MASTER ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

             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 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 or owner thereunder;

            b.    The Assignee's address for purposes of all notices and

correspondence pursuant to the Agreements is:

            Bank of America, N.A.

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