ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated May 30, 2007, between Residential Funding
Company, LLC, a Delaware corporation ("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 Deutsche Bank Trust Company Americas,
as trustee (the "Trustee"), are entering into a Series Supplement, dated as of May 1, 2007
(the "Series Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated
as of April 1, 2007 (together with the Series Supplement, the "Pooling and Servicing
Agreement"), pursuant to which the Company proposes to issue Mortgage Pass-Through
Certificates, Series 2007-S5 (the "Certificates") consisting of classes designated as the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8,
Class A-9, Class A-10 Class A-V, Class A-P, Class R Certificates (collectively, the "Senior
Certificates"), Class M-1, Class M-2 and Class M-3 Certificates (collectively, the "Class M
Certificates") and Class B-1, Class B-2 and Class B-3 Certificates (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").
IV. In connection with the purchase of the Mortgage Loans, the Company will assign
to RFC the Class A-P Certificates, Class A-V Certificates and a de minimis portion of the
Class R Certificates (together with the Class A-P Certificates and Class A-V Certificates,
the "Retained 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 any Sharia Mortgage Loans,
all amounts in respect of profit payments and acquisition payments, received on or with
respect to the Mortgage Loans after May 1, 2007 (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 May 2007). In consideration
of such assignment, RFC or its designee will receive from the Company in immediately
available funds an amount equal to $521,453,161.59 plus 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 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.
Section 3. 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 any 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 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 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 4. 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 Retained
Certificates as part of the consideration payable to RFC by the Company pursuant to this
Agreement.
Section 5. 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 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) Except in the case of approximately 2.3% of the Mortgage Loans, 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 is 30 or more days delinquent in the 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. As of the Cut-off Date, approximately 0.4%
of the Mortgage Loans have been a maximum of 30 to 59 days Delinquent in the payment of the
principal and interest since its origination. As of the Cut-off Date, no Mortgage Loan is 60
or more days Delinquent in payment of principal and interest and no Mortgage Loan has been
60 or more days Delinquent in payment of principal and interest since its origination.
(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 all
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, fixed 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 Mortgage
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 5.63% of the Mortgage Loans, 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, 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 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) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms
are defined in the Appendix E of the Standard & Poor's Glossary For File Format For LEVELS(R)
Version 5.7 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 S&P'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;
(xxxvi) 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);
(xxxvii) 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 a 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; and
(xxxviii) 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 6. 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 7. 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:__________________________________________
Name: Xxxxxxxxxx Xxxxxxx
Title: Associate
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:__________________________________________
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
SCHEDULE A
Schedule of Mortgage Loans with
Defective Mortgage Files
(See attached)
EXHIBIT A
APPENDIX E - 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.
REVISED October 20, 2006
-----------------------------------------------------------------------------------------------------------------------------
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
-----------------------------------------------------------------------------------------------------------------------------
------------------------------------------------- --------------------------------------
STATE/JURISDICTION NAME OF ANTI-PREDATORY LENDING LAW/EFFECTIVE CATEGORY UNDER APPLICABLE
DATE ANTI-PREDATORY LENDING LAW
------------------------------------ ------------------------------------------------- --------------------------------------
Arkansas Arkansas Home Loan Protection Act, Ark. Code High Cost Home Loan
Xxx.ss.ss.00-00-000 et seq.
Effective July 16, 2003
------------------------------------ ------------------------------------------------- --------------------------------------
Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Xxxxxx.xx. Covered Loan
757.01 et seq.
Effective June 2, 2003
------------------------------------ ------------------------------------------------- --------------------------------------
Colorado Consumer Equity Protection, Colo. Stat. Xxx.xx.xx. Covered Loan
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 Practices High Cost Home Loan
Act, Conn. Gen. Stat.ss.ss.36a-746 et seq.
Effective October 1, 2001
------------------------------------ ------------------------------------------------- --------------------------------------
District of Columbia Home Loan Protection Act, D.C. Xxxxxx.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.ss.ss.494.0078 High Cost Home LoaN
et seq.
Effective October 2, 2002
------------------------------------ ------------------------------------------------- --------------------------------------
Georgia (Oct. 1, 2002 - Mar. 0, Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code Xxx.xx.xx. High Cost Home Loan
2003) 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
------------------------------------ ------------------------------------------------- --------------------------------------
Georgia as amended (Mar. 7, 2003 - Georgia Fair Lending Act, Ga. Code Xxx.xx.xx. High Cost Home Loan
current) 7-6A-1 et seq.
Effective for loans closed on or after March 7,
2003
------------------------------------ ------------------------------------------------- --------------------------------------
HOEPA Section 32 Home Ownership and Equity Protection Act of High Cost Loan
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
------------------------------------ ------------------------------------------------- --------------------------------------
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION STATE/JURISDICTION NAME OF ANTI-PREDATORY
LENDING LAW/EFFECTIVE DATE CATEGORY UNDER APPLICABLE ANTI-PREDATORY LENDING LAW
------------------------------------- ------------------------------------------------ --------------------------------------
Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. High Risk Home Loan
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)
------------------------------------- ------------------------------------------------ --------------------------------------
Indiana Indiana Home Loan Practices Act, Ind. Code High Cost Home Loans
Xxx.ss.ss.24-9-1-1 et seq.
Effective January 1, 2005; amended by 2005 HB
1179, effective July 1, 2005.
------------------------------------- ------------------------------------------------ --------------------------------------
Kansas Consumer Credit Code, Kan. Stat. Xxx.xx.xx. High Loan to Value Consumer Loan
16a-1-101 et seq. (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 (xx.xx.
16a-3-308a)
------------------------------------- ------------------------------------------------ --------------------------------------
Kentucky 2003 KY H.B. 287 - High Cost Home Loan Act, High Cost Home Loan
Ky. Rev. Stat.ss.ss.360.100 et seq.
Effective June 24, 2003
------------------------------------- ------------------------------------------------ --------------------------------------
Maine Truth in Lending, Me. Rev. Stat. tit. 9-A,xx.xx. High Rate High Fee Mortgage
8-101 et seq.
Effective September 29, 1995 and as amended
from time to time
------------------------------------- ------------------------------------------------ --------------------------------------
Massachusetts Part 40 and Part 32, 209 C.M.R.ss.ss.32.00 et High Cost Home Loan
seq. and 209 C.M.R.ss.ss.40.01 et seq.
Effective March 22, 2001 and amended from time
to time
------------------------------------- ------------------------------------------------ --------------------------------------
Nevada Assembly Xxxx No. 284, Nev. Rev. Xxxx.xx.xx. Home Loan
598D.010 et seq.
Effective October 1, 2003
------------------------------------- ------------------------------------------------ --------------------------------------
New Jersey New Jersey Home Ownership Security Act of High Cost Home Loan
2002, N.J. Rev. Stat.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. Xxxx.xx.xx. High Cost Home Loan
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 High Cost Home Loan
Loans, N.C. Gen. Stat.ss.ss.24-1.1E et seq.
Effective July 1, 2000; amended October 1,
2003 (adding open-end lines of credit)
------------------------------------- ------------------------------------------------ --------------------------------------
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION STATE/JURISDICTION NAME OF ANTI-PREDATORY
LENDING LAW/EFFECTIVE DATE CATEGORY UNDER APPLICABLE ANTI-PREDATORY LENDING LAW
------------------------------------- ------------------------------------------------ --------------------------------------
Ohio H.B. 386 (codified in various sections of the Covered Loan
Ohio Code), Ohio Rev. Code Xxx.ss.ss.1349.25 et
seq.
Effective May 24, 2002
------------------------------------- ------------------------------------------------ --------------------------------------
Oklahoma Consumer Credit Code (codified in various Subsection 10 Mortgage
sections of Title 14A)
Effective July 1, 2000; amended effective
January 1, 2004
------------------------------------- ------------------------------------------------ --------------------------------------
Rhode Island Rhode Island Home Loan Protection Act, R.I. High Cost Home Loan
Gen. Lawsss.ss.34-25.2-1 et seq. Effective
December 31, 2006.
------------------------------------- ------------------------------------------------ --------------------------------------
South Carolina South Carolina High Cost and Consumer Home High Cost Home Loan
Loans Act, S.C. Code Xxx.ss.ss.37-23-10 et seq.
Effective for loans taken on or after January
1, 2004
------------------------------------- ------------------------------------------------ --------------------------------------
Tennessee Tennessee Home Loan Protection Act, Tenn. Code High Cost Home Loan
Xxx.ss.ss.00-00-000 et seq. Effective January 1,
2007.
------------------------------------- ------------------------------------------------ --------------------------------------
West Virginia West Virginia Residential Mortgage Lender, West Virginia Mortgage Loan Act Loan
Broker and Servicer Act, W. 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 LAW/EFFECTIVE DATE CATEGORY UNDER APPLICABLE
ANTI-PREDATORY LENDING LAW
--------------------------------- ---------------------------------------------------- --------------------------------------
Georgia (Oct. 1, 2002 - Mar. 0, Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code Xxx.ss.ss.7-6A-1 Covered LoaN
2003) et seq.
Effective October 1, 2002 - March 6, 2003
--------------------------------- ---------------------------------------------------- --------------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, Covered Home Loan
N.J. Rev. Stat.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 LENDING LAW/EFFECTIVE DATE CATEGORY UNDER APPLICABLE
ANTI-PREDATORY LENDING LAW
------------------------------- ------------------------------------------------------ --------------------------------------
Georgia (Oct. 1, 2002 - Mar. Georgia Fair Lending Act, Ga. Code Xxx.ss.ss.7-6A-1 et Home LoaN
6, 2003) seq.
Effective October 1, 2002 - March 6, 2003
------------------------------- ------------------------------------------------------ --------------------------------------
EXHIBIT-5
STANDARD & POOR'S HOME LOAN CATEGORIZATION STATE/JURISDICTION NAME OF ANTI-PREDATORY LENDING
LAW/EFFECTIVE DATE CATEGORY UNDER APPLICABLE ANTI-PREDATORY LENDING LAW
------------------------------ ------------------------------------------------------- --------------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Home Loan
Rev. Stat.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 Home LoaN
et seq.
Effective as of January 1, 2004; Revised as of
February 26, 2004
------------------------------ ------------------------------------------------------- --------------------------------------
North Carolina Restrictions and Limitations on High Cost Home Loans, Consumer Home Loan
N.C. Gen. 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, Consumer Home Loan
S.C. Code Xxx.ss.ss.37-23-10 et seq.
Effective for loans taken on or after January 1, 2004
------------------------------ ------------------------------------------------------- --------------------------------------
