MORTGAGE LOAN PURCHASE AGREEMENT
This
is a
Mortgage Loan Purchase Agreement (this “Agreement”), dated January 25, 2007,
among RESIDENTIAL FUNDING COMPANY, LLC, a Delaware limited liability company
(“RFC”), XXXXXXXXXX SECURITIES, LP, a Delaware limited partnership (the
“Seller”), and STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., a Delaware limited
liability company (the “Purchaser”).
Preliminary
Statement
The
Seller intends to sell the Mortgage Loans (as hereinafter identified) to
the
Purchaser on the terms and subject to the conditions set forth in this
Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage
pool comprising the Trust Fund. The Trust Fund will be evidenced by a single
series of mortgage pass-through certificates designated as Xxxxxxxxxx Mortgage
Loan Trust, Series 2007-RFC1 Asset-Backed Pass-Through Certificates (the
“Certificates”). The Certificates will consist of eighteen classes of
certificates and will be issued pursuant to a Pooling and Servicing Agreement,
dated as of January 1, 2007 (the “Pooling and Servicing Agreement”), among the
Purchaser as depositor, RFC as servicer (the “Servicer”), and Xxxxx Fargo Bank,
N.A. as trustee (the “Trustee”). Capitalized terms used but not defined herein
shall have the meanings set forth in the Pooling and Servicing
Agreement.
The
parties hereto agree as follows:
Section
1. Agreement
to Purchase.
The
Seller agrees to sell and the Purchaser agrees to purchase, on or before
January
25, 2007 (the “Closing Date”), certain adjustable-rate and fixed-rate,
interest-only, balloon and fully-amortizing, first lien and second lien,
closed-end, subprime mortgage loans purchased by the Seller from RFC (the
“Mortgage Loans”), having a scheduled principal balance as of the close of
business on January 1, 2007 (the “Cut-off Date”) of approximately $886,526,948
(the “Closing Balance”), after giving effect to all payments due on the Mortgage
Loans on or before the Cut-off Date, whether or not received including the
right
to any Prepayment Charges payable by the related Mortgagors in connection
with
any Principal Prepayments on the Mortgage Loans, on a servicing-retained
basis.
Section
2. Mortgage
Loan Schedule.
The
Purchaser and the Seller have agreed upon which of the Mortgage Loans are
to be
purchased by the Purchaser pursuant to this Agreement and the Seller will
prepare or cause to be prepared on or prior to the Closing Date a final schedule
(the “Closing Schedule”) that shall describe such Mortgage Loans and set forth
all of the Mortgage Loans to be purchased under this Agreement, including
the
Prepayment Charges. The Closing Schedule will conform to the requirements
set
forth in this Agreement and, with respect to the Mortgage Loans subject to
this
Agreement, to the definition of “Mortgage Loan Schedule” under the Pooling and
Servicing Agreement. The Closing Schedule shall be used as part of the Mortgage
Loan Schedule under the Pooling and Servicing Agreement and shall be based
on
information provided by RFC.
Section
3. Consideration.
(a) In
consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
shall, as described in Section 8, pay to or upon the order of the Seller
in
immediately available funds an amount (the “Purchase Price”) equal to (i) the
net sale proceeds of the Class A Certificates and the Mezzanine Certificates
(other than the Class M-10 Certificates) and (ii) the Class M-10 Certificates,
the Class CE Certificates and the Class P Certificates.
(b) The
Purchaser or any assignee, transferee or designee of the Purchaser shall
be
entitled to all scheduled payments of principal due after the Cut-off Date,
all
other payments of principal due and collected after the Cut-off Date, and
all
payments of interest on the Mortgage Loans allocable to the period after
the
Cut-off Date. All scheduled payments of principal and interest due on or
before
the Cut-off Date and collected after the Cut-off Date shall belong to
RFC.
(c) Pursuant
to the Pooling and Servicing Agreement, the Purchaser will assign all of
its
right, title and interest in and to the Mortgage Loans, together with its
rights
under this Agreement, to the Trustee for the benefit of the
Certificateholders.
Section
4. Transfer
of the Mortgage Loans.
(a) Possession
of Mortgage Files.
The
Seller does hereby sell, and in connection therewith hereby assigns, to the
Purchaser, effective as of the Closing Date, without recourse but subject
to the
terms of this Agreement, all of its right, title and interest in, to and
under
the Mortgage Loans, including the related Prepayment Charges. The contents
of
each Mortgage File not delivered to the Purchaser or to any assignee, transferee
or designee of the Purchaser on or prior to the Closing Date are and shall
be
held in trust by the Seller for the benefit of the Purchaser or any assignee,
transferee or designee of the Purchaser. Upon the sale of the Mortgage Loans,
the ownership of each Mortgage Note, the related Mortgage and the other contents
of the related Mortgage File is vested in the Purchaser and the ownership
of all
records and documents with respect to the related Mortgage Loan prepared
by or
that come into the possession of the Seller on or after the Closing Date
shall
immediately vest in the Purchaser and shall be delivered immediately to the
Purchaser or as otherwise directed by the Purchaser.
(b) Delivery
of Mortgage Loan Documents.
The
Seller will, on or prior to the Closing Date, deliver or cause to be delivered
to the Purchaser or any assignee, transferee or designee of the Purchaser
each
of the following documents for each Mortgage Loan:
(i) the
original Mortgage Note, endorsed in blank or in the following form “Pay to the
order of Xxxxx Fargo Bank, N.A., as Trustee under the applicable agreement,
without recourse,” with all prior and intervening endorsements showing a
complete chain of endorsement from the originator to the Person so endorsing
to
the Trustee;
(ii) the
original Mortgage (noting the presence of the MIN of the Mortgage Loan and
language indicating that the Mortgage Loan is a MOM Loan if the Mortgage
Loan is
a MOM Loan) with evidence of recording thereon, and the original recorded
power
of attorney, if the Mortgage was executed pursuant to a power of attorney,
with
evidence of recording thereon;
(iii) unless
the Mortgage Loan is registered on the MERS® System, an original Assignment in
blank;
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(iv) the
original recorded Assignment or Assignments showing a complete chain of
assignment from the originator to the Person assigning the Mortgage to the
Trustee (or to MERS if the Mortgage Loan is registered on the MERS® System and
noting the presence of MIN) as contemplated by the immediately preceding
clause
(iii); and
(v) the
original or copies of each assumption, modification or substitution agreement,
if any.
With
respect to a maximum of approximately 2.0% of the Original Mortgage Loans,
by
outstanding principal balance of the Original Mortgage Loans as of the Cut-off
Date, if any original Mortgage Note referred to in Section 4(b)(i) above
cannot
be located, the obligations of the Seller to deliver such documents shall
be
deemed to be satisfied upon delivery to the Purchaser of a photocopy of such
Mortgage Note, if available, with a lost note affidavit substantially in
the
form of Exhibit H attached to the Pooling and Servicing Agreement. If any
of the
original Mortgage Notes for which a lost note affidavit was delivered to
the
Purchaser is subsequently located, such original Mortgage Note shall be
delivered to the Purchaser within three Business Days.
If
any of
the documents referred to in Sections 4(b)(ii), (iii) or (iv) above has,
as of
the Closing Date, been submitted for recording but either (x) has not been
returned from the applicable public recording office or (y) has been lost
or
such public recording office has retained the original of such document,
the
obligations of the Seller to deliver such documents shall be deemed to be
satisfied upon (1) delivery to the Purchaser of a copy of each such document
certified by RFC in the case of (x) above or the applicable public recording
office in the case of (y) above to be a true and complete copy of the original
that was submitted for recording and (2) if such copy is certified by RFC,
delivery to the Purchaser promptly upon receipt thereof of either the original
or a copy of such document certified by the applicable public recording office
to be a true and complete copy of the original. Notice shall be provided
to the
Purchaser and the Trustee by the Seller if delivery pursuant to clause (2)
above
will be made more than 180 days after the Closing Date. The Seller shall
deliver
or cause to be delivered to the Purchaser promptly upon receipt thereof any
other original documents constituting a part of a Mortgage File received
with
respect to any Mortgage Loan, including, but not limited to, any original
documents evidencing an assumption or modification of any Mortgage
Loan.
Except
with respect to any Mortgage Loan for which MERS is identified on the Mortgage,
the Seller shall (at the expense of RFC) promptly (within sixty Business
Days
following the later of the Closing Date and the date of receipt by the Seller
of
the recording information for a Mortgage, but in no event later than ninety
days
following the Closing Date) submit or cause to be submitted for recording,
at no
expense to the Trust Fund, the Trustee or the Purchaser, in the appropriate
public office for real property records, each Assignment referred to in Sections
4(b)(iii) and (iv) above and the Seller shall execute each original Assignment
or cause each original Assignment to be executed in the following form: “Xxxxx
Fargo Bank, N.A., as Trustee under the applicable agreement.” In the event that
any such Assignment is lost or returned unrecorded because of a defect therein,
the Seller shall promptly prepare or cause to be prepared a substitute
Assignment or cure or cause to be cured such defect, as the case may be,
and
thereafter cause each such Assignment to be duly recorded.
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Notwithstanding
the foregoing, however, for administrative convenience and facilitation of
servicing and to reduce closing costs, the Assignments shall not be required
to
be submitted for recording (except with respect to any Mortgage Loan located
in
Maryland) unless the Trustee or the Purchaser receives notice that such failure
to record would result in a withdrawal or a downgrading by any Rating Agency
of
the rating on any Class of Certificates; provided,
however,
the
Seller shall submit or cause to be submitted each Assignment for recording
in
the manner described above, except with respect to any Mortgage Loan for
which
MERS is identified on the Mortgage, at the expense of RFC and at no expense
to
the Trust Fund or the Trustee, upon the earliest to occur of: (i) written
direction by Holders of Certificates entitled to at least 25% of the Voting
Rights, (ii) the occurrence of a Servicer Event of Default, (iii) the occurrence
of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv)
the
occurrence of a servicing transfer as described in Section 7.02 of the Pooling
and Servicing Agreement, (v) with respect to any one Assignment, the occurrence
of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under
the
related Mortgage and (vi) any Mortgage Loan that is 90 days or more delinquent.
Upon receipt of written notice that recording of the Assignments is required
pursuant to one or more of the conditions set forth in the preceding sentence,
the Seller shall be required to deliver such Assignments or shall cause such
Assignments to be delivered within 30 days following receipt of such
notice.
Each
original document relating to a Mortgage Loan which is not delivered to the
Purchaser or its assignee, transferee or designee, if held by the Seller,
shall
be so held for the benefit of the Purchaser, its assignee, transferee or
designee.
(c) Acceptance
of Mortgage Loans.
The
documents delivered pursuant to Section 4(b) hereof shall be reviewed by
the
Purchaser or any assignee, transferee or designee of the Purchaser at any
time
before or after the Closing Date (and with respect to each document permitted
to
be delivered after the Closing Date, within seven days of its delivery) to
ascertain that all required documents have been executed and received and
that
such documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule.
(d) Transfer
of Interest in Agreements.
The
Purchaser has the right to assign its interest under this Agreement, in whole
or
in part, to the Trustee, as may be required to effect the purposes of the
Pooling and Servicing Agreement, without the consent of the Seller or RFC,
and
the assignee shall succeed to the rights and obligations hereunder of the
Purchaser. Any expense reasonably incurred by or on behalf of the Purchaser
or
the Trustee in connection with enforcing any obligations of the Seller or
RFC
under this Agreement will be promptly reimbursed by the Seller or RFC, as
applicable.
(e) Examination
of Mortgage Files.
Prior
to the Closing Date, the Seller shall either (i) deliver in escrow to the
Purchaser, or to any assignee, transferee or designee of the Purchaser for
examination, the Mortgage File pertaining to each Mortgage Loan or (ii) make
such Mortgage Files available to the Purchaser or to any assignee, transferee
or
designee of the Purchaser for examination. Such examination may be made by
the
Purchaser or the Trustee, and their respective designees, upon reasonable
notice
to the Seller during normal business hours before the Closing Date and within
60
days after the Closing Date. If any such person makes such examination prior
to
the Closing Date and identifies any Mortgage Loans that do not conform to
the
requirements of the Purchaser as described in this Agreement, such Mortgage
Loans shall be deleted from the Closing Schedule. The Purchaser may, at its
option and without notice to the Seller, purchase all or part of the Mortgage
Loans without conducting any partial or complete examination. The fact that
the
Purchaser or any person has conducted or has failed to conduct any partial
or
complete examination of the Mortgage Files shall not affect the rights of
the
Purchaser or any assignee, transferee or designee of the Purchaser to demand
repurchase or other relief as provided herein or under the Pooling and Servicing
Agreement.
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Section
5. Representations,
Warranties and Covenants of RFC and the Seller.
(a) RFC
hereby represents and warrants to the Seller and the Purchaser, as of the
date
hereof and as of the Closing Date, and covenants, that:
(i) RFC
is
duly organized, validly existing and in good standing under the laws of the
state of Delaware and is and will remain in compliance with the laws of each
state in which any Mortgaged Property is located to the extent necessary
to
ensure the enforceability of each Mortgage Loan and the servicing of the
Mortgage Loan in accordance with the terms of this Agreement. No licenses
or
approvals obtained by RFC have been suspended or revoked by any court,
administrative agency, arbitrator or governmental body and no proceedings
are
pending which might result in such suspension or revocation;
(ii) RFC
has
the full power and authority to hold each Mortgage Loan, to sell each Mortgage
Loan, and to execute, deliver and perform, and to enter into and consummate,
all
transactions contemplated by this Agreement. RFC has duly authorized the
execution, delivery and performance of this Agreement, has duly executed
and
delivered this Agreement, and this Agreement, assuming due authorization,
execution and delivery by the Purchaser, constitutes a legal, valid and binding
obligation of RFC, enforceable against it in accordance with its terms except
to
the extent that (i) the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, receivership, reorganization, or other similar laws
relating to creditors’ rights generally and (ii) the remedy of specific
performance and injunctive relief and other forms of equitable relief may
be
subject to the equitable defenses and to the discretion of the court before
which any proceeding therefore may be brought;
(iii) The
execution and delivery of this Agreement by RFC and the performance of and
compliance with the terms of this Agreement will not violate RFC’s certificate
of formation or limited liability company agreement or constitute a material
default under or result in a material breach or acceleration of, any material
contract, agreement or other instrument to which RFC is a party or which
may be
applicable to RFC or its assets;
(iv) RFC
is
not in violation of, and the execution and delivery of this Agreement by
RFC and
its performance and compliance with the terms of this Agreement will not
constitute a violation with respect to, any order or decree of any court
or any
order or regulation of any federal, state, municipal or governmental agency
having jurisdiction over RFC or its assets, which violation might have
consequences that would materially and adversely affect the condition (financial
or otherwise) or the operation of RFC or its assets or might have consequences
that would materially and adversely affect the performance of its obligations
and duties hereunder;
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(v) RFC
does
not believe, nor does it have any reason or cause to believe, that it cannot
perform each and every covenant of RFC contained in this Agreement;
(vi) There
are
no actions or proceedings against, or investigations of, RFC before any court,
administrative or other tribunal (A) that might prohibit its entering into
this
Agreement, (B) seeking to prevent the consummation of the transactions
contemplated by this Agreement or (C) that might prohibit or materially and
adversely affect the performance by RFC of its obligations under, or the
validity or enforceability of, this Agreement;
(vii) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by RFC of, or
compliance by RFC with, this Agreement or the consummation of the transactions
contemplated by this Agreement, except for such consents, approvals,
authorizations or orders, if any, that have been obtained prior to the Closing
Date;
(viii) The
consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of RFC; and
(ix) Neither
this Agreement nor any written statement, report or other document prepared
and
furnished by RFC pursuant to this Agreement or in connection with the
transactions contemplated hereby contains any untrue statement of material
fact;
(x) RFC
has
serviced the Mortgage Loans in accordance with the terms of the Master Mortgage
Loan Purchase and Servicing Agreement between RFC as a Seller and Xxxxxxxxxx
Securities, LP dated as of December 28, 2006 (the “Whole Loan Agreement”), and
complied with all covenants and obligations thereunder.
(b) The
Seller hereby represents and warrants to RFC and the Purchaser, as of the
date
hereof and as of the Closing Date, and covenants, that:
(i) The
Seller is duly organized, validly existing and in good standing as a limited
partnership under the laws of the State of Delaware with full limited
partnership power and authority to conduct its business as presently conducted
by it to the extent material to the consummation of the transactions
contemplated herein. The Seller has the full limited partnership power and
authority to own the Mortgage Loans and to transfer and convey the Mortgage
Loans to the Purchaser and has the full limited partnership power and authority
to execute and deliver, engage in the transactions contemplated by, and perform
and observe the terms and conditions of this Agreement;
(ii) The
Seller has duly authorized the execution, delivery and performance of this
Agreement, has duly executed and delivered this Agreement, and this Agreement,
assuming due authorization, execution and delivery by RFC and the Purchaser,
constitutes a legal, valid and binding obligation of the Seller, enforceable
against it in accordance with its terms except as the enforceability thereof
may
be limited by bankruptcy, insolvency or reorganization;
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(iii) The
execution, delivery and performance of this Agreement by the Seller (x) does
not
conflict and will not conflict with, does not breach and will not result
in a
breach of and does not constitute and will not constitute a default (or an
event, which with notice or lapse of time or both, would constitute a default)
under (A) any terms or provisions of the certificate of formation or limited
partnership agreement of the Seller, (B) any term or provision of any material
agreement, contract, instrument or indenture, to which the Seller is a party
or
by which the Seller or any of its property is bound or (C) any law, rule,
regulation, order, judgment, writ, injunction or decree of any court or
governmental authority having jurisdiction over the Seller or any of its
property and (y) does not create or impose and will not result in the creation
or imposition of any lien, charge or encumbrance which would have a material
adverse effect upon the Mortgage Loans or any documents or instruments
evidencing or securing the Mortgage Loans;
(iv) No
consent, approval, authorization or order of, registration or filing with,
or
notice on behalf of the Seller to any governmental authority or court is
required, under federal laws or the laws of the State of Delaware, for the
execution, delivery and performance by the Seller of, or compliance by the
Seller with, this Agreement or the consummation by the Seller of any other
transaction contemplated hereby; provided, however, that the Seller makes
no
representation or warranty regarding federal or state securities laws in
connection with the sale or distribution of the Certificates;
(v) This
Agreement does not contain any untrue statement of material fact or omit
to
state a material fact necessary to make the statements contained herein not
misleading. The written statements, reports and other documents furnished
by the
Seller pursuant to this Agreement or in connection with the transactions
contemplated hereby taken in the aggregate do not contain any untrue statement
of material fact or omit to state a material fact necessary to make the
statements contained therein not misleading;
(vi) The
Seller is not in violation of, and the execution and delivery of this Agreement
by the Seller and its performance and compliance with the terms of this
Agreement will not constitute a violation with respect to, any order or decree
of any court or any order or regulation of any federal, state, municipal
or
governmental agency having jurisdiction over the Seller or its assets, which
violation might have consequences that would materially and adversely affect
the
condition (financial or otherwise) or the operation of the Seller or its
assets
or might have consequences that would materially and adversely affect the
performance of its obligations and duties hereunder;
(vii) The
Seller does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant contained in this
Agreement;
(viii) Immediately
prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
the Seller will be the owner of the related Mortgage and the indebtedness
evidenced by the related Mortgage Note, and, upon the payment to the Seller
of
the Purchase Price, in the event that the Seller retains or has retained
record
title, the Seller shall retain such record title to each Mortgage, each related
Mortgage Note and the related Mortgage Files with respect thereto in trust
for
the Purchaser as the owner thereof from and after the date hereof;
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(ix) There
are
no actions or proceedings against, or investigations known to it of, the
Seller
before any court, administrative or other tribunal (A) that might prohibit
its
entering into this Agreement, (B) seeking to prevent the sale of the Mortgage
Loans by the Seller or the consummation of the transactions contemplated
by this
Agreement or (C) that might prohibit or materially and adversely affect the
performance by the Seller of its obligations under, or validity or
enforceability of, this Agreement;
(x) The
consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Seller, and the transfer, assignment and
conveyance of the Mortgage Notes and the Mortgages by the Seller are not
subject
to the bulk transfer or any similar statutory provisions;
(xi) The
Seller has not dealt with any broker, investment banker, agent or other person,
except for the Purchaser or any of its affiliates, that may be entitled to
any
commission or compensation in connection with the sale of the Mortgage
Loans;
(xii) There
is
no litigation currently pending or, to the best of the Seller’s knowledge
without independent investigation, threatened against the Seller that would
reasonably be expected to adversely affect the transfer of the Mortgage Loans,
the issuance of the Certificates or the execution, delivery, performance
or
enforceability of this Agreement, or that would result in a material adverse
change in the financial condition of the Seller;
(xiii) The
Seller is solvent and will not be rendered insolvent by the consummation
of the
transactions contemplated hereby. The Seller is not transferring any Mortgage
loan with any intent to hinder, delay or defraud any of its creditors;
and
(xiv) The
Seller makes each of the additional representations and warranties set forth
on
Schedule I hereto.
Section
6. Representations
and Warranties of RFC Relating to the Mortgage Loans.
RFC
hereby represents and warrants to the Seller and the Purchaser that as to
each
Mortgage Loan as of the Closing Date or as of such other date as specified
herein:
(1) The
information set forth in the related Mortgage Loan Schedule and the Mortgage
Loan Data Tape delivered to the Purchaser is complete, true and correct as
of
the Cut-Off Date, unless another date is set forth in the Mortgage Loan
Schedule;
(2) The
Mortgage Loan is in compliance with all requirements set forth in the Commitment
Letter, and the characteristics of the related Mortgage Loan Package as set
forth in the related Commitment Letter are true and correct;
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(3) Each
document or instrument in the related Mortgage File is in a form prescribed
in
the Program Guide and neither RFC nor any Affiliate has made any representations
to a Mortgagor that are inconsistent with the mortgage instruments
used;
(4) Except
with respect to payments not yet 30 days past due, all payments required
to be
made up to the close of business on the related Closing Date for such Mortgage
Loan under the terms of the Mortgage Note have been made; the Servicer has
not
advanced funds, or induced, solicited or knowingly received any advance of
funds
from a party other than the owner of the related Mortgaged Property, directly
or
indirectly, for the payment of any amount required by the Mortgage Note or
Mortgage; and except with respect to payments not yet 30 days past due, there
has been no delinquency, exclusive of any period of grace, in any payment
by the
Mortgagor thereunder since the origination of the Mortgage Loan;
(5) There
are
no delinquent taxes, ground rents, water and municipal charges, sewer rents,
assessments, leasehold payments, or other outstanding charges that will result
in a lien prior to, or equal with, the lien of the related
Mortgage;
(6) The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, recorded, or in the
process of being recorded, in the applicable public recording office if
necessary to maintain the lien priority of the Mortgage, and which have been
delivered or will be delivered to the Custodian on behalf of the Purchaser;
the
substance of any such waiver, alteration or modification has been approved
by
the insurer under the Primary Insurance Policy or LPMI Policy, if any, and
the
title insurer, in each case to the extent required by the related policy,
and is
reflected on the related Mortgage Loan Schedule. No instrument of waiver,
alteration or modification has been executed, and no Mortgagor has been
released, in whole or in part, except in connection with an assumption agreement
approved by the insurer under the Primary Insurance Policy or LPMI Policy,
if
any, and the title insurer, in each case to the extent required by the policy,
and which assumption agreement has been delivered to the Custodian and the
terms
of which are reflected in the related Mortgage Loan Schedule;
(7) The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including, without limitation, the defense
of
usury, nor will the operation of any of the terms of the Mortgage Note and/or
the Mortgage, or the exercise of any right thereunder, render the Mortgage
Note
or the Mortgage unenforceable, in whole or in part, or subject to any right
of
rescission, set-off, counterclaim or defense, including the defense of usury
and
no such right of rescission, set-off, counterclaim or defense has been asserted
with respect thereto, and no Mortgagor was a debtor in any state or federal
bankruptcy or insolvency proceeding at the time the Mortgage Loan was
originated;
(8) All
buildings or other improvements upon the Mortgaged Property are insured by
an
insurer acceptable to Xxxxxx Xxx and Xxxxxxx Mac against loss by fire, hazards
of extended coverage and such other hazards as are customary in the area
where
the Mortgaged Property is located, pursuant to insurance policies conforming
to
the requirements of the Program Guide. All such insurance policies contain
a
standard mortgagee clause naming the Servicer, its successors and assigns
as
mortgagee and no premiums thereon are delinquent. If the Mortgaged Property
is
in an area identified on a Flood Hazard Map or Flood Insurance Rate Map issued
by the Federal Emergency Management Agency as having special flood hazards
(and
such flood insurance has been made available), a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration with a generally acceptable insurance carrier, in the amount
described in the Program Guide (and to the extent required in the Program
Guide)
is in effect, which policy conforms to the requirements of Fannie
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Mae
and
Xxxxxxx Mac. The Mortgage obligates the Mortgagor thereunder to obtain and
maintain all such insurance at the Mortgagor’s cost and expense, and on the
Mortgagor’s failure to do so, authorizes the holder of the Mortgage to obtain
and maintain such insurance at Mortgagor’s cost and expense and to seek
reimbursement therefor from the Mortgagor. The hazard insurance policy is
the
valid and binding obligation of the insurer, is in full force and effect,
and
will be in full force and effect and inure to the benefit of the Servicer
upon
the consummation of the transactions contemplated by this Agreement. RFC
has not
engaged in, and has no knowledge of the Mortgagor’s having engaged in, any act
or omission that would impair the coverage of any such policy, the benefits
of
the endorsement provided for herein, or the validity and binding effect of
either, including, without limitation, no unlawful fee, commission, kickback
or
other unlawful compensation or value of any kind has been or will be received,
retained or realized by any attorney, firm or other person or entity, and
no
such unlawful items have been received, retained or realized by
RFC;
(9) Each
Mortgage Loan and, if any, the related Prepayment Charge complied in all
material respects with any and all requirements of any federal, state or
local
law including, without limitation, usury, truth in lending, real estate
settlement procedures, consumer credit protection, equal credit opportunity,
fair housing or disclosure laws; all predatory and abusive lending laws
applicable to the origination and servicing of mortgage loans of a type similar
to the Mortgage Loans have been complied with and the consummation of the
transactions contemplated hereby will not involve the violation of any such
laws
or regulations;
(10) The
Mortgage has not been satisfied, cancelled, subordinated or rescinded, in
whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission
or
release. RFC has not waived the performance by the Mortgagor of any action,
if
the Mortgagor’s failure to perform such action would cause the Mortgage Loan to
be in default, nor has RFC waived any default resulting from any action or
inaction by the Mortgagor;
-10-
(11) The
related Mortgage is properly recorded and is a valid, existing and enforceable
(A) first lien and first priority security interest with respect to each
Mortgage Loan which is indicated by the Servicer to be a First Lien (as
reflected on the related Mortgage Loan Schedule), or (B) second lien and
second
priority security interest with respect to each Mortgage Loan which is indicated
by the Servicer to be a Second Lien Mortgage Loan (as reflected on the Mortgage
Loan Schedule), in either case, on the Mortgaged Property, including all
buildings and improvements on the Mortgaged Property and all additions,
alterations and replacements made with respect to the foregoing. The lien
of the
Mortgage is subject only to (a) the lien of current real property taxes and
assessments not yet due and payable, (b) covenants, conditions and restrictions,
rights of way, easements and other matters of the public record as of the
date
of recording that are
permitted under Accepted Servicing Practices generally and specifically referred
to in the lender’s title insurance policy delivered upon origination of the
Mortgage Loan and which do not adversely affect the Value of the Mortgaged
Property, (c) other matters to which like properties are commonly subject
which
do not materially interfere with the benefits of the security intended to
be
provided by the Mortgage or the use, enjoyment, value or marketability of
the
related Mortgaged Property and (d) with respect to each Mortgage Loan that
is
indicated by the Servicer to be a Second Lien Mortgage Loan (as reflected
on the
Mortgage Loan Schedule), a First Lien on the Mortgaged Property. Any security
agreement, chattel mortgage or equivalent document related to and delivered
in
connection with the Mortgage Loan establishes and creates a valid, existing
and
enforceable (A) first lien and first priority security interest with respect
to
each Mortgage Loan which is indicated by the Servicer to be a First Lien
(as
reflected on the Mortgage Loan Schedule), or (B) second lien and second priority
security interest with respect to each Mortgage Loan which is indicated by
the
Servicer to be a Second Lien Mortgage Loan (as reflected on the Mortgage
Loan
Schedule), in either case, on the property described therein and RFC had
full
right to sell and assign the same to the Seller;
(12) The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the Mortgagor and enforceable by the Purchaser
against
such Mortgagor in accordance with its terms, except only as such enforcement
may
be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors’ rights generally and by
law;
(13) All
parties to the Mortgage Note, the Mortgage and any other related agreement
had
legal capacity to enter into the Mortgage Loan, to execute and deliver the
Mortgage Note, the Mortgage and any other related agreement and to pledge,
grant
or convey the interest therein purported to be conveyed, and the Mortgage
Note,
the Mortgage and any other related agreement have been duly and properly
executed by such parties. The Mortgagor is a natural person;
(14) The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement and as to disbursements of any escrow funds therefor
have
been complied with. All costs, fees and expenses incurred in making or closing
the Mortgage Loan and the recording of the Mortgage have been paid, and the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
(15) No
Mortgagor was required to purchase any credit life, disability, accident
or
health insurance product as a condition of obtaining the extension of credit.
No
Mortgagor obtained a prepaid single premium credit life, disability, accident
or
health insurance policy in connection with the origination of the Mortgage
Loan.
No proceeds from any Mortgage Loan were used to purchase single-premium credit
insurance policies;
-11-
(16) Immediately
prior to the transfer and assignment of the Mortgage Loans by RFC to the
Seller
on December 28, 2006 and January 11, 2007, as applicable, in accordance with
the
Whole Loan Agreement, RFC held good, marketable and indefeasible title to,
and
was the sole legal, beneficial and equitable owner of, the Mortgage Loans.
RFC
has not done, by act or omission, anything which would impair the Seller’s good,
marketable and indefeasible title to the Mortgage Loans since December 28,
2006
and January 11, 2007, as applicable. RFC had full right and authority under
all
governmental and regulatory bodies having jurisdiction over RFC, subject
to no
interest or participation of, or agreement with, any party, to transfer and
sell
the Mortgage Loans to the Seller free and clear of any encumbrance or right
of
others, equity, lien, pledge, charge, mortgage, claim, participation interest
or
security interest of any nature (collectively, a “Lien”)
and
immediately upon the transfers and assignments contemplated in the Whole
Loan
Agreement, RFC shall have transferred and sold all of its right, title and
interest in and to each Mortgage Loan and the Seller will hold good, marketable
and indefeasible title to, and be the owner of, each Mortgage Loan subject
to no
Lien other than any Lien arising through the Seller;
(17) All
parties which have had any interest in the Mortgage Loan, whether as originator,
mortgagee, assignee, pledgee or otherwise, are (or, during the period in
which
they held and disposed of such interest, were): (A) organized under the laws
of
such state, or (B) qualified to do business in such state, or (C) federal
savings and loan associations or national banks having principal offices
in such
state, or (D) not doing business in such state so as to require qualification
or
licensing, or (E) not otherwise required to be licensed in such state. All
parties which have had any interest in the Mortgage Loan were in compliance
with
any and all applicable “doing business” and licensing requirements of the laws
of the state wherein the Mortgaged Property is located or were not required
to
be licensed in such state;
(18) On
the
date of its origination and on the Closing Date, the Mortgage Loan was and
is
covered by an American Land Title Association (“ALTA”)
lender’s title insurance policy (which, in the case of an Adjustable Rate
Mortgage Loan has an adjustable rate mortgage endorsement in the form of
ALTA
6.0 or 6.1) acceptable to Xxxxxx Xxx and Xxxxxxx Mac, issued by a title insurer
acceptable to Xxxxxx Mae and Xxxxxxx Mac and qualified to do business in
the
jurisdiction where the Mortgaged Property is located, insuring (subject to
the
exceptions contained above in (11)(a) and (b) and, with respect to each Mortgage
Loan which is indicated by the Servicer to be a Second Lien Mortgage Loan
(as
reflected on the Mortgage Loan Schedule), clause (d)) the Servicer, its
successors and assigns as to the first priority lien of the Mortgage in the
original principal amount of the Mortgage Loan and, with respect to any
Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity
or
unenforceability of the lien resulting from the provisions of the Mortgage
providing for adjustment in the Mortgage Interest Rate and Monthly Payment.
Additionally, such lender’s title insurance policy affirmatively insures ingress
and egress to and from the Mortgaged Property, and against encroachments
by or
upon the Mortgaged Property or any interest therein. The Servicer is the
sole
insured of such lender’s title insurance policy, and such lender’s title
insurance policy is valid and remains in full force and effect and will be
in
full force and effect upon the consummation of the transactions contemplated
by
this Agreement. No claims have been made under such lender’s title insurance
policy, and no prior holder of the related Mortgage, including RFC, has done,
by
act or omission, anything which would impair the coverage of such lender’s title
insurance policy including, without limitation, no unlawful fee, commission,
kickback or other unlawful compensation or value of any kind has been or
will be
received, retained or realized by any attorney, firm or other person or entity,
and no such unlawful items have been received, retained or realized by
RFC;
-12-
(19) There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the Mortgage Note and no event that, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration, and neither RFC nor
any
other entity involved in originating or servicing a Mortgage Loan has waived
any
default, breach, violation or event of acceleration. With respect to each
Mortgage Loan which is indicated by the Servicer to be a Second Lien Mortgage
Loan (as reflected on the Mortgage Loan Schedule) (i) the First Lien is in
full
force and effect, (ii) there is no default, breach, violation or event of
acceleration existing under such First Lien mortgage or the related mortgage
note, (iii) no event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration thereunder, and either (A) the First Lien
mortgage contains a provision which allows or (B) applicable law requires,
the
mortgagee under the Second Lien Mortgage Loan to receive notice of, and affords
such mortgagee an opportunity to cure any default by payment in full or
otherwise under the First Lien mortgage;
(20) There
are
no mechanics’ or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under law could give rise
to
such lien) affecting the related Mortgaged Property that are or may be liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
(21) As
of the
date of origination of the Mortgage Loan, all improvements which were considered
in determining the Value of the related Mortgaged Property lay wholly within
the
boundaries and building restriction lines of the Mortgaged Property, and
no
improvements on adjoining properties encroach upon the Mortgaged
Property;
(22) Principal
payments on the Mortgage Loan shall commence (with respect to any newly
originated Mortgage Loans) or commenced no more than sixty-six (66) days
after
the proceeds of the Mortgage Loan were disbursed and, in the case of any
Mortgage Loan where the monthly payment commenced more than sixty (60) days
after disbursement, the initial payment required under the Mortgage Loan
has
been made. The Mortgage Loan bears interest at the Mortgage Rate. With respect
to each Mortgage Loan, the Mortgage Note is payable, except as indicated
on the
Mortgage Loan Schedule, in Monthly Payments that, in the case of a Fixed
Rate
Mortgage Loan, are sufficient to fully amortize the original principal balance
over the original term thereof, of not more than 40 years, and to pay interest
at the related Mortgage Rate, and, in the case of an Adjustable Rate Mortgage
Loan, are changed on each Adjustment Date, and in any case, are sufficient
to
fully amortize the original principal balance over the original term thereof
and
to pay interest at the related Mortgage Rate. The Index for each Adjustable
Rate
Mortgage Loan is as defined in the the Mortgage Loan Schedule. With respect
to
each Mortgage Loan identified on the Mortgage Loan Schedule as an interest-only
Mortgage Loan, the interest-only period shall not exceed the period specified
on
the Mortgage Loan Schedule and following the expiration of such interest-only
period, the remaining Monthly Payments shall be sufficient to fully amortize
the
original principal balance over the remaining term of the Mortgage Loan.
The
Mortgage Note does not permit negative amortization. No Mortgage Loan is
a
convertible Mortgage Loan;
-13-
(23) The
origination practices used by each originator and collection practices used
by
the Servicer with respect to each Mortgage Note and Mortgage have been in
all
respects legal, proper, prudent and customary in the mortgage origination
and
servicing industry and in accordance with Accepted Servicing Practices. The
Mortgage Loan has been serviced by the Servicer and any predecessor servicer
in
accordance with all applicable laws, rules, regulations and the terms of
the
Mortgage Note and Mortgage;
(24) With
respect to escrow deposits and Escrow Payments (other than with respect to
each
Mortgage Loan which is indicated by the Servicer to be a Second Lien Mortgage
Loan and for which the mortgagee under the First Lien is collecting Escrow
Payments (as reflected on the Mortgage Loan Schedule)), if any, all such
payments are in the possession of, or under the control of, the Servicer
and
there exist no deficiencies in connection therewith for which customary
arrangements for repayment thereof have not been made. An escrow of funds
is not
prohibited by applicable law with respect to any Mortgage Loan for which
such
escrow of funds has been established. No escrow deposits or Escrow Payments
or
other charges or payments due the Servicer have been capitalized under any
Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
Payments are being held by the Servicer for any work on a Mortgaged Property
which has not been completed;
(25) All
Mortgage Interest Rate adjustments have been made in strict compliance with
state and federal law and the terms of the related Mortgage Note. If, pursuant
to the terms of the Mortgage Note, another index was selected for determining
the Mortgage Rate, the same index was used with respect to each Mortgage
Note
with the same initial index which required a new index to be selected, and
such
selection did not conflict with the terms of the related Mortgage Note. The
Servicer executed and delivered any and all notices required under applicable
law and the terms of the related Mortgage Note and Mortgage regarding the
Mortgage Rate and the monthly payment adjustments. Any interest required
to be
paid pursuant to state, federal and local law has been properly paid and
credited;
(26) The
Mortgaged Property is undamaged by waste, earthquake or earth movement,
windstorm, flood, tornado or other casualty, so as to affect adversely the
value
of the Mortgaged Property as security for the Mortgage Loan or the use for
which
the premises were intended and there is no proceeding pending or threatened
for
the total or partial condemnation thereof nor is such a proceeding currently
occurring;
-14-
(27) The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (b) otherwise by judicial or non-judicial
foreclosure. Upon default by a Mortgagor on a Mortgage Loan and foreclosure
on,
or trustee’s sale of, the Mortgaged Property pursuant to the proper procedures,
the holder of the Mortgage Loan will be able to deliver good and merchantable
title to the Mortgaged Property. The Mortgagor has not been subject to any
bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not
filed
for protection under applicable bankruptcy laws except as permitted under
the
Program Guide. There is no homestead or other exemption available to the
Mortgagor which would materially interfere with the right to sell the Mortgaged
Property at a trustee’s sale or the right to foreclose the Mortgage subject to
applicable federal and state laws and judicial precedent with respect to
bankruptcy and rights of redemption. The Mortgagor has not notified the Servicer
and the Servicer has no knowledge of any relief requested or allowed to the
Mortgagor under the Servicemembers Civil Relief Act, as amended;
(28) The
Mortgage Loan was in all material respects underwritten in accordance with
the
Program Guide (including any exceptions set forth therein) in effect at the
time
the Mortgage Loan was originated;
(29) The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage;
(30) The
Mortgage Note is comprised of one original promissory note;
(31) The
Mortgage File contains an appraisal of the related Mortgaged Property which
(A)
satisfied the standards of Xxxxxx Xxx and Xxxxxxx Mac, (B) was conducted
generally in accordance with the Program Guide and included an assessment
of the
fair market value of the related Mortgaged Property at the time of such
appraisal, and (C) was made and signed, prior to the approval of the Mortgage
Loan application, by a qualified appraiser, duly appointed by RFC, who had
no
interest, direct or indirect in the Mortgaged Property or in any loan made
on
the security thereof, whose compensation is not affected by the approval
or
disapproval of the Mortgage Loan and who met the minimum qualifications of
Xxxxxx Mae and Xxxxxxx Mac. Each appraisal of the Mortgage Loan was made
in
accordance with the relevant provisions of the Financial Institutions Reform,
Recovery, and Enforcement Act of 1989;
(32) In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee’s sale after default by the Mortgagor;
-15-
(33) No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by RFC, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid by
any
source other than the Mortgagor or (c) contains any other similar provisions
which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
payment mortgage loan and the Mortgage Loan does not have a shared appreciation
or other contingent interest feature;
(34) To
the
extent required by law and the Program Guide, the Mortgagor has executed
a
statement to the effect that the Mortgagor has received all disclosure materials
required by all applicable law with respect to the making of fixed rate mortgage
loans in the case of Fixed Rate Mortgage Loans, and adjustable rate mortgage
loans in the case of Adjustable Rate Mortgage Loans and rescission materials
with respect to Refinanced Mortgage Loans, and such statement is and will
remain
in the Mortgage File;
(35) No
Mortgage Loan was made for the purpose of (a) a construction loan or
rehabilitation of a Mortgaged Property or (b) facilitating the trade-in or
exchange of a Mortgaged Property;
(36) To
the
best of RFC’s knowledge, the Mortgaged Property is lawfully occupied under
applicable law; all inspections, licenses and certificates required to be
made
or issued with respect to all occupied portions of the Mortgaged Property
and,
with respect to the use and occupancy of the same, including but not limited
to
certificates of occupancy and fire underwriting certificates, have been made
or
obtained from the appropriate authorities. No improvement located on or being
part of any Mortgaged Property is in violation of any applicable zoning law
or
regulation. To the best of RFC’s knowledge and with respect to each Mortgage
Loan that is covered by a Primary Mortgage Insurance Policy, the improvement(s)
located on or being part of the related Mortgaged Property were constructed
in
accordance with the specifications set forth in the original construction
plans;
(37) No
error,
omission, misrepresentation, negligence or fraud with respect to the
origination, modification or amendment of any Mortgage Loan has taken place
on
the part of any person, including without limitation the Mortgagor, any
appraiser, any builder or developer, or any other party involved in the
origination of the Mortgage Loan or in the application of any insurance in
relation to such Mortgage Loan. RFC has reviewed all of the documents
constituting the Mortgage File and has made such inquiries as it deems necessary
to make and confirm the accuracy of the representations set forth
herein;
(38) Each
original Mortgage was recorded and all subsequent assignments of the original
Mortgage (other than the assignment to the Purchaser) have been recorded,
or are
in the process of being recorded, in the appropriate jurisdictions wherein
such
recordation is necessary to perfect the lien thereof as against creditors
of
RFC. The Assignment of Mortgage is in recordable form and is acceptable for
recording under the laws of the jurisdiction in which the Mortgaged Property
is
located;
-16-
(39) Any
principal advances made to the Mortgagor after the date of origination of
a
Mortgage Loan but prior to the Cut-off Date have been consolidated with the
outstanding principal amount secured by the Mortgage, and the secured principal
amount, as consolidated, bears a single interest rate and single repayment
term
reflected on the Mortgage Loan Schedule. The lien of the Mortgage securing
the
consolidated principal amount is expressly insured as having (A) first lien
priority with respect to each Mortgage Loan which is indicated by the Servicer
to be a First Lien (as reflected on the Mortgage Loan Schedule) or (B) second
lien priority with respect to each Mortgage Loan which is indicated by the
Servicer to be a Second Lien Mortgage Loan (as reflected on the Mortgage
Loan
Schedule), in either case, by a title insurance policy, an endorsement to
the
policy insuring the mortgagee’s consolidated interest or by other title evidence
acceptable to Xxxxxx Mae and Xxxxxxx Mac. The consolidated principal amount
does
not exceed the original principal amount of the related Mortgage
Loan;
(40) Except
as
specified in the Mortgage Loan Schedule, no Mortgage Loan has a balloon payment
feature;
(41) Each
Mortgaged Property consists of a fee simple or leasehold interest in a single
parcel of real property improved by a Residential Dwelling. If the Residential
Dwelling on the Mortgaged Property is a condominium unit or a unit in a planned
unit development (other than a de minimis planned unit development) such
condominium or planned unit development project meets the eligibility
requirements of Xxxxxx Mae and Xxxxxxx Mac;
(42) With
respect to each Mortgage Loan secured by a manufactured home: (A) the
manufactured home is permanently affixed to a foundation which is suitable
for
the soil conditions of the site; (B) all foundations, both perimeter and
interior, have footings that are located below the frost line; (C) any wheels,
axles and trailer hitches are removed from such manufactured home; and (D)
the
related Mortgage Loan is covered under a standard real estate title insurance
policy that identifies the manufactured home as part of the real property
and
insures or indemnifies against any loss if the manufactured home is determined
not to be part of the real property;
(43) Each
Mortgage Loan originated in the state of Texas pursuant to Article XVI,
Section 50(a)(6) of the Texas Constitution (a “Texas
Refinance Loan”)
has
been originated in compliance with the provisions of Article XVI, Section
50(a)(6) of the Texas Constitution, Texas Civil Statutes and the Texas Finance
Code. With respect to each Texas Refinance Loan that is a Cash Out Refinancing,
the related Mortgage Loan Documents state that the Mortgagor may prepay such
Texas Refinance Loan in whole or in part without incurring a Prepayment Charge.
RFC does not collect any such Prepayment Charges in connection with any such
Texas Refinance Loan;
(44) Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
-17-
(45) There
is
no pending action or proceeding directly involving the Mortgaged Property
in
which compliance with any environmental law, rule or regulation is an issue;
there is no violation of any environmental law, rule or regulation with respect
to the Mortgaged Property; and nothing further remains to be done to satisfy
in
full all requirements of each such law, rule or regulation constituting a
prerequisite to use and enjoyment of said property;
(46) RFC
shall, at its own expense, cause each Mortgage Loan to be covered by a “life of
loan” Tax Service Contract which is assignable to the Purchaser or its designee
at no cost to the Purchaser or its designee; provided,
however,
that if
RFC fails to purchase such Tax Service Contract, RFC shall be required to
reimburse the Purchaser for all costs and expenses incurred by the Purchaser
in
connection with the purchase of any such Tax Service Contract;
(47) Each
Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which
is assignable to the Purchaser or its designee at no cost to the Purchaser
or
its designee or, for each Mortgage Loan not covered by such Flood Zone Service
Contract, RFC agrees to purchase such Flood Zone Service Contract;
(48) None
of
the Mortgage Loans are classified as (a) “high cost” loans under the Home
Ownership and Equity Protection Act of 1994 or (b) “high cost,” “threshold,”
“covered” or “predatory” loans under any other applicable federal, state or
local law (including without limitation any regulation or ordinance) (or
a
similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for residential
mortgage loans having high interest rates, points and/or fees);
(49) [reserved];
(50) The
Servicer and any predecessor servicer with respect to a Mortgage Loan has
fully
furnished, in accordance with the Fair Credit Reporting Act and its implementing
regulations and Accepted Servicing Practices, accurate and complete information
(e.g., favorable and unfavorable) on its borrower credit files to Equifax,
Experian and Trans Union Credit Information Company (three of the credit
repositories), on a monthly basis;
(51) Each
First Lien Mortgage Loan identified on the Mortgage Loan Schedule as subject
to
a primary mortgage insurance policy will be subject to a primary mortgage
insurance policy, issued by a qualified insurer, which insures that portion
of
the Mortgage Loan in excess of the portion of the Value of the Mortgaged
Property required by Xxxxxx Xxx. All provisions of such primary mortgage
insurance policy have been and are being complied with, such policy is in
full
force and effect, and all premiums due thereunder have been paid. Any First
Lien
Mortgage subject to any such primary mortgage insurance policy obligates
the
Mortgagor thereunder to maintain such insurance and to pay all premiums and
charges in connection therewith upon the terms specified in the Program Guide.
The Mortgage Rate for the Mortgage Loan does not include any such insurance
premium;
-18-
(52) RFC
has
verified the source of the down payment in accordance with the Program Guide
with respect to each Mortgage Loan;
(53) Each
Mortgage Loan constitutes a “qualified mortgage” under
Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1);
(54) Each
Mortgage Loan has a valid and original Credit Score of not less than
500;
(55) Each
Mortgage Loan was originated on or after the date set forth in the Mortgage
Loan
Schedule;
(56) No
Mortgage Loan had an original term to maturity of more than thirty (30) years,
unless otherwise set forth in the Mortgage Loan Schedule;
(57) No
Mortgagor is the obligor on more than two Mortgage Notes;
(58) Each
Mortgagor has a debt-to-income ratio of less than or equal to 55%, unless
otherwise set forth in the Mortgage Loan Schedule;
(59) Each
Mortgage contains a provision for the acceleration of the payment of the
unpaid
principal balance of the related Mortgage Loan in the event the related
Mortgaged Property is sold without the prior consent of the mortgagee thereunder
and to the best of RFC’s knowledge, such provision is enforceable;
(60) With
respect to each Mortgage Loan which is a Second Lien, (i) the related first
lien
does not provide for negative amortization and (ii) either no consent for
the
Mortgage Loan is required by the holder of the first lien or such consent
has
been obtained and is contained in the Mortgage File;
(61) No
Mortgage Loan is a “Specifically Designated National and Blocked Person” as
designated by the Office of Foreign Assets Control or as a person designated
in
Presidential Executive Order 13224 (the “Executive
Order”)
as a
person who commits, threatens to commit, or supports terrorism; no Mortgage
Loan
is subject to nullification pursuant to the Executive Order or the regulations
promulgated by the Office of Foreign Assets Control of the United States
Department of the Treasury (the “OFAC
Regulations”)
or in
violation of the Executive Order or the OFAC Regulations,
(62) No
Mortgage Loan has a Prepayment Charge longer than three years after its
origination. Any Prepayment Charge is in an amount equal to or less than
the
lesser of (a) the maximum amount permitted under applicable state law, and
(b)
if the Mortgaged Property is secured by residential real property located
in a
state other than Arizona, Maine, Massachusetts, New York, South Carolina
or
Wisconsin, six months interest on the related prepaid amount;
(63) The
Mortgage Loan documents with respect to each Mortgage Loan subject to Prepayment
Charges specifically authorize such Prepayment Charges to be collected and
such
Prepayment Charges are permissible and enforceable in accordance with the
terms
of the related Mortgage Loan documents and applicable law (except to the
extent
that the enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors’ rights
generally or the collectability thereof may be limited due to acceleration
in
connection with a foreclosure);
-19-
(64) The
Mortgaged Property is located in the state identified in the Mortgage Loan
Schedule and consists of a single parcel of real property with a detached
single
family residence erected thereon, or a two- to four-family dwelling, or an
individual condominium unit in a condominium project, or an individual unit
in a
planned unit development or a de minimis planned unit development which is
in
each case four stories or less. As of the date of origination, no portion
of the
Mortgaged Property was used for commercial purposes, and since the date of
origination, no portion of the Mortgaged Property has been used for commercial
purposes; provided, that Mortgaged Properties which contain a home office
shall
not be considered as being used for commercial purposes as long as the Mortgaged
Property has not been altered for commercial purposes and is not storing
any
chemicals or raw materials other than those commonly used for homeowner repair,
maintenance and/or household purposes;
(65) With
respect to Adjustable Rate Mortgage Loans, the Index set forth in the Mortgage
Note is LIBOR, unless otherwise set forth in the related Mortgage Loan
Schedule;
(66) With
respect to each Adjustable Rate Mortgage Loan, the Mortgage Loan documents
provide that after the related first Adjustment Date, a related Mortgage
Loan
may only be assumed if the party assuming such Mortgage Loan meets certain
credit requirements stated in the Mortgage Loan documents;
(67) To
the
best of RFC’s knowledge, no action has been taken or failed to be taken, no
event has occurred and no state of facts exists or has existed on or prior
to
the Closing Date (whether or not known to RFC on or prior to such date) which
has resulted or will result in an exclusion from, denial of, or defense to
coverage under any primary mortgage insurance, if any (including, without
limitation, any exclusions, denials or defenses which would limit or reduce
the
availability of the timely payment of the full amount of the loss otherwise
due
thereunder to the insured) whether arising out of actions, representations,
errors, omissions, negligence, or fraud of RFC, the related Mortgagor or
any
party involved in the application for such coverage, including the appraisal,
plans and specifications and other exhibits or documents submitted therewith
to
the insurer under such insurance policy, or for any other reason under such
coverage, but not including the failure of such insurer to pay by reason
of such
insurer’s breach of such insurance policy or such insurer’s financial inability
to pay;
(68) With
respect to each Mortgage requiring Escrow Payments, RFC has within the last
twelve months (unless such Mortgage was originated within such twelve month
period) analyzed the required Escrow Payments for each Mortgage and adjusted
the
amount of such payments so that, assuming all required payments are timely
made,
any deficiency will be eliminated on or before the first anniversary of such
analysis, or any overage will be refunded to the Mortgagor, in accordance
with
RESPA and any other applicable law;
-20-
(69) As
to
each consumer report (as defined in the Fair Credit Reporting Act, Public
Law
91-508) or other credit information furnished by RFC to the Purchaser, that
RFC
has full right and authority and is not precluded by law or contract from
furnishing such information to the Purchaser;
(70) If
the
Mortgage Loan is secured by a long-term residential lease, (1) the lessor
under
the lease holds a fee simple interest in the land; (2) the terms of such
lease
expressly permit the mortgaging of the leasehold estate, the assignment of
the
lease without the lessor’s consent and the acquisition by the holder of the
Mortgage of the rights of the lessee upon foreclosure or assignment in lieu
of
foreclosure or provide the holder of the Mortgage with substantially similar
protections; (3) the terms of such lease do not (a) allow the termination
thereof upon the lessee’s default without the holder of the Mortgage being
entitled to receive written notice of, and opportunity to cure, such default,
(b) allow the termination of the lease in the event of damage or destruction
as
long as the Mortgage is in existence, (c) prohibit the holder of the Mortgage
from being insured (or receiving proceeds of insurance) under the hazard
insurance policy or policies relating to the Mortgaged Property or (d) permit
any increase in rent other than pre-established increases set forth in the
lease; (4) the original term of such lease is not less than 15 years; (5)
the
term of such lease does not terminate earlier than ten years after the maturity
date of the Mortgage Note; and (6) the Mortgaged Property is located in a
jurisdiction in which the use of leasehold estates in transferring ownership
in
residential properties is a generally accepted practice;
(71) [reserved];
(72) To
the
best of RFC’s knowledge, with respect to each Second Lien Mortgage Loan, the
related first lien mortgage loan is in full force and effect, and there is
no
default, breach, violation or event which would permit acceleration existing
under such first lien mortgage or mortgage note, and no event which, with
the
passage of time or with notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event which would permit
acceleration thereunder;
(73) With
respect to each Second Lien Mortgage Loan, the related first lien mortgage
contains a provision which provides for giving notice of default or breach
to
the mortgagee under such Second Lien Mortgage Loan and allows such mortgagee
to
cure any default under the related first lien mortgage;
(74) No
Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such
terms
are defined in Appendix E - Standard & Poor’s Anti-Predatory Lending
Categorization (attached hereto as Exhibit 1));
(75) No
predatory or deceptive lending practices, including but not limited to, the
extension of credit to a mortgagor without regard for the mortgagor’s ability to
repay the Mortgage Loan and the extension of credit to a mortgagor which
has no
apparent benefit to the mortgagor, were employed in connection with the
origination of the Mortgage Loan;
-21-
(76) No
Mortgage Loan is (a) subject to, covered by or in violation of the provisions
of
the Homeownership and Equity Protection Act of 1994, as amended, (b) a “high
cost”, “covered”, “abusive”, “predatory”, “home loan”, “Oklahoma Section 10” or
“high risk” mortgage loan (or a similarly designated loan using different
terminology) under any federal, state or local law, including without
limitation, the provisions of the Georgia Fair Lending Act, New York Banking
Law, Section 6-1, the Arkansas Home Loan Protection Act, effective as of
June
14, 2003, Kentucky State Statute KRS 360.100, effective as of June 25, 2003,
the
New Jersey Home Ownership Security Act of 2002 (the “NJ Act”), the New Mexico
Home Loan Protection Act (N.M. Stat. Xxx. §§ 58-21A-1 et seq.), the Illinois
High-Risk Home Loan Act (815 Ill. Comp. Stat. 137/1 et seq.), the Oklahoma
Home
Ownership and Equity Protection Act, Nevada Assembly Xxxx No. 284, effective
as
of Oct. 1, 2003, the Minnesota Residential Mortgage Originator and Servicer
Licensing Act (MN Stat. §58.137), the South Carolina High-Cost and Consumer Home
Loans Act, effective January 1, 2004, the Massachusetts Predatory Home Loan
Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C), the
Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx.
§24-9-1 through §24-9-9) or any other statute or regulation providing assignee
liability to holders of such mortgage loans, or (c) subject to or in violation
of any such or comparable federal, state or local statutes or
regulations;
(77) No
Mortgage Loan originated or modified on or after October 1, 2002 and prior
to
March 7, 2003 is secured by a Mortgaged Property located in the State of
Georgia;
(78) The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the Mortgagor’s income,
assets and liabilities to the proposed payment and such underwriting methodology
does not rely on the extent of the Mortgagor’s equity in the collateral as the
principal determining factor in approving such credit extension. Such
underwriting methodology confirmed that at the time of origination
(application/approval) the Mortgagor had a reasonable ability to make timely
payments on the Mortgage Loan;
(79) All
points, fees and charges, including finance charges (whether or not financed,
assessed, collected or to be collected), in connection with the origination
and
servicing of each Mortgage Loan were disclosed in writing to the related
Mortgagor in accordance with applicable state and federal law and
regulation;
(80) Except
as
indicated in the Mortgage Loan Schedule, no Mortgage Loan is a “manufactured
housing loan” pursuant to the NJ Act, and one hundred percent of the amount
financed of any purchase money Second Lien Mortgage Loan subject to the NJ
Act
was used for the purchase of the related Mortgaged Property;
(81) With
respect to any Mortgage Loan for which a mortgage loan application was submitted
by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a
Mortgage Property located in the State of Illinois is in violation of the
provisions of the Illinois Interest Act, including Section 4.1a which provides
that no such Mortgage Loan with a Mortgage Rate in excess of 8.0% per annum
has
lender-imposed fees (or other charges) in excess of 3.0% of the original
principal balance of the Mortgage Loan;
-22-
(82) Immediately
prior to the payment of the Purchase Price set forth in the Commitment Letter
dated December 22, 2006 between the Seller and RFC for each Mortgage Loan,
RFC
had good title to and was the sole legal owner of the related Mortgage and
the
indebtedness evidenced by the related Mortgage Note;
(83) No
Mortgage Loan originated on or after November 7, 2004 secured by a Mortgaged
Property located in the State of Massachusetts is a Refinanced Mortgage
Loan;
(84) With
respect to any Mortgage Loan originated on or after August 1, 2004, neither
the
related Mortgage nor the related Mortgage Note requires the borrower to submit
to arbitration to resolve any dispute arising out of or relating in any way
to
the Mortgage Loan;
(85) With
respect to each Mortgage Loan that is secured by a ground lease of the related
Mortgaged Property:
|
(i)
|
The
Mortgagor is the owner of a valid and subsisting interest as tenant
under
the ground lease;
|
|
(ii)
|
The
ground lease is in full force and effect, unmodified and not supplemented
by any writing or otherwise;
|
|
(iii)
|
The
Mortgagor is not in default under any of the terms thereof and
there are
no circumstances which, with the passage of time or the giving
of notice
or both, would constitute an event of default
thereunder;
|
|
(iv)
|
The
lessor under the ground lease is not in default under any of the
terms or
provisions thereof on the part of the lessor to be observed or
performed;
|
|
(v)
|
The
term of the ground lease exceeds the maturity date of the related
Mortgage
Loan by at least ten years;
|
|
(vi)
|
The
ground lease or a memorandum thereof has been recorded and by its
terms
permits the leasehold estate to be mortgaged. The ground lease
grants any
leasehold mortgagee standard protection necessary to protect the
security
of a leasehold mortgagee;
|
|
(vii)
|
The
ground lease does not contain any default provisions that could
give rise
to forfeiture or termination of the Ground Lease except for the
non-payment of the ground lease
rents;
|
-23-
|
(viii)
|
The
execution, delivery and performance of the Mortgage do not require
the
consent (other than those consents which have been obtained and
are in
full force and effect) under, and will not contravene any provision
of or
cause a default under, the ground lease;
and
|
|
(ix)
|
The
ground lease provides that the leasehold can be transferred, mortgaged
and
sublet an unlimited number of times either without restriction
or on
payment of a reasonable fee and delivery of reasonable documentation
to
the lessor.
|
(86) None
of
the Mortgaged Properties related to Mortgage Loans originated after August
31,
2006 are located in Xxxx County, Illinois;
(87) No
single
borrower has a Mortgage Loan on multiple Mortgaged Properties;
(88) Except
as
set forth in the related Commitment Letter, monthly payments on the Mortgage
Loan commenced no more than sixty-six (66) days after the proceeds of the
Mortgage Loan were disbursed and, in the case of any Mortgage Loan where
the
monthly payment commenced more than sixty (60) days after disbursement, the
initial payment required under the Mortgage Loan has been made. With respect
to
each Mortgage Loan, the Mortgage Note is payable each month on the day
identified on the Mortgage Loan Schedule in monthly payments, which, except
with
respect to any Mortgage Loan which is identified on the Mortgage Loan Schedule
as a balloon mortgage loan (each, a “Balloon Mortgage Loan”), in the case of a
fixed rate Mortgage Loan, are sufficient to fully amortize the original
principal balance over the original term thereof and to pay interest at the
related Mortgage Interest Rate, and in the case of an adjustable rate Mortgage
Loan, are changed on each Adjustment Date, and in any case, are sufficient
to
fully amortize the original principal balance over the original term thereof
and
to pay interest at the related Mortgage Interest Rate. In the case of a Balloon
Mortgage Loan, the Mortgage Note is payable in monthly payments based on
an
amortization schedule not greater than fifty (50) years and a final monthly
payment substantially greater than the preceding monthly payment which is
sufficient to amortize the remaining principal balance of the Balloon Mortgage
Loan. No adjustable rate Mortgage Loan is convertible to a fixed rate Mortgage
Loan. The Mortgage Note does not permit negative amortization.
Section
7. Repurchase
Obligation for Defective Documentation and for Breach of Representation and
Warranty.
(a) The
representations and warranties contained in Section 6 shall not be impaired
by
any review and examination of Mortgage Files or any failure on the part of
the
Seller or the Purchaser to review or examine such documents and shall inure
to
the benefit of any assignee, transferee or designee of the Purchaser, including
the Trustee for the benefit of holders of the Certificates.
-24-
Upon
discovery by the Seller, the Purchaser or any assignee, transferee or designee
of the Purchaser of any materially defective document in, or that any material
document was not transferred by or at the direction of the Seller (as listed
on
the Trustee’s Preliminary Exception Report) as part of any Mortgage File, or of
a breach of any of the representations and warranties contained in Section
6
that materially and adversely affects the value of any Mortgage Loan or the
interest therein of the Purchaser or the Purchaser’s assignee, transferee or
designee, the party discovering such breach shall give prompt written notice
to
the Seller (in the case of a missing document) or RFC and the Seller (in
the
case of a breach of any of the representations and warranties contained in
Section 6). Within sixty (60) days of its discovery or its receipt of notice
of
any such missing documentation that was not transferred to the Purchaser
as
described above, or of materially defective documentation, or of any such
breach
of a representation and warranty, RFC or the Seller (or their related designee),
as applicable, promptly shall deliver such missing document or cure such
defect
or breach in all material respects or, in the event RFC or the Seller (or
their
related designee) cannot deliver such missing document or cannot cure such
defect or breach, RFC or the Seller, as applicable, shall, within ninety
(90)
days of its discovery or receipt of notice, either (i) repurchase the affected
Mortgage Loan at the Purchase Price or (ii) pursuant to the provisions of
the
Pooling and Servicing Agreement, cause the removal of such Mortgage Loan
from
the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans.
RFC or the Seller, as applicable, shall amend the Closing Schedule to reflect
the withdrawal of such Mortgage Loan from the terms of this Agreement and
the
Pooling and Servicing Agreement. RFC or the Seller, as applicable, shall
deliver
to the Purchaser such amended Closing Schedule and shall deliver such other
documents as are required by this Agreement or the Pooling and Servicing
Agreement within five (5) days of any such amendment. Any repurchase pursuant
to
this Section 7(a) shall be accomplished by transfer to an account designated
by
the Purchaser of the amount of the Purchase Price in accordance with Section
2.03 of the Pooling and Servicing Agreement. Any repurchase required by this
Section shall be made in a manner consistent with Section 2.03 of the Pooling
and Servicing Agreement.
Notwithstanding
the foregoing, within 90 days of the earlier of discovery by RFC or receipt
of
notice by RFC of the breach of the representation of RFC set forth in Schedule
A
hereto which materially and adversely affects the interests of the Holders
of
the Class P Certificates in any Prepayment Charge, RFC shall pay the amount
of
the scheduled Prepayment Charge, for the benefit of the Holders of the Class
P
Certificates by remitting such amount to the Servicer for deposit into the
Custodial Account, net of any amount previously collected by the Servicer
or
paid by the Servicer, for the benefit of the Holders of the Class P Certificates
in respect of such Prepayment Charge.
(b) Notwithstanding
the foregoing, with respect to an alleged breach of a representation and
warranty which breach is covered by a title insurance policy, the Purchaser
shall use reasonable efforts to enforce the provisions of any related title
insurance policy prior to seeking a remedy against RFC or the Seller
hereunder.
(c) It
is
understood and agreed that the obligations of RFC or the Seller set forth
in
this Section 7 to cure or repurchase a defective Mortgage Loan constitute
the
sole remedies of the Purchaser against RFC or the Seller respecting a missing
document or a breach of the representations and warranties contained in Section
6.
-25-
Section
8. Closing;
Payment for the Mortgage Loans.
The
closing of the purchase and sale of the Mortgage Loans shall be held at the
New
York City office of Mayer, Brown, Xxxx & Maw LLP at 10:00 a.m. New York City
time on the Closing Date.
The
closing shall be subject to each of the following conditions:
(a) All
of
the representations and warranties of the Seller and RFC under this Agreement
shall be true and correct in all material respects as of the date as of which
they are made and no event shall have occurred which, with notice or the
passage
of time, would constitute a default under this Agreement;
(b) The
Purchaser shall have received, or the attorneys of the Purchaser shall have
received in escrow (to be released from escrow at the time of closing), all
Closing Documents as specified in Section 9 of this Agreement, in such forms
as
are agreed upon and acceptable to the Purchaser, duly executed by all
signatories other than the Purchaser as required pursuant to the respective
terms thereof;
(c) The
Seller shall have delivered or caused to be delivered and released to the
Purchaser or to its designee, all documents (including without limitation,
the
Mortgage Loans) required to be so delivered by the Purchaser pursuant to
Section
2.01 of the Pooling and Servicing Agreement; and
(d) All
other
terms and conditions of this Agreement and the Pooling and Servicing Agreement
shall have been complied with.
Subject
to the foregoing conditions, the Purchaser shall deliver or cause to be
delivered to the Seller on the Closing Date, against delivery and release
by the
Seller to the Trustee of all documents required pursuant to the Pooling and
Servicing Agreement, the consideration for the Mortgage Loans as specified
in
Section 3 of this Agreement, by delivery to the Seller of the Purchase
Price.
Section
9. Closing
Documents.
Without
limiting the generality of Section 8 hereof, the closing shall be subject
to
delivery of each of the following documents:
(a) An
Officer’s Certificate of the Seller, dated the Closing Date, in form
satisfactory to and upon which the Purchaser and Citigroup Global Markets
Inc.
(the “Representative”) may rely, and attached thereto copies of the certificate
of formation, limited partnership agreement and certificate of good standing
of
the Seller;
(b) An
Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory
to and addressed to the Purchaser and the Representative;
(c) An
Officer’s Certificate of RFC, dated the Closing Date, in form satisfactory to
and upon which the Purchaser and the Representative may rely, and attached
thereto copies of the certificate of formation, limited liability company
agreement and certificate of good standing of RFC;
(d) Such
opinions of counsel of RFC required by the Whole Loan Agreement;
-26-
(e) Such
opinions of counsel as the Rating Agencies or the Trustee may request in
connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or
the Seller’s execution and delivery of, or performance under, this
Agreement;
(f) A
letter
from Deloitte & Touche LLP, certified public accountants, to the effect that
they have performed certain specified procedures as a result of which they
determined that certain information of an accounting, financial or statistical
nature set forth in the Purchaser’s prospectus supplement for Series 2007-RFC1,
dated January 22, 2007 (the “Prospectus Supplement”) relating to the Offered
Certificates contained under the captions “Summary—The Mortgage Pool,” “Legal
Proceedings,” “Risk Factors,” (to the extent of information concerning the
Mortgage Loans contained therein) and “Description of the Mortgage Pool” agrees
with the records of RFC; and
(g) Such
further information, certificates, opinions and documents as the Purchaser
or
the Representative may reasonably request.
Section
10. Costs.
The
Seller shall pay (or shall reimburse the Purchaser or any other Person to
the
extent that the Purchaser or such other Person shall pay) all costs and expenses
incurred in connection with the transfer and delivery of the Mortgage Loans,
including without limitation, recording fees, fees for title policy endorsements
and continuations and, except as set forth in Section 4(b), the fees for
recording Assignments.
The
Seller shall pay (or shall reimburse the Purchaser or any other Person to
the
extent that the Purchaser or such other Person shall pay) the fees and expenses
of the Seller’s accountants and attorneys, the costs and expenses incurred in
connection with producing the Servicer’s or any Subservicer’s loan loss,
foreclosure and delinquency experience, the costs and expenses incurred in
connection with obtaining the documents referred to in Section 9, the costs
and
expenses of printing (or otherwise reproducing) and delivering this Agreement,
the Pooling and Servicing Agreement, the Certificates, the prospectus and
Prospectus Supplement, and any private placement memorandum relating to the
Certificates and other related documents, the initial fees, costs and expenses
of the Trustee, the fees and expenses of the Purchaser’s counsel in connection
with the preparation of all documents relating to the securitization of the
Mortgage Loans, the filing fee charged by the Securities and Exchange Commission
for registration of the Certificates, the cost of outside special counsel
that
may be required by RFC and the fees charged by any rating agency to rate
the
Certificates. All other costs and expenses in connection with the transactions
contemplated hereunder shall be borne by the party incurring such
expense.
Section
11. [Reserved].
Section
12. [Reserved].
Section
13. Intent
of Parties, Mandatory Delivery; Grant of Security Interest.
The
sale of the Mortgage Loans as contemplated hereby is absolute and is intended
by
both the Seller and the Purchaser to constitute a sale of such Mortgage Loans
by
the Seller to the Purchaser. The sale and delivery on the Closing Date of
the
Mortgage Loans described on the Mortgage Loan Schedule in accordance with
the
terms and conditions of this Agreement is mandatory. It is specifically
understood and agreed that each Mortgage Loan is unique and identifiable
on the
date hereof and that an award of money damages would be insufficient to
compensate the Purchaser for the losses and damages incurred by the Purchaser
in
the event of the Seller’s failure to deliver the Mortgage Loans on or before the
Closing Date. The Seller hereby grants to the Purchaser a lien on and a
continuing security interest in the Seller’s interest in each Mortgage Loan and
each document and instrument evidencing each such Mortgage Loan to secure
the
performance by the Seller of its obligation hereunder, and the Seller agrees
that it holds such Mortgage Loans in custody for the Purchaser, subject to
the
Purchaser’s (i) right, prior to the Closing Date, to reject any Mortgage Loan to
the extent permitted by this Agreement, and (ii) obligation to deliver or
cause
to be delivered the consideration for the Mortgage Loans pursuant to Section
8
hereof. Any Mortgage Loans rejected by the Purchaser shall concurrently
therewith be released from the security interest created hereby. All rights
and
remedies of the Purchaser under this Agreement are distinct from, and cumulative
with, any other rights or remedies under this Agreement or afforded by law
or
equity and all such rights and remedies may be exercised concurrently,
independently or successively.
-27-
Notwithstanding
the foregoing, if on the Closing Date, each of the conditions set forth in
Section 8 hereof shall have been satisfied and the Purchaser shall not have
paid
or caused to be paid the Purchase Price, or any such condition shall not
have
been waived or satisfied and the Purchaser determines not to pay or cause
to be
paid the Purchase Price, the Purchaser shall immediately effect the re-delivery
of the Mortgage Loans, if delivery to the Purchaser has occurred, and the
security interest created by this Section 13 shall be deemed to have been
released.
Section
14. Notices.
All
demands, notices and communications hereunder shall be in writing and shall
be
deemed to have been duly given if personally delivered to or mailed by
registered mail, postage prepaid, or transmitted by fax and, receipt of which
is
confirmed by telephone, if to the Purchaser, addressed to Stanwich Asset
Acceptance Company, L.L.C., Seven Greenwich Office Park, 000 Xxxx Xxxxxx
Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxxx 00000 (Telecopy (212-272-7206)) Attention: Xxxxxx
Xxxxx;
or such other address as may hereafter be furnished to RFC and the Seller
in
writing by the Purchaser; if to RFC, addressed to RFC at Residential Funding
Company, LLC, 0000
Xxxxxxxxxx Xxxx Xxxx., Xxxxx 000, Xxxxxxxxxxx, XX 00000, Attention: Structured
Finance,
or such
other address as may hereafter be furnished to the Seller and the Purchaser
in
writing by RFC; if to the Seller, addressed to the Seller at Xxxxxxxxxx
Securities, LP, Seven Greenwich Office Park, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxx 00000, (Telecopy (212-272-7206)) Attention: Xxxxx X. Xxxx, or
to
such other address as the Seller may designate in writing to the Purchaser
and
RFC.
Section
15. Severability
of Provisions.
Any
part, provision, representation or warranty of this Agreement that is prohibited
or that is held to be void or unenforceable shall be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation or warranty of this
Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating
the
remaining provisions hereof, and any such prohibition or unenforceability
in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
-28-
Section
16. Agreement
of Parties.
The
Seller, RFC and the Purchaser each agree to execute and deliver such instruments
and take such actions as either of the others may, from time to time, reasonably
request in order to effectuate the purpose and to carry out the terms of
this
Agreement and the Pooling and Servicing Agreement.
Section
17. Survival.
(a) The
Seller agrees that the representations, warranties and agreements made by
it
herein and in any certificate or other instrument delivered pursuant hereto
shall be deemed to be relied upon by the Purchaser, notwithstanding any
investigation heretofore or hereafter made by the Purchaser or on its behalf,
and that the representations, warranties and agreements made by the Seller
herein or in any such certificate or other instrument shall survive the delivery
of and payment for the Mortgage Loans and shall continue in full force and
effect, notwithstanding any restrictive or qualified endorsement on the Mortgage
Notes and notwithstanding subsequent termination of this Agreement, the Pooling
and Servicing Agreement or the Trust Fund.
(b) RFC
agrees that the representations, warranties and agreements made by it herein
and
in any certificate or other instrument delivered pursuant hereto shall be
deemed
to be relied upon by the Seller and the Purchaser, notwithstanding any
investigation heretofore or hereafter made by the Seller or the Purchaser
or on
the behalf of either of them, and that the representations, warranties and
agreements made by RFC herein or in any such certificate or other instrument
shall continue in full force and effect, notwithstanding subsequent termination
of this Agreement, the Pooling and Servicing Agreement or the Trust
Fund.
Section
18. GOVERNING
LAW.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE
STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER
THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW).
Section
19. Miscellaneous.
This
Agreement may be executed in two or more counterparts, each of which when
so
executed and delivered shall be an original, but all of which together shall
constitute one and the same instrument. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns. This Agreement supersedes all prior agreements and
understandings relating to the subject matter hereof. Neither this Agreement
nor
any term hereof may be changed, waived, discharged or terminated orally,
but
only by an instrument in writing signed by the party against whom enforcement
of
the change, waiver, discharge or termination is sought. The headings in this
Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.
-29-
It
is the
express intent of the parties hereto that the conveyance of the Mortgage
Loans
by the Seller to the Purchaser as provided in Section 4 hereof be, and be
construed as, a sale of the Mortgage Loans by the Seller to the Purchaser
and
not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure
a
debt or other obligation of the Seller. However, in the event that,
notwithstanding the aforementioned intent of the parties, the Mortgage Loans
are
held to be property of the Seller, then (a) it is the express intent of the
parties that such conveyance be deemed a pledge of the Mortgage Loans by
the
Seller to the Purchaser to secure a debt or other obligation of the Seller
and
(b) (1) this Agreement shall also be deemed to be a security agreement within
the meaning of Articles 8 and 9 of the New York Uniform Commercial Code;
(2) the
conveyance provided for in Section 4 hereof shall be deemed to be a grant
by the
Seller to the Purchaser of a security interest in all of the Seller’s right,
title and interest in and to the Mortgage Loans and all amounts payable to
the
holders of the Mortgage Loans in accordance with the terms thereof and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts, other than investment earnings, from time to time held or invested
in the Custodial Account whether in the form of cash, instruments, securities
or
other property; (3) the possession by the Purchaser or its agent of Mortgage
Notes, the related Mortgages and such other items of property that constitute
instruments, money, negotiable documents or chattel paper shall be deemed
to be
“possession” by the secured party for purposes of perfecting the security
interest pursuant to the New York Uniform Commercial Code; and (4) notifications
to persons holding such property and acknowledgments, receipts or confirmations
from persons holding such property shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Purchaser for the purpose of perfecting
such security interest under applicable law. Any assignment of the interest
of
the Purchaser pursuant to Section 4(d) hereof shall also be deemed to be
an
assignment of any security interest created hereby. The Seller and the Purchaser
shall, to the extent consistent with this Agreement, take such actions as
may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans, such security interest would be deemed to
be a
perfected security interest of first priority under applicable law and will
be
maintained as such throughout the term of this Agreement and the Pooling
and
Servicing Agreement.
[Signatures
follow]
-30-
IN
WITNESS WHEREOF, the Purchaser, the Seller and RFC have caused their names
to be
signed by their respective officers thereunto duly authorized as of the date
first above written.
|
XXXXXXXXXX
SECURITIES, LP, as Seller
By:
Xxxxxxxxxx Capital Management, LLC, as its general
partner
|
||
| |
|
|
| By: | /s/ Xxxxx X. Xxxx | |
|
Name:
Xxxxx X. Xxxx
Title:
President
|
||
| STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., as Purchaser | ||
| |
|
|
| By: | /s/ Xxxxx X. Xxxx | |
|
Name:
Xxxxx X. Xxxx
Title:
President
|
||
| RESIDENTIAL FUNDING COMPANY, LLC | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxx | |
|
Name:
Xxxxxx Xxxxxx
Title:
Associate
|
||
Schedule
I
The
Seller hereby represents, warrants, and covenants to the Purchaser as follows
on
the Closing Date and on each Distribution Date thereafter:
General
1. This
Agreement creates a valid and continuing security interest (as defined in
the
applicable Uniform Commercial Code (“UCC”)) in the Mortgage Loans in favor of
the Purchaser which security interest is prior to all other liens, and is
enforceable as such as against creditors of and purchasers from the
Seller.
2. The
Mortgage Loans constitute “general intangibles” or “instruments” within the
meaning of the applicable UCC.
3. The
Custodial Account and all subaccounts thereof constitute either a deposit
account or a securities account.
4. To
the
extent that payments and collections received or made with respect to the
Mortgage Loans constitute securities entitlements, such payments and collections
have been and will have been credited to the Custodial Account. The securities
intermediary for the Custodial Account has agreed to treat all assets credited
to the Custodial Account as “financial assets” within the meaning of the
applicable UCC.
Creation
5. The
Seller owns and has good and marketable title to the Mortgage Loans free
and
clear of any lien, claim or encumbrance of any Person, excepting only liens
for
taxes, assessments or similar governmental charges or levies incurred in
the
ordinary course of business that are not yet due and payable or as to which
any
applicable grace period shall not have expired, or that are being contested
in
good faith by proper proceedings and for which adequate reserves have been
established, but only so long as foreclosure with respect to such a lien
is not
imminent and the use and value of the property to which the lien attaches
is not
impaired during the pendency of such proceeding.
6. The
Seller has received all consents and approvals to the sale of the Mortgage
Loans
hereunder to the Purchaser required by the terms of the Mortgage Loans that
constitute instruments.
7. To
the
extent the Custodial Account or subaccounts thereof constitute securities
entitlements, certificated securities or uncertificated securities, the Seller
has received all consents and approvals required to transfer to the Purchaser
its interest and rights in the Custodial Account hereunder.
Perfection
8. The
Seller has caused or will have caused, within ten days after the effective
date
of this Agreement, the filing of all appropriate financing statements in
the
proper filing office in the appropriate jurisdictions under applicable law
in
order to perfect the sale of the Mortgage Loans from the Seller to the Purchaser
and the security interest in the Mortgage Loans granted to the Purchaser
hereunder.
9. With
respect to the Custodial Account and all subaccounts that constitute deposit
accounts, either:
(i) the
Seller has delivered to the Purchaser a fully-executed agreement pursuant
to
which the bank maintaining the deposit accounts has agreed to comply with
all
instructions originated by the Purchaser directing disposition of the funds
in
the Custodial Account without further consent by the Seller; or
(ii) the
Seller has taken all steps necessary to cause the Purchaser to become the
account holder of the Custodial Account.
10. With
respect to the Custodial Account or subaccounts thereof that constitute
securities accounts or securities entitlements, the Seller has caused or
will
have caused, within ten days after the effective date of this Agreement,
the
filing of all appropriate financing statements in the proper filing office
in
the appropriate jurisdictions under applicable law in order to perfect the
security interest in the Custodial Account granted by the Seller to the
Purchaser.
Priority
11. Other
than the transfer of the Mortgage Loans to the Purchaser pursuant to this
Agreement, the Seller has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed any of the Mortgage Loans. The Seller
has not
authorized the filing of, or is not aware of any financing statements against
the Seller that include a description of collateral covering the Mortgage
Loans
other than any financing statement relating to the security interest granted
to
the Purchaser hereunder or that has been terminated.
12. The
Seller is not aware of any judgment, ERISA or tax lien filings against the
Seller.
13. The
Trustee has in its possession all original copies of the Mortgage Notes that
constitute or evidence the Mortgage Loans. To the Seller’s knowledge, none of
the instruments that constitute or evidence the Mortgage Loans has any marks
or
notations indicating that they have been pledged, assigned or otherwise conveyed
to any Person other than the Purchaser or its designee. All financing statements
filed or to be filed against the Seller in favor of the Purchaser in connection
herewith describing the Mortgage Loans contain a statement to the following
effect: “A purchase of or security interest in any collateral described in this
financing statement will violate the rights of the Purchaser.”
14. Neither
the Custodial Account nor any subaccount thereof is in the name of any person
other than the Seller or the Purchaser or in the name of its nominee. The
Seller
has not consented for the securities intermediary of the Custodial Account
to
comply with entitlement orders of any person other than the Purchaser or
its
designee.
15. Survival
of Perfection Representations.
Notwithstanding any other provision of this Agreement or any other transaction
document, the Perfection Representations contained in this Schedule shall
be
continuing, and remain in full force and effect (notwithstanding any replacement
of the Servicer or termination of the Servicer’s rights to act as such) until
such time as all obligations under this Agreement have been finally and fully
paid and performed.
16. No
Waiver.
The
parties to this Agreement (i) shall not, without obtaining a confirmation
of the
then-current rating of the Certificates waive any of the Perfection
Representations, and (ii) shall provide the Rating Agencies with prompt written
notice of any breach of the Perfection Representations, and shall not, without
obtaining a confirmation of the then-current rating of the Certificates (as
determined after any adjustment or withdrawal of the ratings following notice
of
such breach) waive a breach of any of the Perfection
Representations.
17. Seller
to Maintain Perfection and Priority.
The
Seller covenants that, in order to evidence the interests of the Seller and
the
Purchaser under this Agreement, the Seller shall take such action, or execute
and deliver such instruments (other than effecting a Filing (as defined below),
unless such Filing is effected in accordance with this paragraph) as may
be
necessary or advisable (including, without limitation, such actions as are
requested by the Purchaser) to maintain and perfect, as a first priority
interest, the Purchaser’s security interest in the Mortgage Loans. The Seller
shall, from time to time and within the time limits established by law, prepare
and present to the Purchaser or its designee to authorize (based in reliance
on
the Opinion of Counsel hereinafter provided for) the Seller to file, all
financing statements, amendments, continuations, initial financing statements
in
lieu of a continuation statement, terminations, partial terminations, releases
or partial releases, or any other filings necessary or advisable to continue,
maintain and perfect the Purchaser’s security interest in the Mortgage Loans as
a first-priority interest (each a “Filing”). The Seller shall present each such
Filing to the Purchaser or its designee together with (x) an Opinion of Counsel
to the effect that such Filing is (i) consistent with the grant of the security
interest to the Purchaser pursuant to Section 19 of this Agreement, (ii)
satisfies all requirements and conditions to such Filing in this Agreement
and
(iii) satisfies the requirements for a Filing of such type under the Uniform
Commercial Code in the applicable jurisdiction (or if the Uniform Commercial
Code does not apply, the applicable statute governing the perfection of security
interests), and (y) a form of authorization for the Purchaser’s signature. Upon
receipt of such Opinion of Counsel and form of authorization, the Purchaser
shall promptly authorize in writing the Seller to, and the Seller shall,
effect
such Filing under the UCC without the signature of the Seller or the Purchaser
where allowed by applicable law. Notwithstanding anything else in the
transaction documents to the contrary, the Seller shall not have any authority
to effect a Filing without obtaining written authorization from the Purchaser
or
its designee.
Exhibit
1
APPENDIX
E - Standard & Poor’s Anti-Predatory Lending Categorization
REVISED
October 20, 2006
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 Law/Effective Date
|
Category
under Applicable Anti-Predatory Lending Law
|
|
Arkansas
|
Arkansas
Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000 et seq. Effective
July 16, 2003
|
High
Cost Home Loan
|
|
Cleveland
Heights, Ohio
|
Ordinance
No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq. Effective June 2, 2003
|
Covered
Loan
|
|
Colorado
|
Consumer
Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101 et seq. Effective for
covered loans offered or entered into on or after Jan. 1, 2003.
Other
provisions of the Act took effect on June 7, 2002
|
Covered
Loan
|
|
Connecticut
|
Connecticut
Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 et
seq. Effective October 1, 2001
|
High
Cost Home Loan
|
|
District
of Columbia
|
Home
Loan Protection Act, D.C. Code §§ 26-1151.01 et seq. Effective for loans
closed on or after January 28, 2003
|
Covered
Loan
|
|
Florida
|
Fair
Lending Act, Fla. Stat. Xxx. §§ 494.0078 et seq. Effective October 2, 2002
|
High
Cost Home
|
|
Georgia
(Oct. 1, 2002 - March 6, 2003)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective October 1,
2002-March 6, 2003
|
High
Cost Home Loan
|
|
Georgia
as amended (March 7, 2003 - current)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective for loans
closed on or after March 7, 2003
|
High
Cost Home Loan
|
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending Law/Effective Date
|
Category
under Applicable Anti-Predatory Lending Law
|
|
HOEPA
Section 32
|
Home
Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
§§ 226.32 and 226.34. Effective Oct. 1, 1995, amendments October
1, 2002
|
High
Cost Loan
|
|
Illinois
|
High
Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq. Effective
Jan. 1, 2004 (prior to this date, regulations under Residential
Mortgage
License Act effective from May 14, 2001)
|
High
Risk Home Loan
|
|
Indiana
|
Indiana
Home Loan Practices Act, Ind. Code Xxx. §§ 24-9-1-1 et seq. Effective
January 1, 2005; amended by 2005-HB 1179, effective July 1,
2005.
|
High
Cost Home Loan
|
|
Kansas
|
Consumer
Credit Code, Kan. Stat. Xxx. §§ 16a-1-101 et seq. Sections 16a-1-301 and
16a-3-207 became effective April 14, 1999; Section 16a-3-308a
became
effective July 1, 1999
|
High
Loan to Value Consumer Loan (id. § 16a-3-207); and High APR Consumer Loan
(id. § 16a-3-308a)
|
|
Kentucky
|
2003
KY H.B. 000 - Xxxx Xxxx Xxxx Xxxx Xxx, Xx. Rev. Stat. §§ 360.100 et seq.
Effective June 24, 2003
|
High
Cost Home Loan
|
|
Maine
|
Truth
in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq. Effective September
29, 1995, and as amended from time to time
|
High
Rate High Fee Mortgage
|
|
Massachusetts
|
Part
40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01 et
seq. Effective March 22, 2001, and amended from time to time.
|
High
Cost Home Loan
|
|
|
Massachusetts
Predatory Home Loan Practices Act. Mass. Gen. Laws ch. 183C,
§§ 1 et seq.
Effective November 7, 2004.
|
High
Cost Home Mortgage Loan
|
|
Nevada
|
Assembly
Xxxx No. 284, Nev. Rev. Stat. §§ 598D.010 et seq. Effective October 1,
2003
|
Home
Loan
|
|
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. Rev. Stat.
§§ 46:10B-22
et seq. Effective for loans closed on or after November 27,
2003
|
High
Cost Home Loan
|
|
New
Mexico
|
Home
Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of
January 1, 2004; Revised as of February 26, 2004
|
High
Cost Home Loan
|
|
N.Y.
Banking Law Article 6-l. Effective for applications made on
or after April
1, 2003
|
High
Cost Home Loan
|
|
|
North
Carolina
|
Restrictions
and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et
seq. Effective July 1, 2000; amended October 1, 2003 (adding
open-end
lines of credit)
|
High
Cost Home Loan
|
|
Ohio
|
H.B.
386 (codified in various sections of the Ohio Code), Ohio Rev.
Code Xxx.
§§ 1349.25 et seq. Effective May 24, 2002
|
Covered
Loan
|
|
Oklahoma
|
Consumer
Credit Code (codified in various sections of Title 14A). Effective
July 1,
2000; amended effective January 1, 2004
|
Subsection
10 Mortgage
|
|
Rhode
Island
|
Rhode
Island Home Loan Protection Act, R.I. Gen. Laws §§ 34-25.2-1 et seq.
Effective December 31, 2006.
|
High
Cost Home Loan
|
|
South
Carolina
|
South
Carolina High Cost and Consumer Home Loans Act, S.C. Code Xxx.
§§ 37-23-10
et seq. Effective for loans taken on or after January 1, 2004
|
High
Cost Home Loan
|
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 - March 6, 2003)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective October 1,
2002-March 6, 2003
|
Covered
Loan
|
|
New
Jersey
|
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat.
§§ 46:10B-22
et seq. Effective November 27, 2003-July 5, 2004
|
Covered
Home Loan
|
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- March 6, 2003)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective October 1,
2002-March 6, 2003
|
Home
Loan
|
|
New
Jersey
|
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat.
§§ 46:10B-22
et seq. Effective for loans closed on or after November 27,
2003
|
Home
Loan
|
|
New
Mexico
|
Home
Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of
January 1, 2004; Revised as of February 26, 2004
|
Home
Loan
|
|
North
Carolina
|
Restrictions
and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et
seq. Effective July 1, 2000; amended October 1, 2003 (adding
open-end
lines of credit)
|
Consumer
Home Loan
|
|
South
Carolina
|
South
Carolina High Cost and Consumer Home Loans Act, S.C. Code Xxx.
§§ 37-23-10
et seq. Effective for loans taken on or after January 1, 2004
|
Consumer
Home Loan
|
