AMENDMENT NO. 2 TO THE FLOW SALE AND SERVICING AGREEMENT
AMENDMENT
NO. 2
This
Amendment No. 2 (this “Amendment
No. 2”),
dated
as of November 1, 2004, by and between Bank of America, N.A., a national banking
association (the “Purchaser”)
and
SunTrust Mortgage, Inc. (the “Company”),
amends the Flow Sale and Servicing Agreement (the “Flow
Sale and Servicing Agreement”),
dated
February 1, 2004, by and between Banc of America Mortgage Capital Corporation
(the “Initial
Purchaser”)
and
the Company, as amended by Amendment No. 1 (“Amendment
No. 1”),
dated
as of June 1, 2004, by and among the Company and the Initial Purchaser, and
as
further amended by the Master Assignment, Assumption and Recognition Agreement
(the “MAAR”
and
collectively with the Flow Sale and Servicing Agreement and Amendment No. 1,
the
“Agreement”),
dated
as of September 1, 2004, by and among the Initial Purchaser, the Purchaser,
the
Company and Wachovia Bank, National Association.
WITNESSETH
WHEREAS,
pursuant to the Agreement, the Company has agreed to sell from time to time
to
the Purchaser first lien jumbo and conforming fixed rate mortgage loans;
and
WHEREAS,
the Company and the Purchaser have agreed, subject to the terms and conditions
of this Amendment No. 2, that the Agreement be further amended to reflect
certain agreed upon revisions to the terms thereof.
NOW,
THEREFORE, in consideration of the mutual promises and mutual obligations set
forth herein and other good and valuable consideration, the Company and the
Purchaser agree as follows:
1. Section
3.02(tt) of the Agreement is hereby amended by:
a. inserting
the language “or (c) a ‘High Cost Loan’ or ‘Covered Loan’ as defined in the
S&P LEVELS®
Glossary
Version 5.6” immediately following “applicable local law.”
2. Section
3.02 of the Agreement is hereby amended by inserting the following as the new
subsection (iii) therein:
“(iii) No
Arbitration.
No
Mortgagor agreed to submit to arbitration to resolve any dispute arising out
of
or relating in any way to the related Mortgage Loan or the origination
thereof.”
Upon
execution of this Amendment No. 2, the Agreement as it relates to Mortgage
Loans
sold to the Purchaser by the Company 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 Agreement will mean the Agreement as so modified as of the date hereof
and
thereafter. The parties hereto acknowledge that the Agreement has not been
modified or amended, except as otherwise expressly described or provided
herein.
This
Amendment No. 2 shall be construed in accordance with the laws of the State
of
New York, and the obligation, rights and remedies of the parties hereunder
shall
be determined in accordance with such laws.
This
Amendment No. 2 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.
Any
capitalized terms not otherwise defined herein will have the meanings assigned
to them in the Agreement.
[SIGNATURE
ON THE FOLLOWING PAGE]
IN
WITNESS HEREOF,
the
parties have caused their names to be signed to this Amendment No. 2 by their
respective duly authorized officers as of the date first written
above.
|
BANK
OF
AMERICA, N.A.
Purchaser
|
SUNTRUST
MORTGAGE, INC.
Company
|
||
| By: /s/ Xxxxx X. Good | By: /s/ Xxx X. Xxxxxxx | ||
|
|
|
||
| Name:
Xxxxx X.
Good Title: Vice President |
Name:
Xxx X.
Xxxxxxx Title: Vice President |
