ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated October 30, 2006, between Residential
Funding Company, LLC, a Delaware limited liability company ("RFC"), and Residential Funding
Mortgage Securities I, Inc., a Delaware corporation (the "Company").
Recitals
I. RFC has entered into contracts ("Seller Contracts") with various seller/servicers,
pursuant to which such seller/servicers sell to RFC mortgage loans.
II. The Company wishes to purchase from RFC certain Mortgage Loans (as hereinafter
defined) sold to RFC pursuant to the Seller Contracts.
III. The Company, RFC, as master servicer and U.S. Bank National Association, as trustee
(the "Trustee"), are entering into a Series Supplement, dated as of October 30, 2006 (the
"Series Supplement") to the Standard Terms of Pooling and Servicing Agreement, dated as of
October 30, 2006 (together with the Series Supplement, the "Pooling and Servicing
Agreement"), pursuant to which the Company proposes to issue Mortgage Pass-Through
Certificates, Series 2006-SA4 (the "Certificates") consisting of classes designated as the
Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class III-A-1, Class III-A-X-1, Class
III-A-2, Class III-A-3, Class R-I, Class R-II and Class R-III Certificates (collectively,
the "Senior Certificates"), Class M-1, Class M-2 and Class M-3 (collectively, the "Class M
Certificates") and Class B-1, Class B-2 and Class B-3 (collectively, the "Class B
Certificates"), representing beneficial ownership interests in a trust fund consisting
primarily of a pool of mortgage loans identified in Exhibit One and Exhibit Two to the
Series Supplement (the "Mortgage Loans").
IV. In connection with the purchase of the Mortgage Loans, the Company will assign to RFC
a de minimis portion of each of the Class R-I, Class R-II and Class R-III Certificates
(together, the "Class R Certificates").
V. 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.
VI. 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:
Section 1. All capitalized terms used but not defined herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
Section 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 the Sharia Mortgage Loans,
all amounts in respect of profit payments and acquisition payments, received on or with
respect to the Mortgage Loans after October 1, 2006 (other than payments of principal and
interest, and with respect to the Sharia Mortgage Loans, all amounts in respect of profit
payments and acquisition payments, due on the Mortgage Loans in October 2006). In
consideration of such assignment, RFC or its designee will receive from the Company in
immediately available funds an amount equal to $285,725,457.49 plus a de minimis portion of
each of the Class R 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 or security instrument, as applicable, 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.
RFC and the Company agree that the sale of each Pledged Asset Loan pursuant to this
Agreement will also constitute the assignment, sale, setting-over, transfer and conveyance
to the Company, without recourse (but subject to RFC's covenants, representations and
warranties specifically provided herein), of all of RFC's obligations and all of RFC's
right, title and interest in, to and under, whether now existing or hereafter acquired as
owner of such Pledged Asset Loan with respect to any and all money, securities, security
entitlements, accounts, general intangibles, payment intangibles, instruments, documents,
deposit accounts, certificates of deposit, commodities contracts, and other investment
property and other property of whatever kind or description consisting of, arising from or
related to, (i) the Credit Support Pledge Agreement, the Funding and Pledge Agreement among
the Mortgagor or other Person pledging the related Pledged Assets (the "Customer"),
Combined Collateral LLC and National Financial Services Corporation, and the Additional
Collateral Agreement between GMAC Mortgage, LLC and the Customer (collectively, the
"Assigned Contracts"), (ii) all rights, powers and remedies of RFC as owner of such Pledged
Asset Loan under or in connection with the Assigned Contracts, whether arising under the
terms of such Assigned Contracts, by statute, at law or in equity, or otherwise arising out
of any default by the Mortgagor under or in connection with the Assigned Contracts,
including all rights to exercise any election or option or to make any decision or
determination or to give or receive any notice, consent, approval or waiver thereunder,
(iii) the Pledged Amounts and all money, securities, security entitlements, accounts,
general intangibles, payment intangibles, instruments, documents, deposit accounts,
certificates of deposit, commodities contracts, and other investment property and other
property of whatever kind or description and, all cash and non-cash proceeds of the sale,
exchange, or redemption of, and all stock or conversion rights, rights to subscribe,
liquidation dividends or preferences, stock dividends, rights to interest, dividends,
earnings, income, rents, issues, profits, interest payments or other distributions of cash
or other property that secures a Pledged Asset Loan, (iv) all documents, books and records
concerning the foregoing (including all computer programs, tapes, disks and related items
containing any such information) and (v) all insurance proceeds (including proceeds from
the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation
or any other insurance company) of any of the foregoing or replacements thereof or
substitutions therefor, proceeds of proceeds and the conversion, voluntary or involuntary,
of any thereof. The foregoing transfer, sale, assignment and conveyance does not constitute
and is not intended to result in the creation, or an assumption by the Company, of any
obligation of RFC, or any other Person in connection with the Pledged Assets or under any
agreement or instrument relating thereto, including any obligation to the Mortgagor, other
than as owner of the Pledged Asset Loan.
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 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, and
hereby is, a grant by RFC to the Company of a security interest in all of RFC's right,
title and interest, whether now owned or hereafter acquired, in and to 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 consisting of, arising from or relating to any of the following: (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, (ii) with respect to each 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 a Sharia Mortgage Loan, the related Mortgage
Note, the Mortgage, any insurance policies and all other documents in the related Mortgage
File, (B) all monies due or to become due pursuant to the Mortgage Loans in accordance with
the terms thereof and (C) 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, payment
intangibles, negotiable documents, goods, deposit accounts, letters of credit, advices of
credit investment property or chattel paper shall be deemed to be possession by the secured
party, or possession by a purchaser or a person designated by such secured party, 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, Sections 8-106, 9-313 and 9-106 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, securities intermediaries, bailees or agents of, or persons holding for
(as applicable) 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 determined to
create a security interest in the Mortgage Loans and the other property described above,
such security interest would be determined 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 not 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 place of business or the chief executive office of RFC, or
(3) any transfer of any interest of RFC in any Mortgage Loan.
Notwithstanding the foregoing, (i) the Master Servicer shall retain all servicing
rights (including, without limitation, primary servicing and master servicing) relating to
or arising out of the Mortgage Loans, and all rights to receive servicing fees, servicing
income and other payments made as compensation for such servicing granted to it under the
Pooling and Servicing Agreement pursuant to the terms and conditions set forth therein
(collectively, the "Servicing Rights") and (ii) the Servicing Rights are not included in
the collateral in which RFC grants a security interest pursuant to the immediately
preceding paragraph.
Section 3. Concurrently with the execution and delivery hereof, the Company hereby
assigns to RFC without recourse all of its right, title and interest in and to a de minimis
portion of each of the Class R Certificates as part of the consideration payable to RFC by
the Company pursuant to this Agreement.
Section 4. RFC represents and warrants to the Company that on the date of execution
hereof (or, if otherwise specified below, as of the date so specified):
i. The information set forth in Exhibit One, Exhibit Two and Exhibit Three to the
Series Supplement with respect to each Mortgage Loan or the Mortgage Loans, as the case may
be, is true and correct, in all material respects, at the date or dates respecting which
such information is furnished;
ii. Each mortgage loan with a Loan-to-Value Ratio at origination in excess of 80%, will
be insured by a primary mortgage insurance policy (a "Primary Insurance Policy") covering
at least 30% of the principal balance of the Mortgage Loan at origination if the
Loan-to-Value Ratio is between 95.00% and 90.01%, at least 25% of the balance of the
mortgage loan at origination if the Loan-to-Value Ratio is between 90.00% and 85.01%, and
at least 12% of the balance of the mortgage loan at origination if the Loan-to-Value Ratio
is between 85.00% and 80.01%. To the best of the Company's knowledge, each such Primary
Insurance Policy is in full force and effect and the Trustee is entitled to the benefits
thereunder;
iii. Each Primary Insurance Policy insures the named insured and its successors and
assigns, and the issuer of the Primary Insurance Policy is an insurance company whose
claims-paying ability is currently acceptable to the Rating Agencies;
iv. Immediately prior to the assignment of the Mortgage Loans to the Company, RFC had
good title to, and was the sole owner of, each Mortgage Loan free and clear of any pledge,
lien, encumbrance or security interest (other than rights to servicing and related
compensation and, with respect to certain Mortgage Loans, the monthly payment due on the
first Due Date following the Cut-off Date), and no action has been taken or failed to be
taken by RFC that would materially adversely affect the enforceability of any Mortgage Loan
or the interests therein of any holder of the Certificates;
v. No Mortgage Loan was 30 or more days delinquent in payment of principal and interest
as of the Cut-off Date and no Mortgage Loan has been so delinquent more than once in the
12-month period prior to the Cut-off Date;
vi. Subject to clause (v) above as respects delinquencies, there is no default, breach,
violation or event of acceleration existing under 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, and no such default, breach, violation
or event of acceleration has been waived by the Seller or by any other entity involved in
originating or servicing a Mortgage Loan;
vii. There is no delinquent tax or assessment lien against any Mortgaged Property;
viii. No Mortgagor has any 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;
ix. None of the Mortgage Loans are Buy-Down Mortgage Loans;
x. 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 described under clause (xv) below;
xi. Each Mortgaged Property is free of damage and in good repair and no notice of
condemnation has been given with respect thereto and 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;
xii. 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;
xiii. 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, (ii) by summary foreclosure, if available under applicable law, and (iii)
otherwise by foreclosure, and 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;
xiv. 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;
xv. A policy of title insurance in the form and amount required by the Program Guide was
effective as of the closing of each Mortgage Loan, is valid and binding and remains in full
force and effect, unless the Mortgaged Properties are located in the State of Iowa and an
attorney's certificate has been provided as described in the Program Guide;
xvi. The Mortgage Loans are conventional, hybrid adjustable-rate, fully amortizing,
(subject to interest only periods, if applicable) first lien mortgage loans having terms to
maturity of not more than 30 years from the date of origination or modification with
monthly payments due, with respect to a majority of the Mortgage Loans, on the first day of
each month;
xvii. No Mortgage Loan provides for deferred interest or negative amortization;
xviii. The improvements upon the Mortgaged Properties are insured against loss by fire
and other hazards as required by the Program Guide including flood insurance if required
under the National Flood Insurance Act of 1968, as amended. The Mortgage requires the
Mortgagor to maintain such casualty insurance at the Mortgagor's expense, and on the
Mortgagor's failure to do so, authorize the holder of the Mortgage to obtain and maintain
such insurance at the Mortgagor's expense and to seek reimbursement therefore from the
Mortgagor;
xix. If any of the Mortgage Loans are secured by a leasehold interest, with respect to
each leasehold interest: the use of leasehold estates for residential properties is an
accepted practice in the area where the related Mortgaged Property is located; residential
property in such area consisting of leasehold estates is readily marketable; the lease is
recorded and no party is in any way in breach of any provision of such lease; the leasehold
is in full force and effect and is not subject to any prior lien or encumbrance by which
the leasehold could be terminated or subject to any charge or penalty; and the remaining
term of the lease does not terminate less than ten years after the maturity date of such
Mortgage Loan;
xx. Each Assigned Contract relating to each Pledged Asset Loan is a valid, binding and
legally enforceable obligation of the parties thereto, enforceable in accordance with their
terms, except as limited by bankruptcy, insolvency or other similar laws affecting
generally the enforcement of creditor's rights;
xxi. The Assignor is the holder of all of the right, title and interest as owner of each
Pledged Asset Loan in and to each of the Assigned Contracts delivered and sold to the
Company hereunder, and the assignment hereof by RFC validly transfers such right, title and
interest to the Company free and clear of any pledge, lien, or security interest or other
encumbrance of any Person;
xxii. The full amount of the Pledged Amount with respect to such Pledged Asset Loan has
been deposited with the custodian under the Credit Support Pledge Agreement and is on
deposit in the custodial account held thereunder as of the date hereof;
xxiii. RFC is a member of MERS, in good standing, and current in payment of all fees
and assessments imposed by MERS, and has complied with all rules and procedures of MERS in
connection with its assignment to the Trustee as assignee of the Company of the Mortgage
relating to each Mortgage Loan that is registered with MERS, including, among other things,
that RFC shall have confirmed the transfer to the Trustee, as assignee of the Company, of
the Mortgage on the MERS(R)System;
xxiv. No instrument of release or waiver has been executed in connection with the Mortgage
Loans, and no Mortgagor has been released, in whole or in part from its obligations in
connection with a Mortgage Loan;
xxv. With respect to each Mortgage Loan, either (i) the Mortgage Loan is assumable
pursuant to the terms of the Mortgage Note, or (ii) the Mortgage Loan contains a customary
provision for the acceleration of the payment of the unpaid principal balance of the
Mortgage Loan in the event the related Mortgaged Property is sold without the prior consent
of the mortgagee thereunder;
xxvi. The proceeds of the Mortgage Loan have been fully disbursed, 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;
xxvii. Except with respect to approximately 5.8% of the Mortgage Loans (for which a
valuation was obtained by using an automated valuation platform developed by RFC), the
appraisal was made by an appraiser who meets the minimum qualifications for appraisers as
specified in the Program Guide;
xxviii. 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;
xxix. Each Mortgage Loan was originated (1) by a savings and loan association, savings
bank, commercial bank, credit union, insurance company or similar institution that is
supervised and examined by a federal or state authority, (2) by a mortgagee approved by the
Secretary of HUD pursuant to Sections 203 and 211 of the National Housing Act, as amended,
or (3) by a mortgage broker or correspondent lender in a manner such that the Certificates
would qualify as "mortgage related securities" within the meaning of Section 3(a)(41) of
the Securities Exchange Act of 1934, as amended;
xxx. All improvements which were considered in determining the Appraised Value of the
Mortgaged Properties lie wholly within the boundaries and the building restriction lines of
the Mortgaged Properties, or the policy of title insurance affirmatively insures against
loss or damage by reason of any violation, variation, encroachment or adverse circumstance
that either is disclosed or would have been disclosed by an accurate survey;
xxxi. Each Mortgage Note and Mortgage constitutes a legal, valid and binding obligation of
the Borrower enforceable in accordance with its terms except as limited by bankruptcy,
insolvency or other similar laws affecting generally the enforcement of creditor's rights;
xxxii. None of the Mortgage Loans are subject to the Home Ownership and Equity
Protection Act of 1994;
xxxiii. None of the Mortgage Loans are loans that, under applicable state or local law
in effect at the time of origination of the loan, are referred to as (1) "high-cost" or
"covered" loans or (2) 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;
xxxiv. No Mortgage Loan was originated on or after October 1, 2002 and before March 7,
2003, which is secured by property located in the State of Georgia;
xxxv. None of the proceeds of any Mortgage Loan were used to finance the purchase of single
premium credit insurance policies;
xxxvi. No Mortgage Loan contains prepayment penalties that extend beyond five years
after the date of origination;
xxxvii. 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 5.6c Revised (attached hereto as Exhibit A)); provided 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;
xxxviii. 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); and
xxxix. No fraud or misrepresentation has taken place in connection with the
origination of any Mortgage Loan.
RFC shall provide written notice to GMAC Mortgage, LLC of the sale of each
Pledged Asset Loan to the Company hereunder and by the Company to the Trustee under the
Pooling and Servicing Agreement, and shall maintain the Schedule of Additional Owner
Mortgage Loans (as defined in the Credit Support Pledge Agreement), showing the Trustee as
the Additional Owner of each such Pledged Asset Loan, all in accordance with Section 7.1 of
the Credit Support Pledge Agreement.
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
which materially and adversely affects the interests of any holders of the Certificates or
of the Company in such Mortgage Loan or upon the occurrence of a Repurchase Event
(hereinafter defined), notice of which breach or occurrence 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 the
representation set forth in clause (xii) or (xxxviii) 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.
Section 5. With respect to each Mortgage Loan, a first lien repurchase event
("Repurchase Event") shall have occurred if it is discovered that, as of the date thereof,
the related Mortgage was not a valid first lien 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 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. 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 as to which the Company delivers to the Trustee or the Custodian an affidavit
certifying that the original Mortgage Note has been lost or destroyed, if such Mortgage
Loan subsequently is in default and the enforcement thereof or of the related Mortgage is
materially adversely affected by the absence or defectiveness of any such document or
documents of the original Mortgage Note, 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.
Section 6. 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.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have entered into this Assignment and
Assumption Agreement on the date first written above.
RESIDENTIAL FUNDING COMPANY, LLC
By: _________________________________
Name: Xxxxxxxxxxx Xxxxxxxx
Title: Associate
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: ________________________________
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
EXHIBIT A
APPENDIX E OF THE STANDARD & POOR'S GLOSSARY FOR FILE
FORMAT FOR LEVELS(R)VERSION 5.6C REVISED
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.
REVISED April 18, 2006
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
--------------------------------------------------------------------------------
---------------------------------------------------------
State/Jurisdiction Name of Anti-Predatory Lending Category under
Applicable
Anti-Predatory
Law/Effective Date Lending Law
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Arkansas Arkansas Home Loan Protection High Cost Home Loan
Act, Ark. Code Xxx.ss.ss.00-00-000
et seq.
Effective July 16, 2003
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Covered Loan
Mun. Codess.ss.757.01 et seq.
Effective June 2, 2003
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Colorado Consumer Equity Protection, Colo. Covered Loan
Stat. Xxx.ss.ss.5-3.5-101 et seq.
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 High Cost Home Loan
Lending Practices Act, Conn. Gen.
Stat.ss.ss.36a-746 et seq.
Effective October 1, 2001
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
District of Columbia Home Loan Protection Act, D.C. Covered Loan
Codess.ss.26-1151.01 et seq.
Effective for loans closed on or
after January 28, 2003
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Florida Fair Lending Act, Fla. Stat. Xxx. High Cost Home Loan
xx.xx. 494.0078 et seq.
Effective October 2, 2002
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Georgia (Oct. 1, 2002 Georgia Fair Lending Act, Ga. High Cost Home Loan
- Mar. 6, 2003) Code Xxx.ss.ss.7-6A-1 et seq.
Effective October 1, 2002 - March
6, 2003
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Georgia as amended Georgia Fair Lending Act, Ga. High Cost Home Loan
(Mar. 7, 2003 - Code Xxx.ss.ss.7-6A-1 et seq.
current)
Effective for loans closed on or
after March 7, 2003
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
HOEPA Section 32 Home Ownership and Equity High Cost Loan
Protection Act of 1994, 15 U.S.C.
ss. 1639, 12 C.F.R.ss.ss.226.32 and
226.34
Effective October 1, 1995,
amendments October 1, 2002
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Illinois High Risk Home Loan Act, Ill. High Risk Home Loan
Comp. Stat. tit. 815,ss.ss.137/5 et
seq.
Effective January 1, 2004 (prior
to this date, regulations under
Residential Mortgage License Act
effective from May 14, 2001)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kansas Consumer Credit Code, Kan. Stat. High Loan to Value
Xxx.ss.ss.16a-1-101 et seq. Consumer Loan (id.
ss. 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. 287 - High Cost Home High Cost Home Loan
Loan Act, Ky. Rev. Stat. xx.xx.
360.100 et seq.
Effective June 24, 2003
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Maine Truth in Lending, Me. Rev. Stat. High Rate High Fee
tit. 9-A,ss.ss.8-101 et seq. Mortgage
Effective September 29, 1995 and
as amended from time to time
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Massachusetts Part 40 and Part 32, 209 C.M.R. High Cost Home Loan
xx.xx. 32.00 et seq. and 209 C.M.R.
xx.xx. 40.01 et seq.
Effective March 22, 2001 and
amended from time to time
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Nevada Assembly Xxxx No. 284, Nev. Rev. Home Loan
Stat.ss.ss.598D.010 et seq.
Effective October 1, 2003
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
New Jersey New Jersey Home Ownership High Cost Home Loan
Security Act of 2002, N.J. Rev.
Xxxx.xx.xx. 46:10B-22 et seq.
Effective for loans closed on or
after November 27, 2003
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
New Mexico Home Loan Protection Act, N.M. High Cost Home Loan
Rev. Stat.ss.ss.58-21A-1 et seq.
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 Loan
High Cost Home Loans, N.C. Gen.
Xxxx.xx.xx. 24-1.1E et seq.
Effective July 1, 2000; amended
October 1, 2003 (adding open-end
lines of credit)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ohio H.B. 386 (codified in various Covered Loan
sections of the Ohio Code), Ohio
Rev. Code Xxx.ss.ss.1349.25 et seq.
Effective May 24, 2002
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Oklahoma Consumer Credit Code (codified in Subsection 10
various sections of Title 14A) Mortgage
Effective July 1, 2000; amended
effective January 1, 2004
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
South Carolina South Carolina High Cost and High Cost Home Loan
Consumer Home Loans Act, S.C.
Code Xxx.ss.ss.37-23-10 et seq.
Effective for loans taken on or
after January 1, 2004
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
West Virginia West Virginia Residential West Virginia
Mortgage Lender, Broker and Mortgage Loan Act
Servicer Act, W. Va.Code Xxx.xx.xx.Xxxx
31-17-1 et seq.
Effective June 5, 2002
--------------------------------------------------------------------------------
STANDARD & POOR'S COVERED LOAN CATEGORIZATION
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
State/Jurisdiction Name of Anti-Predatory Lending Category under
Applicable
Anti-Predatory
Law/Effective Date Lending Law
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Georgia (Oct. 1, 2002 Georgia Fair Lending Act, Ga. Covered Loan
- Mar. 6, 2003) Code Xxx.ss.ss.7-6A-1 et seq.
Effective October 1, 2002 - March
6, 2003
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
New Jersey New Jersey Home Ownership Covered Home Loan
Security Act of 2002, N.J. Rev.
Xxxx.xx.xx. 46:10B-22 et seq.
Effective November 27, 2003 -
July 5, 2004
--------------------------------------------------------------------------------
STANDARD & POOR'S HOME LOAN CATEGORIZATION
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
State/Jurisdiction Name of Anti-Predatory Lending Category under
Applicable
Anti-Predatory
Law/Effective Date Lending Law
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Georgia (Oct. 1, 2002 Georgia Fair Lending Act, Ga. Home Loan
- Mar. 6, 2003) Code Xxx.ss.ss.7-6A-1 et seq.
Effective October 1, 2002 - March
6, 2003
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
New Jersey New Jersey Home Ownership Home Loan
Security Act of 2002, N.J. Rev.
Xxxx.xx.xx. 46:10B-22 et seq.
Effective for loans closed on or
after November 27, 2003
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
New Mexico Home Loan Protection Act, N.M. Home Loan
Rev. Stat.ss.ss.58-21A-1 et seq.
Effective as of January 1, 2004;
Revised as of February 26, 2004
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
North Carolina Restrictions and Limitations on Consumer Home Loan
High Cost Home Loans, N.C. Gen.
Xxxx.xx.xx. 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 Loan
Consumer Home Loans Act, S.C.
Code Xxx.ss.ss.37-23-10 et seq.
Effective for loans taken on or
after January 1, 2004
--------------------------------------------------------------------------------
