ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated January 30, 2006, between Residential
Funding Corporation, a Delaware corporation ("RFC"), and Residential Funding Mortgage
Securities I, Inc., a Delaware corporation (the "Company").
Recitals
I. RFC has entered into contracts ("Seller Contracts") with various seller/servicers,
pursuant to which such seller/servicers sell to RFC mortgage loans.
II. The Company wishes to purchase from RFC certain Mortgage Loans (as hereinafter
defined) sold to RFC pursuant to the Seller Contracts.
III. The Company, RFC, as master servicer and U.S. Bank National Association, as trustee
(the "Trustee"), are entering into a Series Supplement, dated as of January 1, 2006 (the
"Series Supplement") to the Standard Terms of Pooling and Servicing Agreement, dated as of
January 1, 2006 (together with the Series Supplement, the "Pooling and Servicing
Agreement"), pursuant to which the Company proposes to issue Mortgage Pass-Through
Certificates, Series 2006-SA1 (the "Certificates") consisting of classes designated as the
Class I-A-I, Class II-A-2, Class II-A-I, Class II-A-2, Class R-I and Class R-II Certificates
(collectively, the "Senior Certificates"), Class M-1, Class M-2 and Class M-3 (collectively,
the "Class M Certificates") and Class B-1, Class B-2 and Class B-3 (collectively, the "Class
B Certificates"), representing beneficial ownership interests in a trust fund consisting
primarily of a pool of mortgage loans identified in Exhibit One and Exhibit Two to the
Series Supplement (the "Mortgage Loans").
IV. In connection with the purchase of the Mortgage Loans, the Company will assign to RFC
a de minimis portion of each of the Class R-I and Class R-II Certificates (together, the
"Class R Certificates").
V. In connection with the purchase of the Mortgage Loans and the issuance of the
Certificates, RFC wishes to make certain representations and warranties to the Company and
to assign certain of its rights under the Seller Contracts to the Company, and the Company
wishes to assume certain of RFC's obligations under the Seller Contracts.
VI. The Company and RFC intend that the conveyance by RFC to the Company of all its
right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a purchase and sale and not a loan.
NOW THEREFORE, in consideration of the recitals and the mutual promises herein and
other good and valuable consideration, the parties agree as follows:
Section 1. All capitalized terms used but not defined herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
Section 2. Concurrently with the execution and delivery hereof, RFC hereby assigns to
the Company without recourse all of its right, title and interest in and to the Mortgage
Loans, including all interest and principal received on or with respect to the Mortgage
Loans after January 1, 2006 (other than payments of principal and interest due on the
Mortgage Loans on or before January 1, 2006). In consideration of such assignment, RFC or
its designee will receive from the Company in immediately available funds an amount equal to
$276,627,826.02 plus a de minimis portion of each of the Class R Certificates. In connection
with such assignment and at the Company's direction, RFC has in respect of each Mortgage
Loan endorsed the related Mortgage Note (other than any Destroyed Mortgage Note) to the
order of the Trustee and delivered an assignment of mortgage in recordable form to the
Trustee or its agent.
RFC and the Company agree that the sale of each Pledged Asset Loan pursuant to this
Agreement will also constitute the assignment, sale, setting-over, transfer and conveyance
to the Company, without recourse (but subject to RFC's covenants, representations and
warranties specifically provided herein), of all of RFC's obligations and all of RFC's
right, title and interest in, to and under, whether now existing or hereafter acquired as
owner of such Pledged Asset Loan with respect to any and all money, securities, security
entitlements, accounts, general intangibles, payment intangibles, instruments, documents,
deposit accounts, certificates of deposit, commodities contracts, and other investment
property and other property of whatever kind or description consisting of, arising from or
related to, (i) the Credit Support Pledge Agreement, the Funding and Pledge Agreement among
the Mortgagor or other Person pledging the related Pledged Assets (the "Customer"), Combined
Collateral LLC and National Financial Services Corporation, and the Additional Collateral
Agreement between GMAC Mortgage Corporation and the Customer (collectively, the "Assigned
Contracts"), (ii) all rights, powers and remedies of RFC as owner of such Pledged Asset Loan
under or in connection with the Assigned Contracts, whether arising under the terms of such
Assigned Contracts, by statute, at law or in equity, or otherwise arising out of any default
by the Mortgagor under or in connection with the Assigned Contracts, including all rights to
exercise any election or option or to make any decision or determination or to give or
receive any notice, consent, approval or waiver thereunder, (iii) the Pledged Amounts and
all money, securities, security entitlements, accounts, general intangibles, payment
intangibles, instruments, documents, deposit accounts, certificates of deposit, commodities
contracts, and other investment property and other property of whatever kind or description
and, all cash and non-cash proceeds of the sale, exchange, or redemption of, and all stock
or conversion rights, rights to subscribe, liquidation dividends or preferences, stock
dividends, rights to interest, dividends, earnings, income, rents, issues, profits, interest
payments or other distributions of cash or other property that secures a Pledged Asset Loan,
(iv) all documents, books and records concerning the foregoing (including all computer
programs, tapes, disks and related items containing any such information) and (v) all
insurance proceeds (including proceeds from the Federal Deposit Insurance Corporation or the
Securities Investor Protection Corporation or any other insurance company) of any of the
foregoing or replacements thereof or substitutions therefor, proceeds of proceeds and the
conversion, voluntary or involuntary, of any thereof. The foregoing transfer, sale,
assignment and conveyance does not constitute and is not intended to result in the creation,
or an assumption by the Company, of any obligation of RFC, or any other Person in connection
with the Pledged Assets or under any agreement or instrument relating thereto, including any
obligation to the Mortgagor, other than as owner of the Pledged Asset Loan.
The Company and RFC intend that the conveyance by RFC to the Company of all its
right, title and interest in and to the Mortgage Loans pursuant to this Section 2 shall be,
and be construed as, a sale of the Mortgage Loans by RFC to the Company. It is, further, not
intended that such conveyance be deemed to be a pledge of the Mortgage Loans by RFC to the
Company to secure a debt or other obligation of RFC. However, in the event that the Mortgage
Loans are held to be property of RFC, or if for any reason this Agreement is held or deemed
to create a security interest in the Mortgage Loans, then it is intended that (a) this
Agreement shall be a security agreement within the meaning of Articles 8 and 9 of the
Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction; (b) the conveyance provided for in this Section shall be deemed to be, and
hereby is, a grant by RFC to the Company of a security interest in all of RFC's right, title
and interest, whether now owned or hereafter acquired, in and to any and all general
intangibles, payment intangibles, accounts, chattel paper, instruments, documents, money,
deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and
investment property consisting of, arising from or relating to any of the following: (A) the
Mortgage Loans, including (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate,
Cooperative Lease, any insurance policies and all other documents in the related Mortgage
File and (ii) with respect to each Mortgage Loan other than a Cooperative Loan, the related
Mortgage Note, the Mortgage, any insurance policies and all other documents in the related
Mortgage File, (B) all monies due or to become due pursuant to the Mortgage Loans in
accordance with the terms thereof and (C) all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other property,
including without limitation all amounts from time to time held or invested in the
Certificate Account or the Custodial Account, whether in the form of cash, instruments,
securities or other property; (c) the possession by the Trustee, the Custodian or any other
agent of the Trustee of Mortgage Notes or such other items of property as constitute
instruments, money, payment intangibles, negotiable documents, goods, deposit accounts,
letters of credit, advices of credit investment property or chattel paper shall be deemed to
be possession by the secured party, or possession by a purchaser or a person designated by
such secured party, for purposes of perfecting the security interest pursuant to the
Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction (including, without limitation, Sections 8-106, 9-313 and 9-106 thereof); and
(d) notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed notifications to, or
acknowledgments receipts or confirmations from, securities intermediaries, bailees or agents
of, or persons holding for (as applicable) the Trustee for the purpose of perfecting such
security interest under applicable law. RFC shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to ensure that, if this
Agreement were determined to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be determined to be a perfected
security interest of first priority under applicable law and will be maintained as such
throughout the term of this Agreement. Without limiting the generality of the foregoing, RFC
shall prepare and deliver to the Company not less than 15 days prior to any filing date, and
the Company shall file, or shall cause to be filed, at the expense of RFC, all filings
necessary to maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the Company's security interest
in or lien on the Mortgage Loans, including without limitation (x) continuation statements,
and (y) such other statements as may be occasioned by (1) any change of name of RFC or the
Company, (2) any change of location of the place of business or the chief executive office
of RFC, or (3) any transfer of any interest of RFC in any Mortgage Loan.
Notwithstanding the foregoing, (i) the Master Servicer shall retain all servicing
rights (including, without limitation, primary servicing and master servicing) relating to
or arising out of the Mortgage Loans, and all rights to receive servicing fees, servicing
income and other payments made as compensation for such servicing granted to it under the
Pooling and Servicing Agreement pursuant to the terms and conditions set forth therein
(collectively, the "Servicing Rights") and (ii) the Servicing Rights are not included in the
collateral in which RFC grants a security interest pursuant to the immediately preceding
paragraph.
Section 3. Concurrently with the execution and delivery hereof, the Company hereby
assigns to RFC without recourse all of its right, title and interest in and to a de minimis
portion of each of the Class R Certificates as part of the consideration payable to RFC by
the Company pursuant to this Agreement.
Section 4. RFC represents and warrants to the Company that on the date of execution
hereof (or, if otherwise specified below, as of the date so specified):
i. The information set forth in Exhibit One and Exhibit Two to the Series Supplement
with respect to each Mortgage Loan or the Mortgage Loans, as the case may be, is true and
correct, in all material respects, at the date or dates respecting which such information is
furnished;
ii. Each mortgage loan with a Loan-to-Value Ratio at origination in excess of 80%, will
be insured by a primary mortgage insurance policy (a "Primary Insurance Policy") covering at
least 30% of the principal balance of the Mortgage Loan at origination if the Loan-to-Value
Ratio is between 95.00% and 90.01%, at least 25% of the balance of the mortgage loan at
origination if the Loan-to-Value Ratio is between 90.00% and 85.01%, and at least 12% of the
balance of the mortgage loan at origination if the Loan-to-Value Ratio is between 85.00% and
80.01%. To the best of the Company's knowledge, each such Primary Insurance Policy is in
full force and effect and the Trustee is entitled to the benefits thereunder;
iii. Each Primary Insurance Policy insures the named insured and its successors and
assigns, and the issuer of the Primary Insurance Policy is an insurance company whose
claims-paying ability is currently acceptable to the Rating Agencies;
iv. Immediately prior to the assignment of the Mortgage Loans to the Company, RFC had
good title to, and was the sole owner of, each Mortgage Loan free and clear of any pledge,
lien, encumbrance or security interest (other than rights to servicing and related
compensation and, with respect to certain Mortgage Loans, the monthly payment due on the
first Due Date following the Cut-off Date), and no action has been taken or failed to be
taken by RFC that would materially adversely affect the enforceability of any Mortgage Loan
or the interests therein of any holder of the Certificates;
v. No Mortgage Loan was 30 or more days delinquent in payment of principal and interest
as of the Cut-off Date and no Mortgage Loan has been so delinquent more than once in the
12-month period prior to the Cut-off Date;
vi. Subject to clause (v) above as respects delinquencies, there is no default, breach,
violation or event of acceleration existing under any Mortgage Note or Mortgage and no event
which, with notice and expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration, and no such default, breach, violation or event
of acceleration has been waived by the Seller or by any other entity involved in originating
or servicing a Mortgage Loan;
vii. There is no delinquent tax or assessment lien against any Mortgaged Property;
viii. No Mortgagor has any right of offset, defense or counterclaim as to the related
Mortgage Note or Mortgage except as may be provided under the Servicemembers' Civil Relief
Act;
ix. None of the Mortgage Loans are Buy-Down Mortgage Loans;
x. There are no mechanics' liens or claims for work, labor or material affecting any
Mortgaged Property which are or may be a lien prior to, or equal with, the lien of the
related Mortgage, except such liens that are insured or indemnified against by a title
insurance policy described under clause (xv) below;
xi. Each Mortgaged Property is free of damage and in good repair and no notice of
condemnation has been given with respect thereto and RFC knows of nothing involving any
Mortgaged Property that could reasonably be expected to materially adversely affect the
value or marketability of any Mortgaged Property;
xii. Each Mortgage Loan at the time it was made complied in all material respects with
applicable local, state and federal laws, including, but not limited to, all applicable
anti-predatory lending laws;
xiii. Each Mortgage contains customary and enforceable provisions which render the rights
and remedies of the holder adequate to realize the benefits of the security against the
Mortgaged Property, including (i) in the case of a Mortgage that is a deed of trust, by
trustee's sale, (ii) by summary foreclosure, if available under applicable law, and (iii)
otherwise by foreclosure, and there is no homestead or other exemption available to the
Mortgagor that would interfere with such right to sell at a trustee's sale or right to
foreclosure, subject in each case to applicable federal and state laws and judicial
precedents with respect to bankruptcy and right of redemption;
xiv. With respect to each Mortgage that is a deed of trust, a trustee duly qualified under
applicable law to serve as such is properly named, designated and serving, and except in
connection with a trustee's sale after default by a Mortgagor, no fees or expenses are
payable by the Seller or RFC to the trustee under any Mortgage that is a deed of trust;
xv. A policy of title insurance in the form and amount required by the Program Guide was
effective as of the closing of each Mortgage Loan, is valid and binding and remains in full
force and effect, unless the Mortgaged Properties are located in the State of Iowa and an
attorney's certificate has been provided as described in the Program Guide;
xvi. The Mortgage Loans are conventional. hybrid adjustable-rate, fully amortizing, first
lien mortgage loans having terms to maturity of not more than 30 years from the date of
origination or modification with monthly payments due, with respect to a majority of the
Mortgage Loans, on the first day of each month;
xvii. No Mortgage Loan provides for deferred interest or negative amortization;
xviii. The improvements upon the Mortgaged Properties are insured against loss by fire and
other hazards as required by the Program Guide including flood insurance if required under
the National Flood Insurance Act of 1968, as amended. The Mortgage requires the Mortgagor to
maintain such casualty insurance at the Mortgagor's expense, and on the Mortgagor's failure
to do so, authorize the holder of the Mortgage to obtain and maintain such insurance at the
Mortgagor's expense and to seek reimbursement therefore from the Mortgagor;
xix. If any of the Mortgage Loans are secured by a leasehold interest, with respect to
each leasehold interest: the use of leasehold estates for residential properties is an
accepted practice in the area where the related Mortgaged Property is located; residential
property in such area consisting of leasehold estates is readily marketable; the lease is
recorded and no party is in any way in breach of any provision of such lease; the leasehold
is in full force and effect and is not subject to any prior lien or encumbrance by which the
leasehold could be terminated or subject to any charge or penalty; and the remaining term of
the lease does not terminate less than ten years after the maturity date of such Mortgage
Loan;
xx. Each Assigned Contract relating to each Pledged Asset Loan is a valid, binding and
legally enforceable obligation of the parties thereto, enforceable in accordance with their
terms, except as limited by bankruptcy, insolvency or other similar laws affecting generally
the enforcement of creditor's rights;
xxi. The Assignor is the holder of all of the right, title and interest as owner of each
Pledged Asset Loan in and to each of the Assigned Contracts delivered and sold to the
Company hereunder, and the assignment hereof by RFC validly transfers such right, title and
interest to the Company free and clear of any pledge, lien, or security interest or other
encumbrance of any Person;
xxii. The full amount of the Pledged Amount with respect to such Pledged Asset Loan has
been deposited with the custodian under the Credit Support Pledge Agreement and is on
deposit in the custodial account held thereunder as of the date hereof;
xxiii. RFC is a member of MERS, in good standing, and current in payment of all fees and
assessments imposed by MERS, and has complied with all rules and procedures of MERS in
connection with its assignment to the Trustee as assignee of the Company of the Mortgage
relating to each Mortgage Loan that is registered with MERS, including, among other things,
that RFC shall have confirmed the transfer to the Trustee, as assignee of the Company, of
the Mortgage on the MERS(R)System;
xxiv. No instrument of release or waiver has been executed in connection with the Mortgage
Loans, and no Mortgagor has been released, in whole or in part from its obligations in
connection with a Mortgage Loan;
xxv. With respect to each Mortgage Loan, either (i) the Mortgage Loan is assumable
pursuant to the terms of the Mortgage Note, or (ii) the Mortgage Loan contains a customary
provision for the acceleration of the payment of the unpaid principal balance of the
Mortgage Loan in the event the related Mortgaged Property is sold without the prior consent
of the mortgagee thereunder;
xxvi. The proceeds of the Mortgage Loan have been fully disbursed, there is no requirement
for future advances thereunder and any and all requirements as to completion of any on-site
or off-site improvements and as to disbursements of any escrow funds therefor (including any
escrow funds held to make Monthly Payments pending completion of such improvements) have
been complied with. All costs, fees and expenses incurred in making, closing or recording
the Mortgage Loans were paid;
xxvii. The appraisal was made by an appraiser who meets the minimum qualifications for
appraisers as specified in the Program Guide;
xxviii. To the best of RFC's knowledge, any escrow arrangements established with respect to
any Mortgage Loan are in compliance with all applicable local, state and federal laws and
are in compliance with the terms of the related Mortgage Note;
xxix. Each Mortgage Loan was originated (1) by a savings and loan association, savings
bank, commercial bank, credit union, insurance company or similar institution that is
supervised and examined by a federal or state authority, (2) by a mortgagee approved by the
Secretary of HUD pursuant to Sections 203 and 211 of the National Housing Act, as amended,
or (3) by a mortgage broker or correspondent lender in a manner such that the Certificates
would qualify as "mortgage related securities" within the meaning of Section 3(a)(41) of the
Securities Exchange Act of 1934, as amended;
xxx. All improvements which were considered in determining the Appraised Value of the
Mortgaged Properties lie wholly within the boundaries and the building restriction lines of
the Mortgaged Properties, or the policy of title insurance affirmatively insures against
loss or damage by reason of any violation, variation, encroachment or adverse circumstance
that either is disclosed or would have been disclosed by an accurate survey;
xxxi. Each Mortgage Note and Mortgage constitutes a legal, valid and binding obligation of
the Borrower enforceable in accordance with its terms except as limited by bankruptcy,
insolvency or other similar laws affecting generally the enforcement of creditor's rights;
xxxii. None of the Mortgage Loans are subject to the Home Ownership and Equity Protection
Act of 1994;
xxxiii. None of the Mortgage Loans are loans that, under applicable state or local law in
effect at the time of origination of the loan, are referred to as (1) "high-cost" or
"covered" loans or (2) any other similar designation if the law imposes greater restrictions
or additional legal liability for residential mortgage loans with high interest rates,
points and/or fees;
xxxiv. No Mortgage Loan was originated on or after October 1, 2002 and before March 7, 2003,
which is secured by property located in the State of Georgia;
xxxv. None of the proceeds of any Mortgage Loan were used to finance the purchase of single
premium credit insurance policies;
xxxvi. No Mortgage Loan contains prepayment penalties that extend beyond five years
after the date of origination; and
xxxvii. No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms
are defined in Appendix E of the Standard & Poor's Glossary For File Format For LEVELS(R)
Version 5.6c Revised (attached hereto as Exhibit A)); provided that no Qualified Substitute
Mortgage Loan shall be a High Cost Loan or Covered Loan (as such terms are defined in
Appendix E of the Standard & Poor's Glossary For File Format For LEVELS(R)in effect on the
date of substitution), unless the Company shall have received from S&P written confirmation
that the inclusion of any such Mortgage Loan will not adversely affect the then current
ratings assigned to any of the Certificates by S&P.
RFC shall provide written notice to GMAC Mortgage Corporation of the sale of
each Pledged Asset Loan to the Company hereunder and by the Company to the Trustee under the
Pooling and Servicing Agreement, and shall maintain the Schedule of Additional Owner
Mortgage Loans (as defined in the Credit Support Pledge Agreement), showing the Trustee as
the Additional Owner of each such Pledged Asset Loan, all in accordance with Section 7.1 of
the Credit Support Pledge Agreement.
Upon discovery by RFC or upon notice from the Company or the Trustee of a
breach of the foregoing representations and warranties in respect of any Mortgage Loan which
materially and adversely affects the interests of any holders of the Certificates or of the
Company in such Mortgage Loan or upon the occurrence of a Repurchase Event (hereinafter
defined), notice of which breach or occurrence shall be given to the Company by RFC, if it
discovers the same, RFC shall, within 90 days after the earlier of its discovery or receipt
of notice thereof, either cure such breach or Repurchase Event in all material respects or,
either (i) purchase such Mortgage Loan from the Trustee or the Company, as the case may be,
at a price equal to the Purchase Price for such Mortgage Loan or (ii) substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan in the manner and subject to the
limitations set forth in Section 2.04 of the Pooling and Servicing Agreement. If the breach
of representation and warranty that gave rise to the obligation to repurchase or substitute
a Mortgage Loan pursuant to this Section 4 was the representation set forth in clause (xii)
of this Section 4, then RFC shall pay to the Trust Fund, concurrently with and in addition to
the remedies provided in the preceding sentence, an amount equal to any liability, penalty
or expense that was actually incurred and paid out of or on behalf of the Trust Fund, and
that directly resulted from such breach, or if incurred and paid by the Trust Fund
thereafter, concurrently with such payment. Notwithstanding the foregoing, RFC shall not be
required to cure breaches, Repurchase Events or purchase or substitute for Mortgage Loans as
provided above if the substance of such breach or Repurchase Event also constitutes fraud in
the origination of the Mortgage Loan.
Section 5. With respect to each Mortgage Loan, a first lien repurchase event
("Repurchase Event") shall have occurred if it is discovered that, as of the date thereof,
the related Mortgage was not a valid first lien on the related Mortgaged Property subject
only to (i) the lien of real property taxes and assessments not yet due and payable, (ii)
covenants, conditions, and restrictions, rights of way, easements and other matters of
public record as of the date of recording of such Mortgage and such permissible title
exceptions as are listed in the Program Guide and (iii) other matters to which like
properties are commonly subject which do not materially adversely affect the value, use,
enjoyment or marketability of the Mortgaged Property. In addition, with respect to any
Mortgage Loan as to which the Company delivers to the Trustee or the Custodian an affidavit
certifying that the original Mortgage Note has been lost or destroyed, if such Mortgage Loan
subsequently is in default and the enforcement thereof or of the related Mortgage is
materially adversely affected by the absence of the original Mortgage Note, a Repurchase
Event shall be deemed to have occurred and RFC will be obligated to repurchase or substitute
for such Mortgage Loan in the manner set forth in Section 4 above.
Section 6. Concurrently with the execution and delivery hereof, RFC hereby assigns to
the Company, and the Company hereby assumes, all of RFC's rights and obligations under the
Seller Contracts with respect to the Mortgage Loans to be serviced under the Pooling and
Servicing Agreement, insofar as such rights and obligations relate to (a) any
representations and warranties regarding a Mortgage Loan made by a Seller under any Seller
Contract and any remedies available under the Seller Contract for a breach of any such
representations and warranties if (i) the substance of such breach also constitutes fraud in
the origination of the Mortgage Loan or (ii) the representation and warranty relates to the
absence of toxic materials or other environmental hazards that could affect the Mortgaged
Property, or (b) the Seller's obligation to deliver to RFC the documents required to be
contained in the Mortgage File and any rights and remedies available to RFC under the Seller
Contract in respect of such obligation or in the event of a breach of such obligation;
provided that, notwithstanding the assignment and assumption hereunder, RFC shall have the
concurrent right to exercise remedies and pursue indemnification upon a breach by a Seller
under any Seller Contract of any of its representations and warranties.
Section 7. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns, and no other person shall have any right
or obligation hereunder.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have entered into this Assignment and
Assumption Agreement on the date first written above.
RESIDENTIAL FUNDING CORPORATION
By:
Name: Xxxx Xxxxx
Title: Associate
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
EXHIBIT A
APPENDIX E OF THE STANDARD & POOR'S GLOSSARY FOR FILE
FORMAT FOR LEVELS(R)VERSION 5.6C REVISED
REVISED July 11, 2005
Standard & Poor's has categorized loans governed by anti-predatory lending laws in the
Jurisdictions listed below into three categories based upon a combination of factors that
include (a) the risk exposure associated with the assignee liability and (b) the tests and
thresholds set forth in those laws. Note that certain loans classified by the relevant
statute as Covered are included in Standard & Poor's High Cost Loan Category because they
included thresholds and tests that are typical of what is generally considered High Cost by
the industry.
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
------------------------------------------------------------------------------------------------
---------------------------------------- --------------------------
State/Jurisdiction Name of Anti-Predatory Lending Category under
Applicable
Anti-Predatory Lending
Law/Effective Date Law
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Arkansas Arkansas Home Loan Protection Act, High Cost Home Loan
Ark. Code Xxx.ss.ss.00-00-000 et seq.
Effective July 16, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Code Covered Loan
ss.ss.757.01 et seq.
Effective June 2, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Colorado Consumer Equity Protection, Colo. Covered Loan
Stat. Xxx.ss.ss.5-3.5-101 et seq.
Effective for covered loans offered or
entered into on or after January 1,
2003. Other provisions of the Act took
effect on June 7, 2002
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Connecticut Connecticut Abusive Home Loan Lending High Cost Home Loan
Practices Act, Conn. Gen. Xxxx.xx.xx.
36a-746 et seq.
Effective October 1, 2001
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
District of Columbia Home Loan Protection Act, D.C. Codess.ss.Covered Loan
26-1151.01 et seq.
Effective for loans closed on or after
January 28, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Florida Fair Lending Act, Fla. Stat. Xxx. High Cost Home Loan
xx.xx. 494.0078 et seq.
Effective October 2, 2002
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Georgia (Oct. 1, 0000 - Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code High Cost Home Loan
Mar. 6, 2003) Xxx.ss.ss.7-6A-1 et seq.
Effective October 1, 2002 - March 6,
2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Georgia as amended (Mar. Georgia Fair Lending Act, Ga. Code High Cost Home Loan
7, 2003 - current) Xxx.ss.ss.7-6A-1 et seq.
Effective for loans closed on or after
March 7, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
HOEPA Section 32 Home Ownership and Equity Protection High Cost Loan
Act of 1994, 15 U.S.C. ss. 1639,
12 C.F.R.ss.ss.226.32 and 226.34
Effective October 1, 1995, amendments
October 1, 2002
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Illinois High Risk Home Loan Act, Ill. Comp. High Risk Home Loan
Stat. tit. 815,ss.ss.137/5 et seq.
Effective January 1, 2004 (prior to
this date, regulations under
Residential Mortgage License Act
effective from May 14, 2001)
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Kansas Consumer Credit Code, Kan. Stat. Xxx. High Loan to Value
ss.ss.16a-1-101 et seq. Consumer Loan (id.
ss. 16a-3-207) and;
Sections 16a-1-301 and 16a-3-207
became effective April 14, 1999;
Section 16a-3-308a became effective
July 1, 1999
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
High APR Consumer Loan
(id.ss.16a-3-308a)
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Kentucky 2003 KY H.B. 287 - High Cost Home Loan High Cost Home Loan
Act, Ky. Rev. Stat.ss.ss.360.100 et seq.
Effective June 24, 2003
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Maine Truth in Lending, Me. Rev. Stat. High Rate High Fee
tit. 9-A,ss.ss.8-101 et seq. Mortgage
Effective September 29, 1995 and as
amended from time to time
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Massachusetts Part 40 and Part 32, 209 C.M.R. High Cost Home Loan
xx.xx. 32.00 et seq. and 209 C.M.R.
xx.xx. 40.01 et seq.
Effective March 22, 2001 and amended
from time to time
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Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. Home Loan
ss.ss.598D.010 et seq.
Effective October 1, 2003
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New Jersey New Jersey Home Ownership Security Act High Cost Home Loan
of 2002, N.J. Rev. Xxxx.xx.xx. 46:10B-22
et seq.
Effective for loans closed on or after
November 27, 2003
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New Mexico Home Loan Protection Act, N.M. Rev. High Cost Home Loan
Stat.ss.ss.58-21A-1 et seq.
Effective as of January 1, 2004;
Revised as of February 26, 2004
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New York N.Y. Banking Law Article 6-l High Cost Home Loan
Effective for applications made on or
after April 1, 2003
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North Carolina Restrictions and Limitations on High High Cost Home Loan
Cost Home Loans, N.C. Gen. Stat.
xx.xx. 24-1.1E et seq.
Effective July 1, 2000; amended
October 1, 2003 (adding open-end lines
of credit)
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Ohio H.B. 386 (codified in various sections Covered Loan
of the Ohio Code), Ohio Rev. Code Xxx.
ss.ss.1349.25 et seq.
Effective May 24, 2002
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Oklahoma Consumer Credit Code (codified in Subsection 10 Mortgage
various sections of Title 14A)
Effective July 1, 2000; amended
effective January 1, 2004
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South Carolina South Carolina High Cost and Consumer High Cost Home Loan
Home Loans Act, S.C. Code Xxx.xx.xx.
37-23-10 et seq.
Effective for loans taken on or after
January 1, 2004
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West Virginia West Virginia Residential Mortgage West Virginia Mortgage
Lender, Broker and Servicer Act, Loan Act Loan
W. Va. Code Xxx.ss.ss.31-17-1 et seq.
Effective June 5, 2002
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STANDARD & POOR'S COVERED LOAN CATEGORIZATION
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State/Jurisdiction Name of Anti-Predatory Lending Category under
Applicable
Anti-Predatory Lending
Law/Effective Date Law
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Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code Covered Loan
Mar. 6, 2003) Xxx.ss.ss.7-6A-1 et seq.
Effective October 1, 2002 - March 6,
2003
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New Jersey New Jersey Home Ownership Security Act Covered Home Loan
of 2002, N.J. Rev. Xxxx.xx.xx. 46:10B-22
et seq.
Effective November 27, 2003 - July 5,
2004
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STANDARD & POOR'S HOME LOAN CATEGORIZATION
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State/Jurisdiction Name of Anti-Predatory Lending Category under
Applicable
Anti-Predatory Lending
Law/Effective Date Law
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Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code Home Loan
Mar. 6, 2003) Xxx.ss.ss.7-6A-1 et seq.
Effective October 1, 2002 - March 6,
2003
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New Jersey New Jersey Home Ownership Security Act Home Loan
of 2002, N.J. Rev. Xxxx.xx.xx. 46:10B-22
et seq.
Effective for loans closed on or after
November 27, 2003
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New Mexico Home Loan Protection Act, N.M. Rev. Home Loan
Stat.ss.ss.58-21A-1 et seq.
Effective as of January 1, 2004;
Revised as of February 26, 2004
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North Carolina Restrictions and Limitations on High Consumer Home Loan
Cost Home Loans, N.C. Gen. Stat.
xx.xx. 24-1.1E et seq.
Effective July 1, 2000; amended
October 1, 2003 (adding open-end lines
of credit)
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South Carolina South Carolina High Cost and Consumer Consumer Home Loan
Home Loans Act, S.C. Code Xxx.xx.xx.
37-23-10 et seq.
Effective for loans taken on or after
January 1, 2004
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