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Exhibit 10.2(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 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 Assign
