ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated September 28, 2006, between Residential
Funding Corporation, a StateDelaware corporation (“RFC”), and Residential Accredit Loans, Inc., a
StateplaceDelaware corporation (the “Company”).
Recitals
A. RFC has entered into contracts (“Seller Contracts”) with various seller/servicers,
pursuant to which such seller/servicers sell to RFC mortgage loans.
B. The Company wishes to purchase from RFC certain Mortgage Loans (as hereinafter
defined) sold to RFC pursuant to the Seller Contracts.
C. The Company, RFC, as master servicer, and Deutsche Bank Trust Company Americas, as
trustee (the “Trustee”), are entering into a Series Supplement, dated as of September 1, 2006 (the
“Series Supplement”), and the Standard Terms of Pooling and Servicing Agreement, dated as of March 1,
2006 (collectively, the “Pooling and Servicing Agreement”), pursuant to which the Company proposes to
issue Mortgage Asset-Backed Pass-Through Certificates, Series 2006-QS13 (the “Certificates”) consisting
of nineteen classes designated as Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class
I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-P, Class I-A-V,
Class II-A-1, Class II-A-P, Class II-A-V, Class R-I, Class R-II and Class R-III Certificates; and twelve
classes designated as Class I-M-1, Class I-M-2, Class I-M-3, Class II-M-1, Class II-M-2 and Class II-M-3
(collectively the “Class M Certificates”), Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class
II-B-2 and Class II-B-3 Certificates (collectively the “Class B Certificates”) representing beneficial
ownership interests in a trust fund consisting primarily of a pool of mortgage loans identified in
Exhibit One to the Series Supplement (the “Mortgage Loans”).
D. In connection with the purchase of the Mortgage Loans, the Company will assign to
RFC the Class I-A-P Certificates, the Class I-A-V Certificates, the Class II-A-P Certificates and the
Class II-A-V Certificates and a de minimis portion of each of the Class R-I Certificates, Class R-II
Certificates and Class R-III Certificates.
E. In connection with the purchase of the Mortgage Loans and the issuance of the
Certificates, RFC wishes to make certain representations and warranties to the Company.
F. The Company and RFC intend that the conveyance by RFC to the Company of all its
right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a
purchase and sale and not a loan.
NOW THEREFORE, in consideration of the recitals and the mutual promises herein and
other good and valuable consideration, the parties agree as follows:
1. All capitalized terms used but not defined herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.
2. Concurrently with the execution and delivery hereof, RFC hereby assigns to the
Company without recourse all of its right, title and interest in and to the Mortgage Loans, including
all interest and principal, and with respect to the Sharia Mortgage Loans, all amounts in respect of
profit payments and acquisition payments, received on or with respect to the Mortgage Loans after
September 1, 2006 (other than payments of principal and interest, and with respect to the Sharia
Mortgage Loans, all amounts in respect of profit payments and acquisition payments due on the Mortgage
Loans on or before September 30, 2006). In consideration of such assignment, RFC or its designee will
receive from the Company in immediately available funds an amount equal to $ 639,576,858.06, the Class
I-A-P Certificates, the Class I-A-V Certificates, the Class II-A-P Certificates, the Class II-A-V
Certificates and a de minimis portion of each of the Class R-I Certificates, Class R-II Certificates and
Class R-III Certificates. In connection with such assignment and at the Company’s direction, RFC has
in respect of each Mortgage Loan endorsed the related Mortgage Note (other than any Destroyed Mortgage
Note) to the order of the Trustee and delivered an assignment of mortgage or security instrument, as
applicable, in recordable form to the Trustee or its agent.
RFC and the Company agree that the sale of each Pledged Asset Loan pursuant to this Agreement
will also constitute the assignment, sale, setting-over, transfer and conveyance to the Company, without
recourse (but subject to RFC’s covenants, representations and warranties specifically provided herein),
of all of RFC’s obligations and all of RFC’s right, title and interest in, to and under, whether now
existing or hereafter acquired as owner of such Pledged Asset Loan with respect to any and all money,
securities, security entitlements, accounts, general intangibles, payment intangibles, instruments,
documents, deposit accounts, certificates of deposit, commodities contracts, and other investment
property and other property of whatever kind or description consisting of, arising from or related, (i)
the Credit Support Pledge Agreement, the Funding and Pledge Agreement among the Mortgagor or other
Person pledging the related Pledged Assets (the “Customer”), Combined Collateral LLC and National
Financial Services Corporation, and the Additional Collateral Agreement between GMAC Mortgage
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. Nonetheless, (a) this Agreement is intended to be and hereby is a security agreement within the
meaning of Articles 8 and 9 of the Minnesota Uniform Commercial Code and the Uniform Commercial Code of
any other applicable jurisdiction; (b) the conveyance provided for in this Section shall be deemed to
be, and hereby is, a grant by RFC to the Company of a security interest in all of RFC’s right, title and
interest, whether now owned or hereafter acquired, in and to any and all general intangibles, payment
intangibles, accounts, chattel paper, instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit and investment property consisting of, arising from
or relating to any of the following: (A) the Mortgage Loans, including (i) with respect to each
Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease,
Cooperative Stock Certificate, Cooperative Lease, any insurance policies and all other documents in the
related Mortgage File, (ii) with respect to each Sharia Mortgage Loan, the related Sharia Mortgage Loan
Security Instrument, Sharia Mortgage Loan Co-Ownership Agreement, Obligation to Pay, Assignment
Agreement and Amendment of Security Instrument, any insurance policies and all other documents in the
related Mortgage File and (iii) with respect to each Mortgage Loan other than a Cooperative Loan or a
Sharia Mortgage Loan, the related Mortgage Note, the Mortgage, any insurance policies and all other
documents in the related Mortgage File, (B) all monies due or to become due pursuant to the Mortgage
Loans in accordance with the terms thereof and (C) all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other property, including without
limitation all amounts from time to time held or invested in the Certificate Account or the Custodial
Account, whether in the form of cash, instruments, securities or other property; (c) the possession by
the Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes or such other items of
property as constitute instruments, money, payment intangibles, negotiable documents, goods, deposit
accounts, letters of credit, advices of credit, investment property or chattel paper shall be deemed to
be “possession by the secured party,” or possession by a purchaser or a person designated by such
secured party, for purposes of perfecting the security interest pursuant to the Minnesota Uniform
Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction (including, without
limitation, Sections 8-106, 9-313 and 9-106 thereof); and (d) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding such property, shall be
deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries,
bailees or agents of, or persons holding for, (as applicable) the Trustee for the purpose of perfecting
such security interest under applicable law. RFC shall, to the extent consistent with this Agreement,
take such reasonable actions as may be necessary to ensure that, if this Agreement were determined to
create a security interest in the Mortgage Loans and the other property described above, such security
interest would be determined to be a perfected security interest of first priority under applicable law
and will be maintained as such throughout the term of this Agreement. Without limiting the generality
of the foregoing, RFC shall prepare and deliver to the Company not less than 15 days prior to any filing
date, and the Company shall file, or shall cause to be filed, at the expense of RFC, all filings
necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial
Code as in effect in any jurisdiction to perfect the Company’s security interest in or lien on the
Mortgage Loans, including without limitation (x) continuation statements, and (y) such other statements
as may be occasioned by (1) any change of name of RFC or the Company, (2) any change of location of the
state of formation, place of business or the chief executive office of RFC, or (3) any transfer of any
interest of RFC in any Mortgage Loan.
Notwithstanding the foregoing, (i) the Master Servicer shall retain all servicing
rights (including, without limitation, primary servicing and master servicing) relating to or arising
out of the Mortgage Loans, and all rights to receive servicing fees, servicing income and other payments
made as compensation for such servicing granted to it under the Pooling and Servicing Agreement pursuant
to the terms and conditions set forth therein (collectively, the “Servicing Rights”) and (ii) the
Servicing Rights are not included in the collateral in which RFC grants a security interest pursuant to
the immediately preceding paragraph.
3. Concurrently with the execution and delivery hereof, the Company hereby assigns to
RFC without recourse all of its right, title and interest in and to the Class I-A-P Certificates, the
Class I-A-V Certificates, the Class II-A-P Certificates and the Class II-A-V Certificates and a de
minimis portion of each of the Class R-I Certificates, Class R-II Certificates and Class R-III
Certificates as part of the consideration payable to RFC by the Company pursuant to this Agreement.
4. RFC represents and warrants to the Company that on the date of execution hereof
(or, if otherwise specified below, as of the date so specified):
(a) The information set forth in Exhibit One to the Series Supplement with respect
to each Mortgage Loan or the Mortgage Loans, as the case may be, is true and correct in all material
respects, at the date or dates respecting which such information is furnished;
(b) Each Mortgage Loan is required to be covered by a standard hazard insurance
policy. Each Group I Loan with a Loan-to-Value Ratio at origination in excess of 80% will be insured by
a Primary Insurance Policy covering at least 35% of the principal balance of the Mortgage Loan at
origination if the Loan-to-Value Ratio is between 100.00% and 95.01%, at least 30% of the principal
balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, at
least 25% of the balance if the Loan-to-Value Ratio is between 90.00% and 85.01% and at least 12% of the
balance if the Loan-to-Value Ratio is between 85.00% and 80.01%. Each Group II Loan with a
Loan-to-Value Ratio at origination in excess of 80% will be insured by a Primary Insurance Policy
covering at least 30% of the principal balance of the Mortgage Loan at origination if the Loan-to-Value
Ratio is between 100.00% and 95.01%, at least 25% of the principal balance of the Mortgage Loan at
origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, at least 12% of the balance if the
Loan-to-Value Ratio is between 90.00% and 85.01% and at least 6% of the balance if the Loan-to-Value
Ratio is between 85.00% and 80.01%. To the best of the Company’s knowledge, each such Primary Insurance
Policy is in full force and effect and the Trustee is entitled to the benefits thereunder;
(c) Each Primary Insurance Policy insures the named insured and its successors and
assigns, and the issuer of the Primary Insurance Policy is an insurance company whose claims-paying
ability is currently acceptable to the Rating Agencies;
(d) Immediately prior to the assignment of the Mortgage Loans to the Company, RFC
had good title to, and was the sole owner of, each Mortgage Loan free and clear of any pledge, lien,
encumbrance or security interest (other than rights to servicing and related compensation and, with
respect to certain Mortgage Loans, the monthly payment due on the first Due Date following the Cut-off
Date), and no action has been taken or failed to be taken by RFC that would materially adversely affect
the enforceability of any Mortgage Loan or the interests therein of any holder of the Certificates;
(e) No Mortgage Loan was 30 or more days delinquent in payment of principal and
interest as of the Cut-off Date and no Mortgage Loan has been so delinquent more than once in the
12-month period prior to the Cut-off Date;
(f) Subject to clause (e) above as respects delinquencies, there is no default,
breach, violation or event of acceleration existing under any Mortgage Note or Mortgage and no event
which, with notice and expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration, and no such default, breach, violation or event of acceleration has
been waived by the Seller or by any other entity involved in originating or servicing a Mortgage Loan;
(g) There is no delinquent tax or assessment lien against any Mortgaged Property;
(h) No Mortgagor has any right of offset, defense or counterclaim as to the
related Mortgage Note or Mortgage except as may be provided under the Servicemembers Civil Relief Act,
formerly known as the Soldiers’ and Sailors’ Civil Relief Act of 1940, as amended, and except with
respect to any buydown agreement for a Buydown Mortgage Loan;
(i) There are no mechanics’ liens or claims for work, labor or material affecting
any Mortgaged Property which are or may be a lien prior to, or equal with, the lien of the related
Mortgage, except such liens that are insured or indemnified against by a title insurance policy
described under clause (aa) below;
(j) Each Mortgaged Property is free of damage and in good repair and no notice of
condemnation has been given with respect thereto and RFC knows of nothing involving any Mortgaged
Property that could reasonably be expected to materially adversely affect the value or marketability of
any Mortgaged Property;
(k) Each Mortgage Loan at the time it was made complied in all material respects
with applicable local, state, and federal laws, including, but not limited to, all applicable
anti-predatory lending laws;
(l) Each Mortgage contains customary and enforceable provisions which render the
rights and remedies of the holder adequate to realize the benefits of the security against the Mortgaged
Property, including (i) in the case of a Mortgage that is a deed of trust, by trustee’s sale, (ii) by
summary foreclosure, if available under applicable law, and (iii) otherwise by foreclosure, and there is
no homestead or other exemption available to the Mortgagor that would interfere with such right to sell
at a trustee’s sale or right to foreclosure, subject in each case to applicable federal and state laws
and judicial precedents with respect to bankruptcy and right of redemption;
(m) With respect to each Mortgage that is a deed of trust, a trustee duly
qualified under applicable law to serve as such is properly named, designated and serving, and except in
connection with a trustee’s sale after default by a Mortgagor, no fees or expenses are payable by the
Seller or RFC to the trustee under any Mortgage that is a deed of trust;
(n) The Mortgage Loans are conventional, fixed rate, first mortgage loans having
terms to maturity of not more than 30 years from the date of origination or modification with monthly
payments due, with respect to a majority of the Mortgage Loans, on the first day of each month;
(o) No Mortgage Loan provides for deferred interest or negative amortization;
(p) If any of the Mortgage Loans are secured by a leasehold interest, with respect
to each leasehold interest: the use of leasehold estates for residential properties is an accepted
practice in the area where the related Mortgaged Property is located; residential property in such area
consisting of leasehold estates is readily marketable; the lease is recorded and no party is in any way
in breach of any provision of such lease; the leasehold is in full force and effect and is not subject
to any prior lien or encumbrance by which the leasehold could be terminated or subject to any charge or
penalty; and the remaining term of the lease does not terminate less than ten years after the maturity
date of such Mortgage Loan;
(q) Each Assigned Contract relating to each Pledged Asset Loan is a valid, binding
and legally enforceable obligation of the parties thereto, enforceable in accordance with their terms,
except as limited by bankruptcy, insolvency or other similar laws affecting generally the enforcement of
creditor’s rights;
(r) The Assignor is the holder of all of the right, title and interest as owner of
each Pledged Asset Loan in and to each of the Assigned Contracts delivered and sold to the Company
hereunder, and the assignment hereof by RFC validly transfers such right, title and interest to the
Company free and clear of any pledge, lien, or security interest or other encumbrance of any Person;
(s) The full amount of the Pledged Amount with respect to such Pledged Asset Loan
has been deposited with the custodian under the Credit Support Pledge Agreement and is on deposit in the
custodial account held thereunder as of the date hereof;
(t) RFC is a member of MERS, in good standing, and current in payment of all fees
and assessments imposed by MERS, and has complied with all rules and procedures of MERS in connection
with its assignment to the Trustee as assignee of the Depositor of the Mortgage relating to each
Mortgage Loan that is registered with MERS, including, among other things, that RFC shall have confirmed
the transfer to the Trustee, as assignee of the Depositor, of the Mortgage on the MERS® System;
(u) No instrument of release or waiver has been executed in connection with the
Mortgage Loans, and no Mortgagor has been released, in whole or in part from its obligations in
connection with a Mortgage Loan;
(v) With respect to each Mortgage Loan, either (i) the Mortgage Loan is assumable
pursuant to the terms of the Mortgage Note, or (ii) the Mortgage Loan contains a customary provision for
the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event the
related Mortgaged Property is sold without the prior consent of the mortgagee thereunder;
(w) The proceeds of the Mortgage Loan have been fully disbursed, there is no
requirement for future advances thereunder and any and all requirements as to completion of any on-site
or off-site improvements and as to disbursements of any escrow funds therefor (including any escrow
funds held to make Monthly Payments pending completion of such improvements) have been complied with.
All costs, fees and expenses incurred in making, closing or recording the Mortgage Loans were paid;
(x) Except with respect to approximately 2.2% of the Group I Loans and 1.8% of the
Group II Loans, the appraisal was made by an appraiser who meets the minimum qualifications for
appraisers as specified in the Program Guide;
(y) To the best of RFC’s knowledge, any escrow arrangements established with
respect to any Mortgage Loan are in compliance with all applicable local, state and federal laws and are
in compliance with the terms of the related Mortgage Note;
(z) Each Mortgage Loan was originated (1) by a savings and loan association,
savings bank, commercial bank, credit union, insurance company or similar institution that is supervised
and examined by a federal or state authority, (2) by a mortgagee approved by the Secretary of HUD
pursuant to Sections 203 and 211 of the National Housing Act, as amended, or (3) by a mortgage broker or
correspondent lender in a manner such that the Certificates would qualify as “mortgage related
securities” within the meaning of Section 3(a)(41) of the Securities Exchange Act of 1934, as amended;
(aa) All improvements which were considered in determining the Appraised Value of
the Mortgaged Properties lie wholly within the boundaries and the building restriction lines of the
Mortgaged Properties, or the policy of title insurance affirmatively insures against loss or damage by
reason of any violation, variation, encroachment or adverse circumstance that either is disclosed or
would have been disclosed by an accurate survey;
(bb) Each Mortgage Note and Mortgage constitutes a legal, valid and binding
obligation of the borrower, or the consumer in the case of the Sharia Mortgage Loans, enforceable in
accordance with its terms except as limited by bankruptcy, insolvency or other similar laws affecting
generally the enforcement of creditor’s rights;
(cc) None of the Mortgage Loans are subject to the Home Ownership and Equity
Protection Act of 1994;
(dd) None of the Mortgage Loans are loans that, under applicable state or local law
in effect at the time of origination of such loan, are referred to as (1) “high cost” or “covered” loans
or (2) any other similar designation if the law imposes greater restrictions or additional legal
liability for residential mortgage loans with high interest rates, points and/or fees;
(ee) None of the Mortgage Loans secured by a property located in the State of
placecountry-regionGeorgia were originated on or after October 1, 2002 and before March 7, 2003;
(ff) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such
terms are defined in the then current Standard & Poor’s LEVELS® Glossary which is now Version 5.7
Revised, Appendix E (attached hereto as Exhibit A)); provided that no representation and warranty is
made in this clause (ff) with respect to 0.0% of the Mortgage Loans (by outstanding principal balance as
of the Cut-off Date) secured by property located in the State of Kansas, and with respect to 0.1% of the
Mortgage Loans (by outstanding principal balance as of the Cut-off Date) secured by property located in
the State of West Virginia;
(gg) With respect to each Sharia Mortgage Loan, mortgage pass-through certificates
or notes representing interests in mortgage loans that are in all material respects of the same type as
the Mortgage Loans, and which are structured to be permissible under Islamic law utilizing a declining
balance co-ownership structure, have been, for a least one year prior to the date hereof, (a) held by
investors other than employee benefit plans, and (b) rated at least BBB- or Baa3, as applicable, by a
Rating Agency; and
(hh) No fraud or misrepresentation has taken place in connection with the
origination of any Mortgage Loan.
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 and warranty set forth in clause (k) or (hh) of this Section 4, then RFC shall pay
to the Trust Fund, concurrently with and in addition to the remedies provided in the preceding sentence,
an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on
behalf of the Trust Fund, and that directly resulted from such breach, or if incurred and paid by the
Trust Fund thereafter, concurrently with such payment.
5. With respect to each Mortgage Loan, a first lien repurchase event (“Repurchase
Event”) shall have occurred if it is discovered that, as of the date thereof, the related Mortgage was
not a valid first lien on the related Mortgaged Property subject only to (i) the lien of real property
taxes and assessments not yet due and payable, (ii) covenants, conditions, and restrictions, rights of
way, easements and other matters of public record as of the date of recording of such Mortgage and such
permissible title exceptions as are listed in the Program Guide and (iii) other matters to which like
properties are commonly subject which do not materially adversely affect the value, use, enjoyment or
marketability of the Mortgaged Property. In addition, with respect to any Mortgage Loan as to which the
Company delivers to the Trustee or the Custodian an affidavit certifying that the original Mortgage Note
has been lost or destroyed, if such Mortgage Loan subsequently is in default and the enforcement thereof
or of the related Mortgage is materially adversely affected by the absence of the original Mortgage
Note, a Repurchase Event shall be deemed to have occurred and RFC will be obligated to repurchase or
substitute for such Mortgage Loan in the manner set forth in Section 4 above.
6. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns, and no other person shall have any right or
obligation hereunder.
IN WITNESS WHEREOF, the parties have entered into this Assignment and Assumption
Agreement on the date first written above.
RESIDENTIAL FUNDING CORPORATION
By:___/s/ Xxx Jacobson______________________
Name: Xxx Xxxxxxxx
Title: Associate
RESIDENTIAL ACCREDIT LOANS, INC.
By:___/s/ Xxxxxxxxxxx Martinez_______________
Name: Xxxxxxxxxxx Xxxxxxxx
Title: Vice President
EXHIBIT A
APPENDIX E OF THE STANDARD & POOR’S GLOSSARY FOR
FILE FORMAT FOR LEVELS® VERSION 5.7 REVISED
REVISED July 1, 0000
XXXXXXXX X - Standard & Poor’s Predatory Lending Categories
Standard & Poor’s has categorized loans governed by anti-predatory lending laws in the
Jurisdictions listed below into three categories based upon a combination of factors that include (a)
the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in
those laws. Note that certain loans classified by the relevant statute as Covered are included in
Standard & Poor’s High Cost Loan Category because they included thresholds and tests that are typical of
what is generally considered High Cost by the industry.
Standard & Poor’s High Cost Loan Categorization
Category under
Name of Anti-Predatory Lending Applicable Anti-
State/Jurisdiction Law/Effective Date Predatory Lending Law
Arkansas Arkansas Home Loan Protection Act, High Cost Home Loan
Ark. Code Xxx. §§ 00-00-000 et seq.
Effective July 16, 0000
Xxxxxxxxx Xxxxxxx, XX Ordinance No. 72-2003 (PSH), Mun. Covered Loan
Code §§ 757.01 et seq.
Effective June 2, 2003
Colorado Consumer Equity Protection, StateStateColo. Covered Loan
Stat.
Xxx. §§ 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,
0000
Xxxxxxxxxxx XxxxxXxxxxXxxxxxxxxxx Abusive Home Loan High Cost Home Loan
Lending Practices Act, Conn. Gen. Stat.
§§ 36a-746 et seq.
Effective October 1, 0000
Xxxxxxxx xx Xxxxxxxx Home Loan Protection Act, D.C. Code 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
494.0078 et seq.
Effective October 2, 2002
State/Jurisdiction Name of Anti-Predatory Lending Category under
Law/Effective Date Applicable Anti-
Predatory Lending Law
Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code High Cost Home Loan
Mar. 6, 2003) Xxx. §§ 7-6A-1 et seq.
Effective October 1, 2002 - March 6 2003
Georgia as amended Georgia Fair Lending Act, Ga. Code High Cost Home Loan
(Mar. 7, 2003 - current) Xxx. §§ 7-6A-1 et seq.
Effective for loans closed on or after
Xxxxx 0, 0000
XXXXX Section 32 Home Ownership and Equity Protection High Cost Loan
Act of 1994, 15 U.S.C. § 1639, 12
C.F.R. §§ 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, §§ 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 Consumer
§§ 16a-1-101 et seq. Loan (id. § 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. §
16a-3-308a)
Kentucky 2003 KY H.B. 287 - High Cost Home High Cost Home Loan
Loan Act, Ky. Rev. Stat. §§ 360.100 et seq.
Effective June 24, 2003
Maine Truth in Lending, Me. Rev. Stat. tit. 9- High Rate High Fee Mortgage
A, §§ 8-101 et seq.
Effective September 29, 1995 and as amended
from time to time
State/Jurisdiction Name of Anti-Predatory Lending Category under
Law/Effective Date Applicable Anti-
Predatory Lending Law
Massachusetts Part 40 and Part 32, 209 C.M.R. §§ High Cost Home Loan
32.00 et seq. and 209 C.M.R. §§ 40.01 et seq.
Effective March 22, 2001 and amended from time
to time
Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. Home Loan
§§ 598D.010 et seq.
Effective October 1, 2003
New Jersey New Jersey Home Ownership Security High Cost Home Loan
Act of 2002, N.J. Rev. Stat. §§ 46:10B- 22 et
seq.
Effective for loans closed on or after November
27, 2003
New Mexico Home Loan Protection Act, N.M. Rev. High Cost Home Loan
Stat. §§ 58-21A-1 et seq.
Effective as of January 1, 2004; Revised
as of February 26, 2004
New York N.Y. Banking Law Article 6-1 High Cost Home Loan
Effective for applications made on or after
April 1, 2003
North Carolina Restrictions and Limitations on High High Cost Home Loan
Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et
seq.
Effective July 1, 2000; amended October 1, 2003
(adding open-end lines of credit)
Ohio H.B. 386 (codified in various sections of the Covered Loan
Ohio Code), Ohio Rev. Code Xxx. §§ 1349.25 et
seq.
Effective May 24, 2002
Oklahoma Consumer Credit Code (codified in various Subsection 10 Mortgage
sections of Title 14A)
Effective July 1, 2000; amended effective
January 1, 2004
State/Jurisdiction Name of Anti-Predatory Lending Category under
Law/Effective Date Applicable Anti-
Predatory Lending Law
South Carolina South Carolina High Cost and High Cost Home Loan
Consumer Home Loans Act, S.C. Code
Xxx. §§ 37-23-10 et seq.
Effective for loans taken on or after January
1, 0000
Xxxx Xxxxxxxx Xxxx Xxxxxxxx Residential Mortgage Lender, West Virginia Mortgage Loan Act
Broker and Servicer Act, W. Loan
Va. Code Xxx. §§ 31-17-1 et seq.
Effective June 5, 2002
Standard & Poor’s Covered Loan Categorization
Category under
Name of Anti-Predatory Lending Applicable Anti-
State/Jurisdiction Law/Effective Date Predatory Lending Law
Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code Covered Loan
Mar. 6, 2003) Xxx. §§ 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 0000
Xxx Xxxxxx Xxx Xxxxxx Home Ownership Security Covered Home Loan
Act of 2002, N.J. Rev. Stat. §§ 46:10B 22 et
seq.
Effective November 27, 2003 - July 5, 2004
Standard & Poor’s Home Loan Categorization
Category under
Name of Anti-Predatory Lending Applicable Anti-
State/Jurisdiction Law/Effective Date Predatory Lending Law
Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code Home Loan
Mar. 6, 2003) Xxx. §§ 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 0000
Xxx Xxxxxx Xxx Xxxxxx Home Ownership Security Home Loan
Act of 2002, N.J. Rev. Stat. §§ 46:10B- 22 et
seq.
Effective for loans closed on or after November
27, 2003
New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ Home Loan
58-21A-1 et seq.
Effective as of January 1, 2004; Revised as of
February 26, 2004
North Carolina Restrictions and Limitations on High Cost Home Consumer Home Loan
Loans, N.C. Gen. Stat. §§
24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003
(adding open-end lines of credit)
South Carolina South Carolina High Cost and Consumer Home Consumer Home Loan
Loans Act, S.C. Code Xxx. §§ 37-23-10 et seq.
Effective for loans taken on or after January
1, 2004
