MASTER ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

                                                                 Exhibit 10.3(B)

             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 ("Assignor"), Bank of America, N.A. ("Assignee"),Washington Mutual

Bank, FA (a "Seller" and the "Servicer"), Washington Mutual Bank fsb (a "Seller"

and the "Custodian") and Washington Mutual Bank (a "Seller"). The term "Sellers"

shall mean each Washington Mutual party named as a Seller in this paragraph, and

the term "Seller" shall mean each and any of such parties, in each case

severally and not jointly.

     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) Mortgage Loan Purchase and Sale Agreement (Amended and Restated)

(the "Purchase Agreement"), dated as of July 1, 2003, among the Sellers, the

Assignor and the Assignee, which Purchase Agreement amended and restated an

agreement dated as of January 1, 2002, (ii) the Servicing Agreement (Amended and

Restated) (the "Servicing Agreement"), dated as of July 1, 2003, among the

Servicer, the Assignor and the Assignee, which Servicing Agreement amended and

restated an agreement dated as of January 1, 2002, and (iii) the Custodial

Agreement (the "Custodial Agreement" and together with the Purchase Agreement

and the Servicing Agreement, the "Agreements"), dated as of January 1, 2002,

among the Assignor, the Servicer 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 Sellers hereby acknowledge such assignment

and assumption and hereby agree 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 Sellers are not

released from liability to the Assignor for any breaches of any representations,

warranties or covenants made by the Sellers in the Agreements 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 and the Sellers 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 each

Seller and the Assignor 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:

                                       1

          Bank of America, N.A.

          c/o Bank of America Mortgage

          Master Servicing Department

          200 North College Street

          Charlotte, North Carolina 28255

          Attention: Marie E. Warren

          Telephone: (704) 386-8564

          Email: marie.e.warren@bankofamerica.com

          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#: 053000196

          A/C#: 000686769309

          A/C Name: LSBO BANA Account

          Taxpayer ID#: 94-1687665

     3.   Amendment of the Purchase Agreement.

          a. The Sellers, the Assignee and the Assignor hereby agree that the

Purchase Agreement is amended to assign, transfer and set over all of the

Assignor's right, title and interest to and under the Purchase Agreement to the

Assignee and to remove the Assignor as a party thereto and furthermore, that the

Purchase Agreement is amended by deleting in its entirety any occurrence of the

language "Banc of America Mortgage Capital Corporation" and replacing it with

"Bank of America, N.A."

          b. The Sellers, the Assignee and the Assignor hereby agree that

Article 1 of the Purchase Agreement is amended by inserting the following

definition: "Anti-Money Laundering Laws: All applicable anti-money laundering

laws and regulations, including without limitation the USA Patriot Act of 2001."

      &nbs