a loan by the Servicer. This
may be different than the LOAN_NBR
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LOAN_NBR
A unique identifier assigned to each loan by the originator.
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CLIENT_NBR
Servicer Client Number
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SERV_INVESTOR_NBR
Contains a unique number as
assigned by an external servicer
to identify a group of loans in
their system.
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BORROWER_FIRST_NAME
First Name of the Borrower.
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BORROWER_LAST_NAME
Last name of the borrower.
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PROP_ADDRESS
Street Name and Number of Property
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PROP_STATE
The state where the
property located.
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PROP_ZIP
Zip code where the property is located.
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BORR_NEXT_PAY_DUE_DATE
The date that the borrower's next
payment is due to the MM/DD/YYYY
servicer at the end of processing
cycle, as reported by Servicer.
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LOAN_TYPE
Loan Type (i.e. FHA, VA, Conv)
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BANKRUPTCY_FILED_DATE
The date a particular bankruptcy claim was filed.
MM/DD/YYYY
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BANKRUPTCY_CHAPTER_CODE
The chapter under which the bankruptcy was filed.
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BANKRUPTCY_CASE_NBR
The case number assigned by the court to the bankruptcy
filing.
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POST_PETITION_DUE_DATE
The payment due date once the bankruptcy has been approved
MM/DD/YYYY
by the courts
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BANKRUPTCY_DCHRG_DISM_DATE
The Date The Loan Is Removed From Bankruptcy. Either by
MM/DD/YYYY
Dismissal, Discharged and/or a Motion For Relief Was
Granted.
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LOSS_MIT_APPR_DATE
The Date The Loss Mitigation Was Approved By The Servicer
MM/DD/YYYY
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LOSS_MIT_TYPE
The Type Of Loss Mitigation Approved For A Loan Such As;
------------------------------------------------------------------------------------------------
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LOSS_MIT_EST_COMP_DATE
The Date The
Loss Mitigation /Plan Is Scheduled To End/Close
MM/DD/YYYY
------------------------------------------------------------------------------------------------
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LOSS_MIT_ACT_COMP_DA
