AMENDMENT NO. 1 TO FLOW SALE AND SERVICING AGREEMENT
AMENDMENT
NO. 1 TO
This
AMENDMENT NO. 1 TO FLOW SALE AND SERVICING AGREEMENT (“Amendment No. 1”) dated
as of June 1, 2004, by and between Banc
of
America Mortgage Capital Corporation, a North Carolina corporation (the
“Purchaser”) and SunTrust Mortgage, Inc. (the “Company”).
WHEREAS,
the Purchaser and the Company have entered into a Flow Sale and Servicing
Agreement (the “Sale and Servicing Agreement”), dated as of February 1, 2004,
which prescribes the manner of purchase, conveyance, servicing and control
of
certain Mortgage Loans purchased by the Purchaser from the Company from time
to
time;
WHEREAS,
the Purchaser and the Company wish to amend provisions of the Sale and Servicing
Agreement as provided herein; and
WHEREAS,
capitalized terms not otherwise defined herein shall have the meanings set
forth
in the Sale and Servicing Agreement.
NOW
THEREFORE, in consideration of the mutual premises set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the Purchaser and the Company agree as
follows:
1. Section
3.05 of the Sale and Servicing Agreement is deleted in its entirety and replaced
with the following:
“Purchase
Price Protection.
With
respect to any mortgage loan that prepays in full within sixty (60) days of
purchase by the Purchaser, the Company shall reimburse the Purchaser within
thirty (30) days following the prepayment in full of such Mortgage Loan, the
amount (if any) by which the portion of the Purchase Price paid by the Purchaser
to the Company for such Mortgage Loan exceeded 100% of the outstanding scheduled
principal balance of the Mortgage Loan as of the related Cut-off Date, provided
that the Purchaser shall provide to the Company a statement of the amount to
be
reimbursed hereunder no later than thirty (30) days after the Company provides
written notice of such prepayment to the Purchaser.”
2. Except
as
modified by this Amendment No. 1, all terms, conditions, representations and
warranties of the Sale and Servicing Agreement and any previously executed
Amendments or related agreements shall remain in full force and effect. If
any
term or condition of this Amendment No. 1 is in conflict with any term or
condition of the Sale and Servicing Agreement, the terms of this Amendment
No. 1
shall control.
3. Upon
execution of this Amendment No. 1, the Sale and Servicing Agreement as it
relates to Mortgage Loans sold pursuant to Memoranda of Sale executed on or
after the date hereof will be read to contain the above amendment, and any
future reference to the Sale and Servicing Agreement will mean the Sale and
Servicing Agreement as so modified.
4. This
Amendment No. 1 may be executed simultaneously in any number of counterparts.
Each counterpart shall be deemed to be an original, and all such counterparts
shall constitute one and the same instrument.
5. This
Amendment
shall be
construed in accordance with the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder shall be determined
in
accordance with such laws.
6. This
Amendment shall inure to the benefit of and be binding upon the Purchaser and
the Servicer under the Sale and Servicing Agreement, and their respective
successors and permitted assigns.
[SIGNATURES
FOLLOW]
IN
WITNESS WHEREOF, the Company and the Purchaser have caused their names to be
signed to the Amendment No. 1 by their respective officers, duly authorized
as
of the day and year first above written.
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BANC OF AMERICA MORTGAGE
CAPITAL CORPORATION
Purchaser
|
SUNTRUST MORTGAGE, INC.
Company
|
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| /s/ ▇▇▇▇▇ ▇. Good | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
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| Name:
▇▇▇▇▇ ▇.
Good Title: Vice President |
Name:
▇▇▇▇ ▇.
▇▇▇▇▇▇ Title: Assistant Vice President |