Exhibit 10.3(C) MASTER ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

                                                                 Exhibit 10.3(C)



             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 Co