Exhibit 10.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of July 11, 2007 between Residential Funding Company, LLC,
a Delaware limited liability company ("RFC") and Residential Asset Mortgage Products, Inc., a Delaware
corporation (the "Company").
Recitals
A. RFC has entered into seller contracts ("Seller Contracts") with the seller/servicers.
B. The Company wishes to purchase from RFC certain Mortgage Loans (as hereinafter defined)
originated pursuant to the Seller Contracts other than the Arrearages (as defined in the Pooling and Servicing
Agreement) with respect thereto.
C. The Company, RFC, as master servicer, and LaSalle Bank National Association, as trustee (the
"Trustee"), are entering into a Pooling and Servicing Agreement dated as of June 1, 2007 (the "Pooling and
Servicing Agreement"), pursuant to which the Trust proposes to issue Mortgage Asset-Backed Pass-Through
Certificates, RAAC Series 2007-SP2 (the "Certificates") consisting of classes of senior certificates designated
as Class A-1, Class A-2 and Class A-3 (collectively, the "Senior Certificates") and subordinate certificates
designated as Class X-0, Xxxxx X-0, Class M-3 and Class M-4 Certificates (collectively, the "Class M
Certificates"), Class R-I Certificates, Class R-II Certificates and Class SB Certificates representing beneficial
ownership interests in a trust fund consisting primarily of a pool of mortgage loans identified in Exhibit G to
the Pooling and Servicing Agreement (the "Mortgage Loans").
D. In connection with the purchase of the Mortgage Loans, the Company will assign to or at the
direction of RFC the Class R-I, Class R-II and Class SB Certificates (collectively, the "Retained Certificates").
E. In connection with the purchase of the Mortgage Loans and the issuance of the Certificates, RFC
wishes to make certain representations and warranties to the Company and to assign certain of its rights under
the Seller Contracts to the Company, and the Company wishes to assume certain of RFC's obligations under the
Seller Contracts.
F. The Company and RFC intend that the conveyance by RFC to the Company of all its right, title
and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale and not
a loan.
NOW THEREFORE, in consideration of the recitals and the mutual promises herein and other good and
valuable consideration, the parties agree as follows:
1. All capitalized terms used but not defined herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.
2. Concurrently with the execution and delivery hereof, RFC hereby assigns to the Company without recourse
all of its right, title and interest in and to the Mortgage Loans, including all interest and principal, and with
respect to any Sharia Mortgage Loans, all amounts in respect of profit payments and acquisition payments,
received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and
interest, and with respect to any Sharia Mortgage Loans, all amounts in respect of profit payments and
acquisition payments, due on the Mortgage Loans in June 2007). In consideration of such assignment, RFC will
receive from the Company, in immediately available funds, an amount equal to $259,102,548.56 and the Retained
Certificates. In connection with such assignment and at the Company's direction, RFC has in respect of each
Mortgage Loan endorsed the related Mortgage Note (other than any Destroyed Mortgage Note) to the order of the
Trustee and delivered an assignment of mortgage in recordable form to the Trustee or its agent. A Destroyed
Mortgage Note means a Mortgage Note the original of which was permanently lost or destroyed.
The Company and RFC intend that the conveyance by RFC to the Company of all its right, title and
interest in and to the Mortgage Loans pursuant to this Section 2 shall be, and be construed as, a sale of the
Mortgage Loans by RFC to the Company. It is, further, not intended that such conveyance be deemed to be a pledge
of the Mortgage Loans by RFC to the Company to secure a debt or other obligation of RFC. However, in the event
that the Mortgage Loans are held to be property of RFC, or if for any reason this Agreement is held or deemed to
create a security interest in the Mortgage Loans then it is intended that (a) this Agreement shall also be deemed
to be a security agreement within the meaning of Articles 8 and 9 of the Minnesota Uniform Commercial Code and
the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in this Section
shall be deemed to be a grant by RFC to the Company of a security interest in all of RFC's right (including the
power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the
Mortgage Loans, including (i) with respect to each Cooperative Loan, the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease, any insurance
policies and all other documents in the related Mortgage File and (ii) with respect to any Sharia Mortgage Loan,
the related Sharia Mortgage Loan Security Instrument, Sharia Mortgage Loan Co-Ownership Agreement, Obligation to
Pay, Assignment Agreement and Amendment of Security Instrument, any insurance policies and all other documents in
the related Mortgage File and (iii) with respect to each Mortgage Loan other than a Cooperative Loan or Sharia
Mortgage Loan, the related Mortgage Note, the Mortgage, any related insurance policies and all other documents in
the related Mortgage File, (B) all amounts payable pursuant to the Mortgage Loans in accordance with the terms
thereof and (C) any and all general intangibles, payment intangibles, accounts, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and
investment property and other property of whatever kind or description now existing or hereafter acquired
consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other property, including, without
limitation, all amounts from time to time held or invested in the Certificate Account or the Custodial Account,
whether in the form of cash, instruments, securities or other property; (c) the possession by the Trustee, the
Custodian or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured
party", or possession by a purchaser or a person designated by him, for purposes of perfecting the security
interest pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction (including, without limitation, Section 9-305, 8-313 or 8-321 thereof); and (d)
notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons
holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such
security interest under applicable law. RFC shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans and the other property described above, such security interest would be deemed to
be a perfected security interest of first priority under applicable law and will be maintained as such throughout
the term of this Agreement. Without limiting the generality of the foregoing, RFC shall prepare and deliver to
the Company no less than 15 days prior to any filing date, and the Company shall file, or shall cause to be
filed, at the expense of RFC, all filings necessary to maintain the effectiveness of any original filings
necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Company's security
interest in or lien on the Mortgage Loans including without limitation (x) continuation statements, and (y) such
other statements as may be occasioned by (1) any change of name of RFC or the Company, (2) any change of location
of the state of formation, place of business or the chief executive office of RFC or (3) any transfer of any
interest of RFC in any Mortgage Loan.
3. Concurrently with the execution and delivery hereof, the Company hereby assigns to or at the direction
of RFC without recourse all of its right, title and interest in and to the Retained Certificates as part of the
consideration payable to RFC by the Company pursuant to this Agreement.
4. RFC represents and warrants to the Company, with respect to each Mortgage Loan that on the date of
execution hereof (or, if otherwise specified below, as of the date so specified):
(a) The information set forth in the Mortgage Loan Schedule for such Mortgage Loan is true and correct in
all material respects as of the date or dates respecting which such information is furnished;
(b) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury
Regulations Section 1.860G-2(a)(1);
(c) Immediately prior to the conveyance of each Mortgage Loan to the Trustee, RFC had good title to, and was
the sole owner of, such Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest (other than rights to servicing and related compensation) and such conveyance
validly transfers ownership of such Mortgage Loan to the Trustee free and clear of any pledge,
lien, encumbrance or security interest;
(d) Each Mortgage Note constitutes a legal, valid and binding obligation of the Mortgagor, or the consumer
in the case of any Sharia Mortgage Loans, enforceable in accordance with its terms except as
limited by bankruptcy, insolvency or other similar laws affecting generally the enforcement of
creditors' rights;
(e) To the best of RFC's knowledge as of the Cut-off Date, and except as noted in (h) below, there is no
default, breach, violation or event of acceleration existing under the terms of any Mortgage
Note or Mortgage and no event which, with notice and expiration of any grace or cure period,
would constitute a default, breach, violation or event of acceleration under the terms of any
Mortgage Note or Mortgage, and no such default, breach, violation or event of acceleration has
been waived by RFC or by any other entity involved in servicing a Mortgage Loan;
(f) Approximately 5.7% of the Mortgage Loans with a Loan-to-Value Ratio, or combined Loan-to-Value Ratio in
the case of Mortgage Loans Secured by second liens, at origination in excess of 80% will be
insured by a Primary Insurance Policy, and approximately 94.3% of the Mortgage Loans with a
Loan-to-Value Ratio, or combined Loan-to-Value Ratio in the case of Mortgage Loans Secured by
second liens, at origination in excess of 80% will not be insured by a Primary Insurance
Policy. The amount of this insurance covers the amount of such Mortgage Loan in excess of 75%
or, with respect to approximately 0.1% of the mortgage loans, some other percentage, of the
value of the related Mortgaged Property used in determining the Loan-to-Value Ratio, or
combined Loan-to-Value Ratio in the case of Mortgage Loans Secured by second liens.
(g) As of the Cut-Off Date, none of the Mortgage Loans are 30 to 59 days Delinquent in payment of principal
and interest and none of the Mortgage Loans have been 30 to 59 days delinquent in the payment
of principal and interest within the last twelve months. As of the Cut-Off Date, none of the
Mortgage Loans are currently 60 or more days delinquent in the payment of principal and
interest and none of the Mortgage Loans have been 60 or more days delinquent in the payment of
principal and interest within the last twelve months;
(h) None of the Mortgage Loans is a Buy-Down Mortgage Loan;
(i) To the best of RFC's knowledge, there is no delinquent tax or assessment lien against any related
Mortgaged Property;
(j) No Mortgagor has any valid right of offset, defense or counterclaim as to the related Mortgage Note or
Mortgage, except as may be provided under the Servicemembers Civil Relief Act of 1940, as
amended;
(k) No Mortgage Loan provides for payments that are subject to reduction by withholding taxes levied by any
foreign (non-United States) sovereign government;
(l) The proceeds of each Mortgage Loan have been fully disbursed and (2) to the best of RFC's knowledge,
there is no requirement for future advances thereunder and any and all requirements as to
completion of any on-site or off-site improvements and as to disbursements of any escrow funds
therefor (including any escrow funds held to make Monthly Payments pending completion of such
improvements) have been complied with. All costs, fees and expenses incurred in making, closing
or recording the Mortgage Loans were paid;
(m) To the best of RFC's knowledge, with respect to each Mortgage Loan, there are no mechanics' liens or
claims for work, labor or material affecting any Mortgaged Property which are or may be a lien
prior to, or equal with, the lien of the related Mortgage, except such liens that are insured
or indemnified against by a title insurance policy;
(n) With respect to each Mortgage Loan, a policy of title insurance was effective as of the closing of such
Mortgage Loan, is valid and binding, and remains in full force and effect, unless the related
Mortgaged Property is located in the State of Iowa and an attorney's certificate with respect
to such Mortgaged Property has been provided;
(o) Each Mortgaged Property is free of damage and in good repair and no notice of condemnation has been
given with respect thereto. RFC knows of nothing involving any Mortgaged Property that could
reasonably be expected to materially adversely affect the value or marketability of any
Mortgaged Property;
(p) Each Mortgage contains customary and enforceable provisions which render the rights and remedies of the
holder adequate to realize the benefits of the security against the Mortgaged Property,
including (i) in the case of a Mortgage that is a deed of trust, by trustee's sale or (ii) by
judicial foreclosure or, if applicable, non-judicial foreclosure, and to the best of RFC's
knowledge, there is no homestead or other exemption available to the Mortgagor that would
interfere with such right to sell at a trustee's sale or right to foreclosure, subject in each
case to applicable federal and state laws and judicial precedents with respect to bankruptcy
and right of redemption;
(q) To the best of RFC's knowledge, with respect to each Mortgage that is a deed of trust, a trustee duly
qualified under applicable law to serve as such is properly named, designated and serving, and
except in connection with a trustee's sale after default by a Mortgagor, no fees or expenses
are payable by the seller or RFC to the trustee under any Mortgage that is a deed of trust;
(r) If the improvements securing a Mortgage Loan are located in a federal designated special flood hazard
area, flood insurance in the amount required under the Program Guide covers such Mortgaged
Property (either by coverage under the federal flood insurance program or by coverage from
private insurers);
(s) To the extent an appraisal was made on a Mortgage Loan, the appraisal was made by an appraiser who meets
the minimum qualifications for appraisers as specified in the Program Guide;
(t) Each Mortgage Loan is covered by a standard hazard insurance policy;
(u) [RESERVED];
(v) To the best of RFC's knowledge, any escrow arrangements established with respect to any Mortgage Loan
are in compliance with all applicable local, state and federal laws and are in compliance with
the terms of the related Mortgage Note;
(w) None of the Mortgage Loans are mortgage loans that under applicable state or local law in effect at the
time of origination of such loan are referred to as a "high-cost" or "covered" loan or any
other similar designation if the law imposes greater restrictions or additional legal liability
for residential mortgage loans with high interest rates, points and/or fees, except for
approximately 0.3% of the Mortgage Loans that are not subject to assignee liability;
(x) Approximately 0.1% of the Mortgage Loans are subject to the Home Ownership and Equity Act of 1994,
referred to as the Homeownership Act.
(y) None of the proceeds of any Mortgage Loan were used to finance the purchase of single premium credit
insurance policies;
(z) No Mortgage Loan has a prepayment penalty term that extends beyond five years after the date of
origination;
(aa) Each Mortgage Loan at the time it was made complied in all material respects with applicable local,
state, and federal laws, including, but not limited to, all applicable anti-predatory lending
laws; including the Homeownership Act.
(bb) Except for approximately 0.3% of the Mortgage Loans, no Mortgage Loan is a High Cost Loan or Covered
Loan, as applicable (as such terms are defined in Appendix E of the Standard & Poor's Glossary
For File Format For LEVELS(R)Version 6.0 Revised (attached hereto as Exhibit 1)); provided that
no representation and warranty is made in this clause (y) with respect to any Mortgage Loan
secured by property located in the located in the State of West Virginia, and provided further
that no Qualified Substitute Mortgage Loan shall be a High Cost Loan or Covered Loan (as such
terms are defined in Appendix E of the Standard & Poor's Glossary for File Format For LEVELS(R)
in effect on the date of substitution), unless the Company shall have received from S&P written
confirmation that the inclusion of any such Mortgage Loan will not adversely affect the then
current ratings assigned to any of the Certificates by S&P; and
(cc) To the best of RFC's knowledge, the Subservicer for each Mortgage Loan has accurately and fully reported
its borrower credit files to each of the Credit Repositories in a timely manner.
(dd) No Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia
Fair Lending Act.
(ee) With respect to any Sharia Mortgage Loan, mortgage pass-through, certificates or notes representing
interests in mortgage loans that are in all material respects of the same type as the Mortgage
Loans, and which are structured to be permissible under Islamic law utilizing a declining
balance co-ownership structure, have been, for at least one year prior to the date hereof, (a)
held by investors other than employee benefit plans, and (b) rated at least BBB- or Baa3, as
applicable, by a Rating Agency.
Upon discovery by RFC or upon notice from the Company or the Trustee of a breach of the foregoing
representations and warranties in respect of any Mortgage Loan, without giving effect to any requirement that RFC
have prior knowledge of such breach in respect of any Mortgage Loan, or upon the occurrence of a Repurchase Event
as described in Section 5 below, which materially and adversely affects the interests of any holders of the
Certificates or the Company in such Mortgage Loan (notice of which shall be given to the Company by RFC, if it
discovers the same), RFC shall, within 90 days after the earlier of its discovery or receipt of notice thereof,
either cure such breach or Repurchase Event in all material respects or, except as otherwise provided in Section
2.04 of the Pooling and Servicing Agreement, either (i) purchase such Mortgage Loan from the Trustee or the
Company, as the case may be, at a price equal to the Purchase Price for such Mortgage Loan or (ii) substitute a
Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan in the manner and subject to the limitations
set forth in Section 2.04 of the Pooling and Servicing Agreement. If the breach of representation and warranty
that gave rise to the obligation to repurchase or substitute a Mortgage Loan pursuant to this Section 4 was a
breach of the representation and warranty set forth in clause (cc) of this Section 4, then RFC shall pay to the
Trust Fund, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal
to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust Fund,
and that directly resulted from such breach, or if incurred and paid by the Trust Fund thereafter, concurrently
with such payment. Notwithstanding the foregoing, RFC shall not be required to cure breaches or Repurchase Events
or to purchase or to substitute for Mortgage Loans as provided above if the substance of such breach or
Repurchase Event also constitutes fraud in the origination of the Mortgage Loan.
5. With respect to each Mortgage Loan, a repurchase event ("Repurchase Event") shall have occurred if one
or both of the following occur: (a) it is discovered that, as of the date hereof, the related Mortgage was not a
valid first lien (or second lien, with respect to junior lien Mortgage Loans) on the related Mortgaged Property
subject only to (i) the lien of real property taxes and assessments not yet due and payable, (ii) covenants,
conditions, and restrictions, rights of way, easements and other matters of public record as of the date of
recording of such Mortgage and such other permissible title exceptions as are listed in the Program Guide and
(iii) other matters to which like properties are commonly subject which do not materially adversely affect the
value, use, enjoyment or marketability of the Mortgaged Property or (b) it is discovered that, as of the time of
its origination and as of the date hereof, the Mortgage Loan did not comply in all material respects with all
applicable local, state and federal laws. In addition, with respect to any Mortgage Loan listed on the attached
Schedule A with respect to which any document or documents constituting a part of the Mortgage File are missing
or defective in any material respect, if such Mortgage Loan subsequently is in default and the enforcement
thereof or of the related Mortgage note is materially adversely affected by the absence or defectiveness of any
such document or documents, a Repurchase Event shall be deemed to have occurred and RFC will be obligated to
repurchase or substitute for such Mortgage Loan in the manner set forth in Section 4 above.
6. Concurrently with the execution and delivery hereof, RFC hereby assigns to the Company, and the Company
hereby assumes, all of RFC's rights and obligations under the Seller Contracts with respect to the Mortgage Loans
to be serviced under the Pooling and Servicing Agreement, other than RFC's obligations in respect of
representations and warranties made by it under any Seller Contract; provided that, notwithstanding the
assignment and assumption hereunder, RFC shall have the concurrent right to exercise remedies and pursue
indemnification upon a breach by a Seller under any Seller Contract of any of its representations and
warranties. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns, and no other person shall have any right or obligation hereunder.
7. This Agreement will be governed by and construed in accordance with the laws of the State of New York,
without regard to the conflict of law principles thereof, other than Sections 5-1401 and 5-1402 of the New York
General Obligations Law.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have entered into this Assignment and Assumption Agreement as of the
date first above written.
RESIDENTIAL FUNDING COMPANY, LLC
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Associate
RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
SCHEDULE A
Schedule of Mortgage Loans with Defective Mortgage Files
(See attached)
EXHIBIT 1
REVISED July 11, 0000
XXXXXXXX X - STANDARD & POOR'S PREDATORY LENDING CATEGORIES
Standard & Poor's has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below
into three categories based upon a combination of factors that include (a) the risk exposure associated with the
assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified
by the relevant statute as Covered are included in Standard & Poor's High Cost Loan Category because they
included thresholds and tests that are typical of what is generally considered High Cost by the industry.
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
-----------------------------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
State/Jurisdiction Name of Anti-Predatory Category under Applicable Anti-Predatory
Lending Law/Effective Date Lending Law
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
Arkansas Arkansas Home Loan Protection Act, Ark. Code Xxx.ss.ss.00-00-000 et High Cost Home Loan
seq.
Effective July 16, 2003
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Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Codess.ss.757.01 et seq. Covered Loan
Effective June 2, 2003
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Colorado Consumer Equity Protection, Colo. Stat. Xxx.ss.ss.5-3.5-101 et seq. Covered Loan
Effective for covered loans offered or entered into on or after
January 1, 2003. Other provisions of the Act took effect on June
7, 2002
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
Connecticut Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. High Cost Home Loan
Stat.ss.ss.36a-746 et seq.
Effective October 1, 2001
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District of Columbia Home Loan Protection Act, D.C. Codess.ss.26-1151.01 et seq. Covered Loan
Effective for loans closed on or after January 28, 2003
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-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
Florida Fair Lending Act, Fla. Stat. Xxx.ss.ss.494.0078 et seq. High Cost Home Loan
Effective October 2, 2002
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-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx.ss.ss.7-6A-1 et seq. High Cost Home Loan
Effective October 1, 2002 - March 6, 2003
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
Georgia as amended (Mar. 7, 2003 - current) Georgia Fair Lending Act, Ga. Code Xxx.ss.ss.7-6A-1 et seq. High Cost Home Loan
Effective for loans closed on or after March 7, 2003
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
HOEPA Section 32 Home Ownership and Equity Protection Act of 1994, 15 X.X.X.xx. High Cost Loan
1639, 12 C.F.R.ss.ss.226.32 and 226.34
Effective October 1, 1995, amendments October 1, 2002
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-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. 815,ss.ss.137/5 et High Risk Home Loan
seq.
Effective January 1, 2004 (prior to this date, regulations under
Residential Mortgage License Act effective from May 14, 2001)
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Kansas Consumer Credit Code, Kan. Stat. Xxx.ss.ss.16a-1-101 et seq. High Loan to Value Consumer Loan (xx.xx.
16a-3-207) and;
Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999;
Section 16a-3-308a became effective July 1, 1999
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
High APR Consumer Loan (id.ss.16a-3-308a)
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
Kentucky 2003 KY H.B. 000 - Xxxx Xxxx Xxxx Xxxx Xxx, Xx. Rev. Xxxx.xx.xx. High Cost Home Loan
360.100 et seq.
Effective June 24, 2003
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-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
Maine Truth in Lending, Me. Rev. Stat. tit. 9-A,ss.ss.8-101 et seq. High Rate High Fee Mortgage
Effective September 29, 1995 and as amended from time to time
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Massachusetts Part 40 and Part 32, 209 C.M.R.ss.ss.32.00 et seq. and 209 C.M.R. High Cost Home Loan
ss.ss.40.01 et seq.
Effective March 22, 2001 and amended from time to time
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Nevada Assembly Xxxx No. 284, Nev. Rev. Stat.ss.ss.598D.010 et seq. Home Loan
Effective October 1, 2003
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-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. High Cost Home Loan
ss.ss.46:10B-22 et seq.
Effective for loans closed on or after November 27, 2003
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
New Mexico Home Loan Protection Act, N.M. Rev. Stat.ss.ss.58-21A-1 et seq. High Cost Home Loan
Effective as of January 1, 2004; Revised as of February 26, 2004
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
New York N.Y. Banking Law Article 6-l High Cost Home Loan
Effective for applications made on or after April 1, 2003
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
North Carolina Restrictions and Limitations on High Cost Home Loans, N.C. Gen. High Cost Home Loan
Stat.ss.ss.24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003 (adding open-end
lines of credit)
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-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
Ohio H.B. 386 (codified in various sections of the Ohio Code), Ohio Covered Loan
Rev. Code Xxx.ss.ss.1349.25 et seq.
Effective May 24, 2002
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Oklahoma Consumer Credit Code (codified in various sections of Title 14A) Subsection 10 Mortgage
Effective July 1, 2000; amended effective January 1, 2004
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-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
South Carolina South Carolina High Cost and Consumer Home Loans Act, S.C. Code High Cost Home Loan
Xxx.ss.ss.37-23-10 et seq.
Effective for loans taken on or after January 1, 2004
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-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
West Virginia West Virginia Residential Mortgage Lender, Broker and Servicer West Virginia Mortgage Loan Act Loan
Act, W. Va. Code Xxx.ss.ss.31-17-1 et seq.
Effective June 5, 2002
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-----------------------------------------------------------------------------------------------------------------------------------------------------------
STANDARD & POOR'S COVERED LOAN CATEGORIZATION
-----------------------------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
State/Jurisdiction Name of Anti-Predatory Category under Applicable Anti-Predatory
Lending Law/Effective Date Lending Law
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx.ss.ss.7-6A-1 et seq. Covered Loan
Effective October 1, 2002 - March 6, 2003
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. Covered Home Loan
ss.ss.46:10B-22 et seq.
Effective November 27, 2003 - July 5, 2004
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
STANDARD & POOR'S HOME LOAN CATEGORIZATION
-----------------------------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
State/Jurisdiction Name of Anti-Predatory Category under Applicable Anti-Predatory
Lending Law/Effective Date Lending Law
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx.ss.ss.7-6A-1 et seq. Home Loan
Effective October 1, 2002 - March 6, 2003
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. Home Loan
ss.ss.46:10B-22 et seq.
Effective for loans closed on or after November 27, 2003
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
New Mexico Home Loan Protection Act, N.M. Rev. Stat.ss.ss.58-21A-1 et seq. Home Loan
Effective as of January 1, 2004; Revised as of February 26, 2004
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
North Carolina Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Consumer Home Loan
Stat.ss.ss.24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003 (adding open-end
lines of credit)
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
South Carolina South Carolina High Cost and Consumer Home Loans Act, S.C. Code Consumer Home Loan
Xxx.ss.ss.37-23-10 et seq.
Effective for loans taken on or after January 1, 2004
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
