EXECUTION COPY
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated December 28, 2006,
between Residential Funding Company, a Delaware limited liability company
("RFC"), and Residential Accredit Loans, Inc., a Delaware corporation (the
"Company").
Recitals
A. RFC has entered into contracts ("Seller Contracts") with
various seller/servicers, pursuant to which such seller/servicers sell to RFC
mortgage loans.
B. The Company wishes to purchase from RFC certain Mortgage Loans
(as hereinafter defined) sold to RFC pursuant to the Seller Contracts.
C. The Company, RFC, as master servicer, and Deutsche Bank Trust
Company Americas, as trustee (the "Trustee"), are entering into a Series
Supplement, dated as of December 1, 2006 (the "Series Supplement"), and the
Standard Terms of Pooling and Servicing Agreement, dated as of December 1, 2006
(collectively, the "Pooling and Servicing Agreement"), pursuant to which the
Company proposes to issue Mortgage Asset-Backed Pass-Through Certificates,
Series 2006-QS18 (the "Certificates") consisting of twenty-six classes
designated as Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5,
Class I-A-6, Class I-A-7, Class II-A-1, Class II-A-2, Class II-A-3, Class
II-A-4, Class II-A-5, Class II-A-6, Class III-A-1, Class III-A-2, Class III-A-3,
Class I-A-P, Class I-A-V, Class II-A-P, Class II-A-V, Class III-A-P, Class
III-A-V, Class R-I, Class R-II, Class R-III and Class R-IV Certificates; and
twelve classes designated as Class I-M-1, Class I-M-2 and Class I-M-3
(collectively, the "Class I-M Certificates"), and Class II-M-1, Class II-M-2 and
Class II-M-3 (collectively, the "Class II-M Certificates"), and Class I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-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 to the Series Supplement (the "Mortgage Loans").
D. In connection with the purchase of the Mortgage Loans, the
Company will assign to RFC the Class I-A-P Certificates, Class I-A-V
Certificates, Class II-A-P Certificates, Class II-A-V Certificates, Class
III-A-P Certificates, Class III-A-V Certificates and a de minimis portion of
each of the Class R-I, Class R-II, Class R-III and Class R-IV 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.
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
received on or with respect to the Mortgage Loans after December 1, 2006 (other
than payments of principal and interest due on the Mortgage Loans on or before
December 31, 2006). In consideration of such assignment, RFC or its designee
will receive from the Company in immediately available funds an amount equal to
$1,187,235,317.51, the Class I-A-P, Class I-A-V, Class II-A-P, Class II-A-V,
Class III-A-P and Class III-A-V Certificates and a de minimis portion of each of
the Class R-I, Class R-II, Class R-III and Class R-IV 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.
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, (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. Nonetheless, (a) this Agreement is intended to
be and hereby is 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 and (ii)
with respect to each Mortgage Loan other than a Cooperative 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 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.
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.
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 the Class I-A-P Certificates, the Class I-A-V Certificates,
Class II-A-P Certificates, Class II-A-V Certificates, Class III-A-P
Certificates, Class III-A-V Certificates and a de minimis portion of each of the
Class R-I, Class R-II, Class R-III and Class R-IV Certificates as part of the
consideration payable to RFC by the Company pursuant to this Agreement.
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):
(a) The information set forth in Exhibit One 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;
(b) Each Mortgage Loan is required to be covered by a
standard hazard insurance policy. Except in the case of approximately
0.1% of the aggregate principal balance of the Group I Loans, each Group
I Loan with a Loan-to-Value Ratio at origination in excess of 80% will
be insured by a Primary Insurance Policy covering at least 35% of the
principal balance of the Group I Loan at origination if the
Loan-to-Value Ratio is between 100.00% and 95.01%, at least 30% of the
principal balance of the Group I Loan at origination if the
Loan-to-Value Ratio is between 95.00% and 90.01%, at least 25% of the
balance if the Loan-to-Value Ratio is between 90.00% and 85.01% and at
least 12% of the balance if the Loan-to-Value Ratio is between 85.00%
and 80.01%. Except in the case of approximately 0.3% of the aggregate
principal balance of the Group II Loans, each Group II Loan with a
Loan-to-Value Ratio at origination in excess of 80% will be insured by a
Primary Insurance Policy covering at least 35% of the principal balance
of the Group II Loan at origination if the Loan-to-Value Ratio is
between 100.00% and 95.01%, at least 30% of the principal balance of the
Group II Loan at origination if the Loan-to-Value Ratio is between
95.00% and 90.01%, at least 25% of the balance if the Loan-to-Value
Ratio is between 90.00% and 85.01% and at least 12% of the balance if
the Loan-to-Value Ratio is between 85.00% and 80.01%. Each Group III
Loan with a Loan-to-Value Ratio at origination in excess of 80% will be
insured by a Primary Insurance Policy covering at least 30% of the
principal balance of the Group III Loan at origination if the
Loan-to-Value Ratio is between 100.00% and 95.01%, at least 25% of the
principal balance of the Group III Loan at origination if the
Loan-to-Value Ratio is between 95.00% and 90.01%, at least 12% of the
balance if the Loan-to-Value Ratio is between 90.00% and 85.01% and at
least 6% of the balance 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;
(c) 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;
(d) 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;
(e) 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;
(f) Subject to clause (e) 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;
(g) There is no delinquent tax or assessment lien against
any Mortgaged Property;
(h) 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, formerly known as
the Soldiers' and Sailors' Civil Relief Act of 1940, as amended, and
except with respect to any buydown agreement for a Buydown Mortgage
Loan;
(i) 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 (aa) below;
(j) 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;
(k) 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;
(l) 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;
(m) 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;
(n) The Mortgage Loans are conventional, fixed rate,
fully-amortizing, first 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;
(o) No Mortgage Loan provides for deferred interest or
negative amortization;
(p) 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;
(q) 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;
(r) 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;
(s) 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;
(t) 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 Depositor 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 Depositor, of the Mortgage on the MERS(R) System;
(u) 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;
(v) 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;
(w) 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;
(x) Except with respect to approximately 2.39% of the
Mortgage Loans, the appraisal was made by an appraiser who meets the
minimum qualifications for appraisers as specified in the Program Guide;
(y) 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;
(z) 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;
(aa) 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;
(bb) 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;
(cc) None of the Mortgage Loans are subject to the Home
Ownership and Equity Protection Act of 1994;
(dd) None of the Mortgage Loans are loans that, under
applicable state or local law in effect at the time of origination of
such 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;
(ee) None of the Mortgage Loans secured by a property
located in the State of Georgia was originated on or after October 1,
2002 and before March 7, 2003; and
(ff) No Mortgage Loan is a High Cost Loan or Covered Loan,
as applicable (as such terms are defined in the then current Standard &
Poor's LEVELS(R) Glossary which is now Version 5.7 Revised, Appendix E
(attached hereto as Exhibit A)); provided that no representation and
warranty is made in this clause (ff) with respect to 0.00% of the
Mortgage Loans (by outstanding principal balance as of the Cut-off Date)
secured by property located in the State of Kansas, and with respect to
0.00% of the Mortgage Loans (by outstanding principal balance as of the
Cut-off Date) secured by property located in the State of West Virginia.
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, 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 and
warranty set forth in clause (k) 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.
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 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 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.
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.
IN WITNESS WHEREOF, the parties have entered into this Assignment
and Assumption Agreement on the date first written above.
RESIDENTIAL FUNDING COMPANY, LLC
By: /s/Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Associate
RESIDENTIAL ACCREDIT LOANS, INC.
By: /s/Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
EXHIBIT A
APPENDIX E OF THE STANDARD & POOR'S GLOSSARY FOR
FILE FORMAT FOR LEVELS(R) VERSION 5.7 REVISED
REVISED October 20, 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 Lending Category under
Applicable
Anti-Predatory Lending
Law/Effective Date Law
---------------------------- ---------------------------------------- --------------------------
Arkansas Arkansas Home Loan Protection Act, High Cost Home Loan
Ark. Code Xxx. xx.xx. 00-00-000 et seq.
Effective July 16, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Code Covered Loan
xx.xx. 757.01 et seq.
Effective June 2, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Colorado Consumer Equity Protection, Colo. Covered Loan
Stat. Xxx. xx.xx. 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 Lending High Cost Home Loan
Practices Act, Conn. Gen. Stat. xx.xx.
36a-746 et seq.
Effective October 1, 2001
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
District of Columbia Home Loan Protection Act, D.C. Code xx.xx. Covered Loan
26-1151.01 et seq.
Effective for loans closed on or after
January 28, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Florida Fair Lending Act, Fla. Stat. Xxx. xx.xx. High Cost Home Loan
494.0078 et seq.
Effective October 2, 2002
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Georgia (Oct. 1, 0000 - Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code High Cost Home Loan
Mar. 6, 2003) Xxx. xx.xx. 7-6A-1 et seq.
Effective October 1, 2002 - March 6,
2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Georgia as amended (Mar. Georgia Fair Lending Act, Ga. Code High Cost Home Loan
7, 2003 - current) Xxx. xx.xx. 7-6A-1 et seq.
Effective for loans closed on or after
March 7, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
HOEPA Section 32 Home Ownership and Equity Protection High Cost Loan
Act of 1994, 15 U.S.C. ss. 1639, 12
C.F.R. xx.xx. 226.32 and 226.34
Effective October 1, 1995, amendments
October 1, 2002
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Illinois High Risk Home Loan Act, Ill. Comp. High Risk Home Loan
Stat. tit. 815, xx.xx. 137/5 et seq.
Effective January 1, 2004 (prior to this date,
regulations under Residential Mortgage License Act
effective from May 14, 2001)
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Indiana Home Loan Practices Act, Ind.
Indiana Code Xxx. xx.xx. 24-9-1-1 et seq. High Cost Home Loans
Effective January 1, 2005; amended by
2005 HB 1179, effective July 1, 2005
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Kansas Consumer Credit Code, Kan. Stat. Xxx. High Loan to Value
xx.xx. 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 Loan High Cost Home Loan
Act, Ky. Rev. Stat. xx.xx. 360.100
et seq.
Effective June 24, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Maine Truth in Lending, Me. Rev. Stat. tit. High Rate High Fee
9-A, xx.xx. 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. xx.xx. High Cost Home Loan
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. Stat. Home Loan
xx.xx. 598D.010 et seq.
Effective October 1, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
New Jersey New Jersey Home Ownership Security Act High Cost Home Loan
of 2002, N.J. Rev. Stat. 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. Rev. High Cost Home Loan
Stat. xx.xx. 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 High Cost Home Loan
Cost Home Loans, N.C. Gen. Stat. 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 sections Covered Loan
of the Ohio Code), Ohio Rev. Code Xxx.
xx.xx. 1349.25 et seq.
Effective May 24, 2002
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Rhode Island Rhode Island Home Loan Protection Act, High Cost Home Loan
R.I. Gen. Laws xx.xx. 34-25.2-1 et seq.
Effective December 31, 2006
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Oklahoma Consumer Credit Code (codified in Subsection 10 Mortgage
various sections of Title 14A)
Effective July 1, 2000; amended
effective January 1, 2004
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
South Carolina South Carolina High Cost and Consumer High Cost Home Loan
Home Loans Act, S.C. Code Xxx. xx.xx.
37-23-10 et seq.
Effective for loans taken on or after
January 1, 2004
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Tennessee Tennessee Home Loan Protection Act, High Cost Home Loan
Tenn. Code Xxx. xx.xx. 00-00-000 et seq. Effective
January 1, 2007
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
West Virginia West Virginia Residential Mortgage West Virginia Mortgage
Lender, Broker and Servicer Act, W. Loan Act Loan
Va. Code Xxx. xx.xx. 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 Lending
Law/Effective Date Law
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code Covered Loan
Mar. 6, 2003) Xxx. xx.xx. 7-6A-1 et seq.
Effective October 1, 2002 - March 6,
2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
New Jersey New Jersey Home Ownership Security Act Covered Home Loan
of 2002, N.J. Rev. Stat. 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 Lending
Law/Effective Date Law
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code Home Loan
Mar. 6, 2003) Xxx. xx.xx. 7-6A-1 et seq.
Effective October 1, 2002 - March 6,
2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
New Jersey New Jersey Home Ownership Security Act Home Loan
of 2002, N.J. Rev. Stat. 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. Rev. Home Loan
Stat. xx.xx. 58-21A-1 et seq.
Effective as of January 1, 2004;
Revised as of February 26, 2004
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
North Carolina Restrictions and Limitations on High Consumer Home Loan
Cost Home Loans, N.C. Gen. Stat. 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 Consumer Home Loan
Home Loans Act, S.C. Code Xxx. xx.xx.
37-23-10 et seq.
Effective for loans taken on or after
January 1, 2004
---------------------------- ---------------------------------------- --------------------------