MASTER ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
JULY 1, 2004
MASTER ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT dated July 1, 2004
(this "Master AAR Agreement"), among Banc of America Mortgage Capital
Corporation (the "Assignor"), Bank of America, N.A. (the "Assignee"), National
City Mortgage Co. (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 the Assignor, as Purchaser, in, to and under
that certain (i) the Master Seller's Warranties and Servicing Agreement (the
"Flow Agreement"), dated as of September 1, 2003, as amended by Amendment No. 1,
dated as of July 1, 2004, among the Company, the Assignor and the Assignee and
(ii) the Custodial Agreement (the "Custodial Agreement" and together with the
Flow Agreement, the "Agreements"), dated as of September 1, 2003, 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. 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 and the Custodian hereby
acknowledges such assignment and assumption and hereby agrees to the release of
the Assignor from any obligations or duties under the Custodial Agreement from
and after the date hereof. Notwithstanding the foregoing, it is understood that
the Company and the Custodian are 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 Flow Agreement or the Custodial Agreement, respectively, 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 under the Agreements;
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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 Flow Agreement.
The Company, the Assignee and the Assignor hereby agree that the
Flow Agreement is amended to assign, transfer and set over all of the Assignor's
right, title and interest to and under the Flow Agreement to the Assignee and to
remove the Assignor as a party thereto and furthermore, that the Flow 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."
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 Purchase 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.
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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.
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 Flow Agreement.
[SIGNATURES COMMENCE 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
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Name: Xxxxx X. Good Name: Xxxxx X. Good
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Its: Vice President Its: Vice President
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NATIONAL CITY MORTGAGE CO. WACHOVIA BANK, NATIONAL
ASSOCIATION
Company Custodian
By: /s/ Xxxx Xxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxx Xxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx
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Its: Vice President Its: Trust Officer
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