MASTER ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
SEPTEMBER 1, 2004
MASTER ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT dated September 1,
2004 (this "Master AAR Agreement"), among Banc of America Mortgage Capital
Corporation (the "Assignor"), Bank of America, N.A. (the "Assignee"), SunTrust
Mortgage, Inc. (the "Company"), and Wachovia Bank, National Association (the
"Custodian").
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. Assignment.
The Assignor hereby grants, transfers and assigns to Assignee all of
the right, title and interest of Assignor, as Purchaser, in, to and under that
certain (i) Flow Sale and Servicing Agreement (the "Sale and Servicing
Agreement"), dated as of February 1, 2004, as amended by Amendment No. 1, dated
as of June 1, 2004, between the Company and the Assignor, and (ii) the Custodial
Agreement (the "Custodial Agreement" and together with the Sale and Servicing
Agreement, the "Agreements"), dated as of February 1, 2004, among the Assignor,
the Company and the Custodian and the Assignee hereby assumes all of the
Assignor's obligations and duties under the Agreements from and after the date
hereof, and the Company hereby acknowledges such assignment and assumption and
hereby agrees to the release of the Assignor from any obligations or duties
under the Agreements from and after the date hereof. Notwithstanding the
foregoing, it is understood that the Company is not released from liability to
the Assignor for any breaches of any representations, warranties or covenants
made by the Company in the Agreements prior to the date hereof regardless of
when such breaches are discovered or made known and that the Assignor is not
released from liability to the Company or the Custodian for any breaches of any
representations, warranties, and covenants by the Assignor made in and pursuant
to the Sale and Servicing Agreement with respect to the Company or the Custodial
Agreement with respect to the Custodian prior to the date hereof regardless of
when such breaches are discovered or made known.
2. Assignee Representations.
That Assignee warrants and represents to, and covenants with, the
Assignor, the Custodian and the Company that:
a. The Assignee agrees to be bound, as Purchaser or Owner as
applicable, by all of the terms, covenants and conditions of the Agreements and
from and after the date hereof, the Assignee assumes for the benefit of the
Company and the Assignor and the Custodian (with respect to only the Custodial
Agreement) all of the Assignor's obligations as purchaser or owner thereunder;
b. The Assignee's address for purposes of all notices and
correspondence pursuant to the Agreements is:
Bank of America, N.A.
c/o Bank of America Mortgage
Master Servicing Department
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Telephone: (000) 000-0000
Email: xxxxx.x.xxxxxx@xxxxxxxxxxxxx.xxx
c. The Assignee's wire transfer instructions for purposes of
all remittances and payments pursuant to the Purchase Agreement is:
For the account of Bank of America, N.A.
ABA#: 000000000
A/C#: 000686769309
A/C Name: LSBO BANA Account
Taxpayer ID#: 00-0000000
3. Amendment of the Sale and Servicing Agreement.
The Company, the Assignee and the Assignor hereby agree that the
Sale and Service Agreement is amended to assign, transfer and set over all of
the Assignor's right, title and interest to and under the Sale and Service
Agreement to the Assignee and to remove the Assignor as a party thereto and
furthermore, that the Sale and Servicing Agreement is amended by deleting in its
entirety any occurrence of the language "Banc of America Mortgage Capital
Corporation" and replacing it with "Bank of America, N.A."
4. Amendment of the Custodial Agreement.
The Company, the Custodian, the Assignee and the Assignor hereby
agree that the Custodial Agreement is amended to assign, transfer and set over
all of the Assignor's right, title and interest to and under the Custodial
Agreement to the Assignee and to remove the Assignor as a party thereto and
furthermore, that the Custodial Agreement is amended by deleting in its entirety
any occurrence of the language "Banc of America Mortgage Capital Corporation"
and in each case replacing it with "Bank of America, N.A."
5. Miscellaneous.
a. This Master AAR Agreement as it relates to Mortgage Loans sold
pursuant to the Sale and Servicing Agreement on or after the date hereof will be
read to contain the above amendments as of the date hereof, and any future
reference to the Agreements will mean the Agreements as so modified as of the
date hereof and thereafter. The parties hereto acknowledge that the Agreements
have not been modified or amended, except as otherwise expressly described or
provided for herein.
b. This Master AAR Agreement shall be construed in accordance
with the laws of the State of New York, and the obligations, rights and remedies
of the parties hereunder shall be determined in accordance with such laws.
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c. This Master AAR Agreement may be executed in one or more
counterparts and by different parties hereto on separate counterparts, each of
which, when so executed, shall constitute one and the same agreement.
d. Any capitalized terms not otherwise defined herein will
have the meanings assigned to them in the Servicing Agreement.
[SIGNATURES ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have caused this Master Assignment,
Assumption and Recognition Agreement be executed by their duly authorized
officers as of the date first above written.
BANC OF AMERICA MORTGAGE BANK OF AMERICA, N.A.
CAPITAL CORPORATION Assignee
Assignor
By: /s/ Xxxxx X. Good By: /s/ Xxxxx X. Good
---------------------------------- ----------------------------------
Name: Xxxxx X. Good Name: Xxxxx X. Good
--------------------------------
Its: Vice President Its: Vice President
SUNTRUST MORTGAGE, INC. WACHOVIA BANK, NATIONAL
ASSOCIATION
Company Custodian
By: /s/ Xxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxxx
---------------------------------- ----------------------------------
Name: Xxx X. Xxxxxxx Name: Xxxxxx Xxxxxx
-------------------------------- --------------------------------
Its: Vice President Its: Vice President
-------------------------------- ---------------------------------
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