Exhibit 10.5(C)
--------------
EXECUTION COPY
--------------
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement (the "Agreement"), dated
April 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 2007-3 Trust (the "Assignee"), Washington Mutual Bank
(formerly known as Washington Mutual Bank, FA), a federally chartered savings
bank ("WMB") and as acknowledged by Xxxxx Fargo Bank, N.A., a national banking
association ("Xxxxx Fargo Bank"), as a master servicer of the Banc of America
Funding 2007-3 Trust;
WHEREAS, pursuant to 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 (the
"Purchase Agreement"), which is attached in Appendix A hereto, the Assignor
purchased the mortgage loans listed on Exhibit A attached hereto (the "Mortgage
Loans") from DLJMC;
WHEREAS, pursuant to the terms of the Purchase Agreement, WMB currently
services the Mortgage Loans pursuant to (i) 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 Master Assignment,
Assumption and Recognition Agreement (the "MAAR"), dated as of July 1, 2004, by
and among Banc of America Mortgage Capital Corporation, the Assignor and WMB 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"), which is attached in Appendix B 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
WHEREAS, on the date hereof, Xxxxx 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, WMMSC, as a master servicer, Xxxxx 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
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
2
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: XXXXX FARGO BANK,
N.A., ABA# 000000000, FOR CREDIT TO: SAS CLEARING, ACCT: 0000000000, FFC TO:
BAFC 2007-3 # 53146700.
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. 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 May 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.
3
c. 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
000 X. XxXxxxx Xxxxxx, Xxxxx
000 Xxxxxxx, Xxxxxxxx 00000
Attention: Structured Finance Trust Services, BAFC 2007-3
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
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Managing Director
BAFC's address for purposes of all notices and correspondence related to
the Mortgage Loans is:
Banc of America Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: General Counsel and Chief Financial Officer
WMB's address for purposes of all notices and correspondence related to the
Mortgage Loans is:
Washington Mutual Bank
0000 Xxxxxx Xxxxxx
XXX 1401
Xxxxxxx, Xxxxxxxxxx 00000
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
0000 Xxxxxxxxxx Xxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Investor Reporting
4
Xxxxx Fargo Bank's address for purposes of all notices and correspondence
related to its role as Master Servicer of the Mortgage Loans is:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - BAFC 2007-3
8. WMB hereby acknowledges that Xxxxx 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.
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 the Mortgage Loans and
the assignment of Underlying Agreements to the extent of the Mortgage Loans by
the Assignor to the Assignee and the termination of the Underlying Agreements.
5
14. This Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original and all such
counterparts shall constitute one and the same instrument.
15. 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 Underlying 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.
6
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/ Xxxxx X. Good
--------------------------
Name: Xxxxx X. Good
Title: Vice President
U.S. Bank National Association, as
Assignee
By: /s/ Xxxxxxx X Xxxxx
----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Banc of America Funding Corporation
By: /s/ Xxxxx X. Good
--------------------------
Name: Xxxxx X. Good
Title: Vice President
Washington Mutual Bank
By: /s/ Xxxxxx Xxxx
---------------------------
Name: Xxxxxx Xxxx
Title: Vice President
[Assignment, Assumption and Recognition Agreement for BAFC 2007-3]
Acknowledged and Agreed
as of the date first above written:
Xxxxx Fargo Bank, N.A.,
as Master Servicer
By: /s/ Xxxxxxx Xxxxx Colli
--------------------------------
Name: Xxxxxxx Xxxxx Xxxxx
Title: Vice President
[Assignment, Assumption and Recognition Agreement for BAFC 2007-3]
EXHIBIT A
Schedule of Mortgage Loans
[Included as Exhibits D-1 and D-2 to Exhibit 4.1 to the Current
Report on Form 8-K pursuant to which this Assignment,
Assumption and Recognition Agreement is filed.]
EXHIBIT B
EXHIBIT F-1
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and
all credits as separate line items. Claim packages are due on the
remittance report date. Late submissions may result in claims not
being passed until the following month. The Servicer is responsible to
remit all funds pending loss approval and /or resolution of any
disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For
documentation, an Amortization Schedule from date of default
through liquidation breaking out the net interest and servicing
fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee
that would have been earned if all delinquent payments had been
made as agreed. For documentation, an Amortization Schedule from
date of default through liquidation breaking out the net interest
and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance
of the Mortgage Loan as calculated on a monthly basis. For
documentation, an Amortization Schedule from date of default
through liquidation breaking out the net interest and servicing
fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form -
breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to
default require evidence of servicer efforts to recover
advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance
forward)
* Other expenses - copies of corporate advance history showing
all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision
and WFB's approved Officer Certificate
* Unusual or extraordinary items may require further
documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid
instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds
and line (18b) for Part B/Supplemental proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount
represents a realized gain, show the amount in parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
------------------------- ---------------------- --------------------
Servicer Loan No. Servicer Name Servicer Address
------------------------- ---------------------- --------------------
XXXXX FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ______________ (1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_________________________ ________________(12)
_______________________________________ ________________(12)
Total Expenses $ _______________(13)
Credits:
(14) Escrow Balance $ _______________(14)
(15) HIP Refund ________________(15)
(16) Rental Receipts ________________(16)
(17) Hazard Loss Proceeds ________________(17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________(18a)
HUD Part A
________________(18b)
HUD Part B
(19) Pool Insurance Proceeds ________________(19)
(20) Proceeds from Sale of Acquired Property ________________(20)
(21) Other (itemize) ________________ (21)
______________________________ ________________ (21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
Escrow Disbursement Detail
---------------- ----------------- ---------------------- ------------------ ------------------- ------------------ ----------------
Type Date Paid Period of Coverage Total Paid Base Amount Penalties Interest
(Tax /Ins.)
---------------- ----------------- ---------------------- ------------------ ------------------- ------------------ ----------------
---------------- ----------------- ---------------------- ------------------ ------------------- ------------------ ----------------
---------------- ----------------- ---------------------- ------------------ ------------------- ------------------ ----------------
---------------- ----------------- ---------------------- ------------------ ------------------- ------------------ ----------------
---------------- ----------------- ---------------------- ------------------ ------------------- ------------------ ----------------
---------------- ----------------- ---------------------- ------------------ ------------------- ------------------ ----------------
---------------- ----------------- ---------------------- ------------------ ------------------- ------------------ ----------------
---------------- ----------------- ---------------------- ------------------ ------------------- ------------------ ----------------
---------------- ----------------- ---------------------- ----------------- ------------------- ------------------ -----------------
EXHIBIT F-2
FORM OF SERVICER INFORMATION - WMB
The following information will be e-mailed to the Master Servicer by WMB:
LOAN NUMBER
INTEREST RATE
PENDING RATE
SCHED P&I PMT
SCHEDULED PRINCIPAL
GROSS INTEREST
CURTAILMENT COLL
PIF PRINCIPAL
PIF INTEREST DIFF
ARM INDEX
PEND INDEX
ENDING SCHED BAL
INVESTOR LOAN NUM
SERVICE FEE RATE
DUE DATE
YIELD RATE
BEGINNING BALANCE
ENDING BALANCE
BEGINNING SCHED BAL
PRINCIPAL COLLECTED
SCHEDULED NET INT
SCHEDULED BUYDOWN
SERVICE FEE COLL
REMITTANCE AMOUNT
In addition, a hard copy of the following information will be sent to the Master
Servicer by WMB:
DELINQUENCIES:
1-30
31-60
61-90
91 +
Foreclosures
REO Properties
EXHIBIT F-3
Standard File Layout - Scheduled/Scheduled
------------------------------------------------------------------------------------------------------------------------------------
Max
Column Name Description Decimal Format Comment Size
------------------------------------------------------------------------------------------------------------------------------------
SER_INVESTOR_NBR A value assigned by the Servicer to define a group of loans. Text up to 10
digits 20
------------------------------------------------------------------------------------------------------------------------------------
LOAN_NBR A unique identifier assigned to each loan by the investor. Text up to 10
digits 10
------------------------------------------------------------------------------------------------------------------------------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This may be Text up to 10 10
different than the LOAN_NBR. digits
------------------------------------------------------------------------------------------------------------------------------------
BORROWER_NAME The borrower name as received in the file. It is not separated by Maximum length 30
first and last name. of 30 (Last, First)
------------------------------------------------------------------------------------------------------------------------------------
SCHED_PAY_AMT Scheduled monthly principal and scheduled interest payment that a 2 No commas(,) or 11
borrower is expected to pay, P&I constant. dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
NOTE_INT_RATE The loan interest rate as reported by the Servicer. 4 Max length of 6 6
------------------------------------------------------------------------------------------------------------------------------------
NET_INT_RATE The loan gross interest rate less the service fee rate as reported by 4 Max length of 6 6
the Servicer.
------------------------------------------------------------------------------------------------------------------------------------
SERV_FEE_RATE The servicer's fee rate for a loan as reported by the Servicer. 4 Max length of 6 6
------------------------------------------------------------------------------------------------------------------------------------
SERV_FEE_AMT The servicer's fee amount for a loan as reported by the Servicer. 2 No commas(,) or
dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
NEW_PAY_AMT The new loan payment amount as reported by the Servicer. 2 No commas(,) or
dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------------------------------------------------------------------------------------------------------------
ARM_INDEX_RATE The index the Servicer is using to calculate a forecasted rate. 4 Max length of 6 6
------------------------------------------------------------------------------------------------------------------------------------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the beginning of the 2 No commas(,) or 11
processing cycle. dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
ACTL_END_PRIN_BAL The borrower's actual principal balance at the end of the processing 2 No commas(,) or 11
cycle. dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the borrower's next MM/DD/YYYY 10
payment is due to the Servicer, as reported by Servicer.
------------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or
dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_1 The curtailment date associated with the first curtailment amount. MM/DD/YYYY 10
------------------------------------------------------------------------------------------------------------------------------------
CURT_ADJ_ AMT_1 The curtailment interest on the first curtailment amount, if 2 No commas(,) or 11
applicable. dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or 11
dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_2 The curtailment date associated with the second curtailment amount. MM/DD/YYYY 10
------------------------------------------------------------------------------------------------------------------------------------
CURT_ADJ_ AMT_2 The curtailment interest on the second curtailment amount, if 2 No commas(,) or 11
applicable. dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or
dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_3 The curtailment date associated with the third curtailment amount. MM/DD/YYYY 10
------------------------------------------------------------------------------------------------------------------------------------
CURT_ADJ_AMT_3 The curtailment interest on the third curtailment amount, if 2 No commas(,) or 11
applicable. dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
PIF_AMT The loan "paid in full" amount as reported by the Servicer. 2 No commas(,) or
dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
PIF_DATE The paid in full date as reported by the Servicer. MM/DD/YYYY 10
------------------------------------------------------------------------------------------------------------------------------------
ACTION_CODE The standard FNMA numeric code used to Action Code Key: 15 2
indicate the default/delinquent status =Bankruptcy, 30=
of a particular loan. Foreclosure, 60=PIF,
63=Substitution,
65=Repurchase,70=REO
------------------------------------------------------------------------------------------------------------------------------------
INT_ADJ_AMT The amount of the interest adjustment as reported by the Servicer. 2 No commas(,) or
dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if applicable. 2 No commas(,) or
dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or
dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, if applicable. 2 No commas(,) or
dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due at the beginning of the 2 No commas(,) or
cycle date to be passed through to investors. dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
SCHED_END_PRIN_BAL The scheduled principal balance due to investors at the end of a 2 No commas(,) or
processing cycle. dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
SCHED_PRIN_AMT The scheduled principal amount as reported by the Servicer for the 2 No commas(,) or
current cycle -- only applicable for Scheduled/Scheduled Loans. dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
SCHED_NET_INT The scheduled gross interest amount less the service fee amount for 2 No commas(,) or
the current cycle as reported by the Servicer -- only applicable for dollar signs ($) 11
Scheduled/Scheduled Loans.
------------------------------------------------------------------------------------------------------------------------------------
ACTL_PRIN_AMT The actual principal amount collected by the Servicer for the current 2 No commas(,) or
reporting cycle -- only applicable for Actual/Actual Loans. dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
ACTL_NET_INT The actual gross interest amount less the service fee amount for the 2 No commas(,) or
current reporting cycle as reported by dollar signs ($) 11
the Servicer -- only applicable for
Actual/Actual Loans.
------------------------------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower prepays on his loan as 2 No commas(,) or
reported by the Servicer. dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan waived by the servicer. 2 No commas(,) or
dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
MOD_DATE The Effective Payment Date of the Modification for the loan. MM/DD/YYYY 10
------------------------------------------------------------------------------------------------------------------------------------
MOD_TYPE The Modification Type. Varchar - value
can be alpha or
numeric 30
------------------------------------------------------------------------------------------------------------------------------------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest advances made by 2 No commas(,) or
Servicer. dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
APPENDIX A
Purchase Agreement
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated June 30, 2004,
among DLJ Mortgage Capital, Inc., a Delaware corporation ("Assignor"),
Washington Mutual Mortgage Securities Corp., a Delaware corporation ("Seller"),
Bank of America, N.A., a national banking association ("Assignee"), and
Washington Mutual Bank, FA (the "Servicer").
For and in consideration of the purchase price as set forth in, and
calculated pursuant to, that certain Purchase Price and Terms Letter dated May
11, 2004 by and between Assignor and Assignee, which is hereby incorporated by
reference, and other valuable consideration the receipt and sufficiency of which
hereby are acknowledged, and of the mutual covenants herein contained, the
parties hereto hereby agree as follows:
1. The Assignor hereby grants, transfers and assigns to Assignee all of the
right, title and interest of Assignor, as purchaser thereof, in, to and under
(a) those certain Mortgage Loans listed on Exhibit A attached hereto (the
"Mortgage Loans"), (b) that certain Mortgage Loan Purchase Agreement, dated as
of June 1, 2004 by and between Assignor and Seller together with the Memorandum
of Sale (together, the "Purchase Agreement"), dated as of June 30, 2004 by and
between Assignor and Seller, with respect to the Mortgage Loans, (c) that
certain Servicing Agreement (the "Interim Servicing Agreement"), dated as of
June 1, 2004 by and between Assignor and Seller as it relates to the Mortgage
Loans, a copy of which is attached hereto, it being understood and agreed that
Exhibit A attached hereto shall constitute the Mortgage Loan Schedule for
purposes of the Interim Servicing Agreement and (d) that certain Custodial
Agreement (the "Custodial Agreement"), dated as of June 30, 2004 by and among
Seller, Assignor and U.S. Bank National Association (the "Custodian").
2. The Assignor warrants and represents to, and covenants with, Assignee
that:
i. (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.
ii. (b) The Assignor has not received notice of, and has no
knowledge of, any offsets, counterclaims or other defenses
available to the Seller with respect to the Purchase
Agreement or the Mortgage Loans.
iii. (c) The Assignor has not waived or agreed to any waiver
under, or agreed to any amendment or other modification of,
the Purchase Agreement, the Interim Servicing Agreement, the
Custodial Agreement or the Mortgage Loans, including without
limitation the transfer of the servicing obligations under
the Interim 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 or defaults
under, the Purchase Agreement, the Interim Servicing
Agreement, the Custodial Agreement or the Mortgage Loans.
iv. (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 by general solicitation by
means of general advertising or in any other manner, or
taken any other action that would constitute a distribution
of the Mortgage Loans under the Securities Act of 1933
("1933 Act") or that would render the disposition of the
Mortgage Loans a violation of Section 5 of the 1933 Act or
require registration pursuant thereto.
v. (e) If any Mortgagor is thirty (30) days or more delinquent
with respect to the first Monthly Payment due to the
Assignee under a Mortgage Loan, the Assignor shall, at the
Assignee's option, repurchase such Mortgage Loan from the
Assignee in accordance with Section 4.2 of the Purchase
Agreement as if the Assignor were the "Seller" thereunder;
provided, that the Assignee shall demand any such repurchase
within ninety (90) days of the Sale Date; provided further,
that the Assignor shall not be required to repurchase such
Mortgage Loan if it can demonstrate to the Assignee's
reasonable satisfaction within thirty (30) days of such
delinquency that the related Mortgagor timely made all
payments required of the Mortgagor but such payment was
otherwise misapplied.
3. Assignee warrants and represents to, and covenants with, the Assignor,
the Servicer and the Seller that:
vi. (a) The Assignee is a national banking association duly
organized, validly existing and in good standing under the
laws of the United States, and has all requisite corporate
power and authority to acquire, own and purchase the
Mortgage Loans.
2
vii. (b) The Assignee has full power and authority to execute,
deliver and perform under this Assignment, Assumption and
Recognition Agreement, and to consummate the transactions
set forth herein. The execution, delivery and performance of
the Assignee of this Assignment, Assumption and Recognition
Agreement, and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all
necessary action of the Assignee. This Assignment,
Assumption and Recognition Agreement has been duly executed
and delivered by the Assignee and constitutes the valid and
legally binding obligation of the Assignee enforceable
against the Assignee in accordance with its respective
terms.
viii. (c) To the best of Assignee's knowledge, no material
consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental
entity is required to be obtained or made by the Assignee in
connection with the execution, delivery or performance by
the Assignee of this Assignment, Assumption and Recognition
Agreement, or the consummation by it of the transactions
contemplated hereby.
ix. (d) The Assignee agrees to be bound, as Purchaser, by all of
the terms, covenants and conditions of the Purchase
Agreement, the Interim Servicing Agreement, the Custodial
Agreement and the Mortgage Loans, and from and after the
date hereof, the Assignee assumes for the benefit of each of
the Seller and the Assignor all of the Assignor's
obligations as Purchaser thereunder, with respect to the
Mortgage Loans.
x. (e) The Assignee understands that the Mortgage Loans have
not been registered under the 1933 Act or the securities
laws of any state.
xi. (f) The purchase price being paid by the Assignee for the
Mortgage Loans is in excess of $250,000 and will be paid by
cash remittance of the full purchase price within 60 days of
the sale.
xii. (g) The Assignee is acquiring the Mortgage Loans for
investment for its own account only and not for any other
person.
3
xiii. (h) The Assignee considers itself a substantial,
sophisticated institutional investor having such knowledge
and experience in financial and business matters that it is
capable of evaluating the merits and the risks of investment
in the Mortgage Loans.
xiv. (i) The Assignee has been furnished with all information
regarding the Mortgage Loans that it has requested from the
Assignor or the Seller.
xv. (j) Neither the Assignee 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 that would constitute a distribution
of the Mortgage Loans under the 1933 Act or that would
render the disposition of the Mortgage Loans a violation of
Section 5 of the 1933 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it
authorize any person to act, in such manner with respect to
the Mortgage Loans.
xvi. (k) Either: (I) the Assignee is not an employee benefit plan
("Plan") within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")
or a plan (also "Plan") within the meaning of section
4975(e)(1) of the Internal Revenue Code of 1986 ("Code"),
and the Assignee is not directly or indirectly purchasing
the Mortgage Loans on behalf of, investment manager of, as
named fiduciary of, as trustee of, or with assets of, a
Plan; or (II) the Assignee's purchase of the Mortgage Loans
will not result in a prohibited transaction under section
406 of ERISA or section 4975 of the Code.
4
4. The Seller warrants and represents to, and covenants with, Assignee
that:
xvii. (a) No offsets, counterclaims or other defenses are
available to the Seller with respect to the Purchase
Agreement or the Mortgage Loans.
xviii. (b) The Seller has not waived or agreed to any waiver
under, or agreed to any amendment or other modification of,
the Purchase Agreement, the Interim Servicing Agreement or
the Mortgage Loans, including without limitation the
transfer of the servicing obligations under the Interim
Servicing Agreement. The Seller 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 or defaults under, the Purchase Agreement,
the Interim Servicing Agreement, the Custodial Agreement or
the Mortgage Loans.
xix. (c) Neither the Seller 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 by general solicitation by
means of general advertising or in any other manner, or
taken any other action that would constitute a distribution
of the Mortgage Loans under the 1933 Act or that would
render the disposition of the Mortgage Loans a violation of
Section 5 of the 1933 Act or require registration pursuant
thereto.
5. The Seller and the Assignor represent and warrant to the Assignee that
(i) attached hereto as Exhibit B is a true, accurate and complete copy of the
Purchase Agreement, the Interim Servicing Agreement, the Custodial Agreement and
all amendments and modifications, if any, thereto, (ii) none of the Purchase
Agreement, the Interim Servicing Agreement, or the Custodial Agreement has been
amended or modified in any respect, except as set forth in this Agreement, and
(iii) no notice of termination has been given to the Seller under the Purchase
Agreement, the Interim Servicing Agreement or the Custodial Agreement.
6. From and after the date hereof, the Seller shall note the transfer of
the Mortgage Loans to the Assignee in its books and records, the Seller shall
recognize the Assignee as the owner of the Mortgage Loans and, from the date
hereof until October 1, 2004 (the "Servicing Transfer Date" and such period, the
"Interim Servicing Period"), the Seller shall service the Mortgage Loans for the
benefit of the Assignee pursuant to the Interim Servicing Agreement, the terms
5
of which are incorporated herein by reference. It is the intention of the
Assignor, the Seller and the Assignee that the Purchase Agreement, the Interim
Servicing Agreement and the Custodial Agreement shall be binding upon and inure
to the benefit of the Seller, where applicable, and the Assignee and their
respective successors and assigns.
7. Transfer of Servicing; Modification of Servicing Agreement.
(a) The Seller, the Servicer and the Assignee hereby agree that, pursuant
to 5.1(n)(ii) of the Interim Servicing Agreement, as of the Servicing Transfer
Date, the Interim Servicing Agreement, and all of the Seller's and the
Assignee's rights and obligations thereunder, shall terminate with respect to
the Mortgage Loans. On and after the Servicing Transfer Date, the Servicer shall
service the Mortgage Loans for the benefit of the Assignee, as owner of the
Mortgage Loans, and all subsequent transferees of the Mortgage Loans in
accordance with the terms of the Servicing Agreement (Amended and Restated) (the
"Servicing Agreement"), dated as of July 1, 2003, between the Servicer, Banc of
America Mortgage Capital Corporation and the Assignee, as such terms may be
supplemented or modified by this Assignment, Assumption and Recognition
Agreement.
B. (b) On or prior to the Servicing Transfer Date, the Seller
will take such steps as are provided for in the Servicer's Transfer
Instructions attached hereto as Exhibit C, or as may otherwise be
reasonably necessary or appropriate to effectuate and evidence the
transfer of the servicing of the Mortgage Loans to the Servicer and to
comply with all laws and regulations as they relate to such transfer.
In connection with the transfer of servicing of the Mortgage Loans,
the parties hereto agree that misapplied payments on the Mortgage
Loans shall be processed as follows: (i) all parties shall cooperate
in correcting misapplication errors; (ii) the party receiving notice
of a misapplied payment occurring prior to the Servicing Transfer Date
and discovered after the Servicing Transfer Date shall promptly notify
the other party; (iii) if a misapplied payment occurred prior to the
Servicing Transfer Date cannot be identified and said misapplied
payment has resulted in a shortage in a Custodial Account or Escrow
Account, the Seller shall be liable for the amount of such shortage;
the Seller shall reimburse the Assignee for the amount of such
shortage within thirty (30) days after the receipt of written demand
thereof from the Assignee; (iv) if a misapplied payment occurred prior
to the Servicing Transfer Date cannot be identified and said
misapplied payment has resulted in an overage in a Custodial Account
or Escrow Account, the Assignee shall reimburse the Seller for the
amount of such shortage within thirty (30) days after the receipt of
written demand thereof from the Seller; and (v) any wire transfer or
check issued under the provisions of this Section shall be accompanied
by a statement indicating the corresponding Seller and/or the Assignee
Mortgage Loan identification number and an explanation of the
allocation of any such payments.
C. Notwithstanding the servicing transfer contemplated hereunder,
the parties acknowledge that the Seller (and not the Servicer) shall,
and the Seller hereby agrees to, (i) remit, on October 20, 2004, the
funds that would be due to the Assignee under Section 2.19 of the
Interim Servicing Agreement, and (ii) provide the related servicing
6
reports contemplated under such Section, in the same manner as would
be required if the Interim Servicing Agreement governed the servicing
of the Mortgage Loans on such date. Thereafter, the Servicer shall be
responsible for the reporting and remittance obligations with respect
to the Mortgage Loans, as set forth in the Servicing Agreement.
(c) For purposes of the Mortgage Loans to be serviced under the Servicing
Agreement, the following terms shall have the following meanings when referenced
in such Servicing Agreement:
(i) ARM Loan: An Adjustable Rate Mortgage Loan (as defined in the Purchase
Agreement).
(ii) Closing Date: The same date as the Cut-off Date.
(iii) Collateral File: The related Mortgage File (as defined in the Purchase
Agreement).
(iv) Commitment Letter: The Purchase Price and Terms Letter, dated May 11, 2004 by
and between Assignor and Assignee.
(v) Credit Files: The files delivered by the Seller to the Servicer for the
purpose of servicing the Mortgage Loans.
(vi) Custodian: U.S. Bank National Association.
(vii) Cut-Off Date: October 1, 2004.
(viii) Xxxxxxx Mac: FHLMC (as defined in the Purchase Agreement).
(ix) Maturity Date: With respect to each Mortgage Loan, the date set forth as
the maturity date in the related Mortgage Note.
(x) Mortgage Loan Schedule: The Mortgage Loan Schedule attached hereto as Exhibit A.
(xi) Pass-Through Transfer: Either (i) the sale or transfer of some or all of the
Mortgage Loans by the Assignee to a trust to be formed as
part of a publicly issued or privately placed
mortgage-backed securities transaction or (ii) a Synthetic
Securitization in which some or all of the Mortgage Loans
are included as part of the reference portfolio relating to
such securitization.
7
(xii) Purchase Agreement: Mortgage Loan Purchase Agreement, dated as of June 1, 2004
by and between Assignor and Seller.
(xiii) Owner: Bank of America, N.A.
(xiv) Seller: Washington Mutual Mortgage Securities Corp.
(xv) Servicing Fee Rate: 0.25% per annum.
(xvi) Synthetic Securitization: A securitization pursuant to which the credit risk of an
asset (but not the asset itself) is transferred in
connection with a publicly issued or privately placed
synthetic mortgage-backed securities transaction.
(xvii) Term Sheet: This Assignment, Assumption and Recognition Agreement.
(xviii) Unpaid Principal With respect to each Mortgage Loan, as of any date of
Balance: determination, (i) the principal balance as of the Cut-off
Date, minus (ii) the principal portion of all payments made
by or on behalf of the Mortgagor after such Cut-off Date and
received by the Assignee.
(d) For purposes of Section 8.1 of the Servicing Agreement and the Mortgage
Loans, each reference to a "Whole Loan Transfer or Pass-Through Transfer
permitted under Article 6 of the Purchase Agreement" shall mean a Whole Loan
Transfer or Pass-Through Transfer for which: (i) the Owner provides the Servicer
with fifteen (15) calendar days' prior written notice of its intent to effect
such Whole Loan Transfer or Pass-Through Transfer; (ii) no more than four (4)
investors would own Mortgage Loans subject to such Whole Loan Transfer or
Pass-Through Transfer; (iii) no single third-party investor would own Mortgage
Loans subject to such Whole Loan Transfer or Pass-Through Transfer with an
aggregate Unpaid Principal Balance immediately after such Whole Loan Transfer or
Pass-Through Transfer of less than $5,000,000, (iv) the Owner provides the
Servicer with initial drafts of all documents for which the Servicer is
requested to become a party in connection with such Whole Loan Transfer or
Pass-Through Transfer at least ten (10) days prior to the related settlement
date (the "Subsequent Transfer Settlement Date"); (v) the Owner provides the
Servicer with a final list of the Mortgage Loans subject to such Whole Loan
Transfer or Pass-Through Transfer at least two (2) Business Days prior to the
related Subsequent Transfer Settlement Date, (vi) no Mortgage Loan is subject to
more than one Whole Loan Transfer in any given Due Period, unless both the Owner
8
and the initial transferee from the Owner each give appropriate notice pursuant
to this Section, or (vii) the related Subsequent Transfer Settlement Date does
not occur on or prior to October 30, 2004.
(e) If requested by the Assignee, the Servicer shall, at the Assignee's
sole expense and within sixty (60) days after the Servicer receives such
request, create an imaged copy on CD ROM or a xeroxed copy of the documents
contained in the Credit File (as defined in Section 7(c)(v) hereof) of any
Mortgage Loan and deliver, or cause to be delivered, each such imaged or xeroxed
copy to the Custodian or the Assignee. If the Servicer fails to furnish copies
within the time period specified in this Section 7(e) after the Assignee has
requested copies from the Credit File of a given Mortgage Loan, and if the
Mortgaged Property secured by such Mortgage Loan subsequently becomes REO
Property, the Servicer shall indemnify the Assignee for losses incurred with
respect to such Mortgage Loan.
II. 8. Except as expressly amended and modified by this Assignment,
Assumption and Recognition Agreement, the Interim Servicing Agreement and
the Servicing Agreement shall continue to be, and shall remain, in full
force and effect in accordance with their respective terms.
A. 9. THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
B. 10. This Assignment, Assumption and Recognition 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.
[SIGNATURE PAGE FOLLOWS]
9
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 written above.
Assignor Assignee
DLJ MORTGAGE CAPITAL, INC. BANK OF AMERICA, N.A.
By: _______________________________ By: _______________________________
Name: _______________________________ Name: Xxxxx X. Good
Its: _______________________________ Its: Vice President
Seller Servicer
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP. WASHINGTON MUTUAL BANK, FA
By: _______________________________ By: _______________________________
Name: _______________________________ Name: _______________________________
Its: _______________________________ Its: _______________________________
[Signature page to AAR among DLJ, WMMSC, BANA and WAMU]
ACKNOWLEDGED AND AGREED, for purposes of Section 7 only, as of the date first
written above:
Custodian
U.S. BANK NATIONAL ASSOCIATION
By: _______________________________
Name: _______________________________
Its: _______________________________
The undersigned party hereby consents pursuant to Section
9.2 of the Servicing Agreement to the written amendments of
the Servicing Agreement set forth above with respect to the
Mortgage Loans.
BANC OF AMERICA MORTGAGE CAPITAL CORPORATION
By: ________________________________
Name: Xxxxx X. Good
Title: Vice President
[Acknowledgment page to AAR among DLJ, WMMSC, BANA and WAMU]
EXHIBIT A
MORTGAGE LOAN SCHEDULE
EXHIBIT A - Page 1
EXHIBIT B
EXECUTION COPIES OF THE MORTGAGE LOAN PURCHASE AGREEMENT,
THE INTERIM SERVICING AGREEMENT, THE CUSTODIAL AGREEMENT, AND
THE MEMORANDUM OF SALE
EXHIBIT B - Page 1
EXHIBIT C
SERVICING TRANSFER INSTRUCTIONS
APPENDIX B
Servicing Agreement
[Included as Exhibits 10.5(A) and (B) to the Current Report on Form 8-K
pursuant to which this Assignment, Assumption and
Recognition Agreement is filed.]
EXHIBIT B - Page 2
