SECURITIES AND EXCHANGE COMMISSION FORM 8-K Current report filing Filing Date: 1998-10-19 | Period of Report: 1998-10-16 SEC Accession No. 0001047469-98-037545 (HTML Version on secdatabase.com) FILER BANK OF AMERICA FSB/CA Mailing Address Business Address 555 CALIFORNIA STREET 555 CALIFORNIA ST CIK:1011747| IRS No.: 910221850 | Fiscal Year End: 1231 SAN FRANCISCO CA 94101 SAN FRANCISCO CA 94104 Type: 8-K | Act: 34 | File No.: 333-03200-01 | Film No.: 98727254 4156222220 SIC: 6189 Asset-backed securities Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event report): October 16, 1998 BANK OF AMERICA, FSB ------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANTS AS SPECIFIED IN CHARTER) United States ------------------------------------------------------------------------------- (STATE OF OTHER JURISDICTION OF INCORPORATION) 333- ------------------------------------------------------------------------------- (COMMISSION FILE NUMBER) 91-0221850 ------------------------------------------------------------------------------- (I.R.S. EMPLOYER IDENTIFICATION NUMBERS) 555 California Street San Francisco, CA 94104 (415) 622-2220 ------------------------------------------------------------------------------- (ADDRESS AND TELEPHONE NUMBER OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES) Item 1. CHANGES IN CONTROL OF REGISTRANT. Not applicable. Item 2. ACQUISITION OR DISPOSITION OF ASSETS. Not applicable. Item 3. BANKRUPTCY OR RECEIVERSHIP. Not applicable. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Not applicable. Item 5. OTHER EVENTS FILING OF ASSIGNMENT AND ASSUMPTION AGREEMENT.* Pursuant to an Assignment and Assumption Agreement, dated as of September 30, 1998, between Bank of America, FSB, acting through its division, BankAmerica Housing Services, as Assignor and GreenPoint Credit Corp. as Assignee (the "Assignment Agreement"), Bank of America, FSB has assigned all of its liabilities, rights, duties and obligations as Servicer under the Pooling and Servicing Agreements listed on Schedule II of the Assignment Agreement, which is attached hereto as Exhibit 10, to GreenPoint Credit Corp. ______________ * Capitalized terms used herein without definition shall have the meanings assigned to them in the Assignment Agreement. Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. Not applicable. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Not applicable. (b) Not applicable. (c) Exhibit Numbers: The following are filed herewith. The exhibit numbers correspond with Item 601(b) of Regulation S-K. 10. Assignment and Assumption Agreement, dated as of September 30, 1998, between Bank of America, FSB, acting through its division, BankAmerica Housing Services, as Assignor and GreenPoint Credit Corp. as Assignee. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BANK OF AMERICA, FSB Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document By: /s/ Deborah L. Wapensky -------------------------------- Name: Deborah L. Wapensky Title: Vice President Dated: October 16, 1998. San Francisco, California EXHIBIT INDEX <TABLE> <CAPTION> Exhibit Numbers --------------- <S> <C> 10. Assignment and Assumption Agreement, dated as of September 30, 1998, between Bank of America, FSB, acting through its division, BankAmerica Housing Services, as Assignor and GreenPoint Credit Corp. as Assignee. </TABLE> Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document BANK OF AMERICA, FSB, as Assignor, and GREENPOINT CREDIT CORP., as Assignee, ASSIGNMENT AND ASSUMPTION AGREEMENT Dated as of September 30, 1998 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this "Agreement") is executed as of September 30, 1998, by and between BANK OF AMERICA FSB, acting through its division, BANKAMERICA HOUSING SERVICES, ("Assignor") and GREENPOINT CREDIT CORP., a Delaware corporation ("Assignee"). WHEREAS, Assignor is a party to those certain Pooling and Servicing Agreements, Subservicing Agreements and Administrative Agency Agreements indicated on Schedule II attached hereto (the "Servicer Agreements"), pursuant to which the Assignor, in its capacity as servicer, subservicer or administrative agent (in such capacity, the "Servicer") under such Servicer Agreements, has agreed to service certain manufactured housing installment loan contracts as specified therein. WHEREAS, BankAmerica Corporation, a Delaware corporation and GreenPoint Bank, a New York chartered savings bank ("GreenPoint"), are parties to that certain Stock Purchase Agreement dated as of April 11, 1998 (as amended, restated or modified from time to time, the "Stock Purchase Agreement"), pursuant to which GreenPoint will acquire all assets and liabilities (including, in accordance with the terms hereof, Assignor's rights and obligations as Servicer under the Servicer Agreements) relating to the manufactured housing lending business of BankAmerica Housing Services, other than certain excluded assets and certain excluded liabilities, pursuant to a stock transfer or similar transaction. The Assignee is an operating subsidiary of GreenPoint. WHEREAS, in connection with the transactions contemplated by the Stock Purchase Agreement, Assignor seeks to assign and transfer all of its rights and obligations as Servicer under the Servicer Agreements to Assignee and Assignee seeks to succeed to all of such rights and assume all of such obligations on the terms and conditions hereinafter set forth. WHEREAS, in order to effectuate the assignment and assumption contemplated hereunder, the consent of the parties listed on Schedule I attached hereto (the "Consenting Parties") is required, and the Consenting Parties are willing to consent on the terms and conditions hereinafter set forth. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Assignor hereby assigns and transfers to Assignee, and Assignee hereby accepts and assumes, all of Assignor's rights, duties, commitments and obligations as Servicer under the Servicer Agreements, including, but not limited to, any of Assignor's rights, duties, commitments and obligations with respect to administration and compliance of the trust fund or funds created thereunder in accordance with the "real estate mortgage investment conduit" rules and regulations of the Internal Revenue Code of 1986, as amended. 2. The Consenting Parties hereby approve of, and consent to, the assignment and assumption set forth in paragraph 1 hereof. The Consenting Parties hereby release Assignor from any and all obligations and liabilities in its capacity as Servicer under or in connection with the Servicer Agreements that arise on or after the Effective Date of this Agreement. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3. All claims against and liabilities of the Servicer under the Servicer Agreements incurred on or before the Effective Date shall be the responsibility of Assignor and all claims against and liabilities of the Servicer under the Servicer Agreements incurred after the Effective Date shall be the responsibility of Assignee. 4. This Agreement shall be effective on the later of (i) the date upon which the opinion substantially in the form of Exhibit A attached hereto has been delivered and all of the Consenting Parties have consented to this Agreement or (ii) the date of the closing of the transactions contemplated by the Stock Purchase Agreement, which is currently expected to be September 30, 1998 (the "Effective Date"). 5. The Assignee agrees that all fees and reimbursements due and owing to the Servicer under the Servicer Agreements (including, but not limited to, reimbursement of any advances made by the Servicer pursuant to the terms of the Servicer Agreements and the right to any servicing fee) prior to the Effective Date but remaining outstanding after the Effective Date shall be paid or reimbursed to the Assignor in accordance with the terms of the Servicer Agreements. 6. The Assignee agrees that it will endeavor to ensure that the ratings on any security (including any asset-backed security) issued pursuant to or in connection with the Servicer Agreements where the Assignor or any of its affiliates originated the related contracts will not be downgraded as a result of or in connection with the Assignee's servicing activities. Notwithstanding the foregoing, the Assignee shall not be required to obtain any credit enhancement to prevent such downgrade if such credit enhancement is unrelated to the Assignee's servicing activities. 7. The parties hereto agree that nothing herein shall be deemed to be an assignment of the Assignor's rights and obligations as a Contract Seller (as such term is defined in the Servicer Agreements) under the Servicer Agreements or the Assignor's rights as a certificateholder