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<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
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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
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<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.
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<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.
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<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
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<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]
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<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
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Name: Bruce W. Good
Title: Vice President
U.S. Bank National
Association, Assignee
By:/s/ Melissa A. Rosal
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Name: Melissa A. Rosal
Title: Vice President
Banc of America Funding Corporation
By:/s/ Scott Evants
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Name: Scott Evans
Title: Senior Vice President
PHH Mortgage Corporation
By:/s/ Chrissy Judge
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Name: Chrissy Judge
Title: Assistant Vice President
Bishop's Gate Residential Mortgage Trust
By:/s/ Chrissy Judge
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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
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Name: Darron Woodus
Title: Assistant Vice President
<PAGE>
EXHIBIT A
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Schedule of Mortgage Loans
[See Exhibits D-1 and D-2 to the Pooling and Servicing
Agreement]
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EXHIBIT B
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Schedule of Additional Collateral Mortgage Loans
[See Exhibits D-1 and D-2 to the Pooling and Servicing
Agreement]
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EXHIBIT C
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Standard File Layout - Delinquency Reporting
<TABLE>
<CAPTION>
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Column/Header Name Description Decimal Format Comment
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<S> <C>
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
MM/DD/YYYY
due to the 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
MM/DD/YYYY
was filed.
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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
MM/DD/YYYY
has been approved by the courts
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BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From
MM/DD/YYYY
Bankruptcy. Either by 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
MM/DD/YYYY
By The Servicer
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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
MM/DD/YYYY
Scheduled To End/Close
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LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually
MM/DD/YYYY
Completed
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