EXECUTION COPY
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated May 30, 2007, between Residential Funding Company,
LLC, a Delaware limited liability company ("RFC"), and Residential Accredit Loans, Inc., a Delaware corporation
(the "Company").
Recitals
A. RFC has entered into contracts ("Seller Contracts") with various seller/servicers, pursuant
to which such seller/servicers sell to RFC mortgage loans.
B. The Company wishes to purchase from RFC certain Mortgage Loans (as hereinafter defined)
sold to RFC pursuant to the Seller Contracts.
C. The Company, RFC, as master servicer, and Deutsche Bank Trust Company Americas, as trustee
(the "Trustee"), are entering into a Series Supplement, dated as of May 1, 2007 (the "Series Supplement"), and
the Standard Terms of Pooling and Servicing Agreement, dated as of May 1, 2007 (collectively, the "Pooling and
Servicing Agreement"), pursuant to which the Company proposes to issue Mortgage Asset-Backed Pass-Through
Certificates, Series 2007-QH5 (the "Certificates") consisting of eighteen classes designated as Class A-I-1,
Class A-I-2, Class A-I-3, Class A-II, Class R-I, Class R-II, Class R-III, Class R-IV, Class R-X, Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class SB Certificates representing
beneficial ownership interests in a trust fund consisting primarily of a pool that will be divided into (i) the
one- to four-family residential, payment-option, hybrid adjustable-rate first lien mortgage loans with a negative
amortization feature identified in Exhibit One-A to the Series Supplement (the "Group I Loans") and (ii) the one-
to four-family residential, payment-option, hybrid adjustable-rate first lien mortgage loans with a negative
amortization feature identified in Exhibit One-B to the Series Supplement (the "Group II Loans" and, together
with the Group I Loans, the "Mortgage Loans" ).
D. In connection with the purchase of the Mortgage Loans, the Company will assign to RFC a de
minimis portion of the Class R-I, Class R-II, Class R-III and Class R-IV Certificates. The Class A-I-1,
Class A-I-2, Class A-I-3, Class A-II, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7
and Class M-8 Certificates were offered to investors pursuant to a Prospectus Supplement dated May 29, 2007 (the
"Prospectus Supplement").
E. In connection with the purchase of the Mortgage Loans and the issuance of the Certificates,
RFC wishes to make certain representations and warranties to the Company.
F. The Company and RFC intend that the conveyance by RFC to the Company of all its right,
title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale
and not a loan.
NOW THEREFORE, in consideration of the recitals and the mutual promises herein and other good
and valuable consideration, the parties agree as follows:
1. All capitalized terms used but not defined herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.
2. Concurrently with the execution and delivery hereof, RFC hereby assigns to the Company
without recourse all of its right, title and interest in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after May 1, 2007 (other than payments of principal
and interest due on the Mortgage Loans on or before May 1, 2007). In consideration of such assignment, RFC or
its designee will receive from the Company in immediately available funds an amount equal to $512,291,354.80 and
a de minimis portion of the Class R-I, Class R-II, Class R-III and Class R-IV Certificates. In connection with
such assignment and at the Company's direction, RFC has in respect of each Mortgage Loan endorsed the related
Mortgage Note (other than any Destroyed Mortgage Note) to the order of the Trustee and delivered an assignment of
mortgage in recordable form to the Trustee or its agent.
RFC and the Company agree that the sale of each Pledged Asset Loan pursuant to this Agreement will also
constitute the assignment, sale, setting-over, transfer and conveyance to the Company, without recourse (but
subject to RFC's covenants, representations and warranties specifically provided herein), of all of RFC's
obligations and all of RFC's right, title and interest in, to and under, whether now existing or hereafter
acquired as owner of such Pledged Asset Loan with respect to any and all money, securities, security
entitlements, accounts, general intangibles, payment intangibles, instruments, documents, deposit accounts,
certificates of deposit, commodities contracts, and other investment property and other property of whatever kind
or description consisting of, arising from or related, (i) the Credit Support Pledge Agreement, the Funding and
Pledge Agreement among the Mortgagor or other Person pledging the related Pledged Assets (the "Customer"),
Combined Collateral LLC and National Financial Services Corporation, and the Additional Collateral Agreement
between GMAC Mortgage, LLC and the Customer (collectively, the "Assigned Contracts"), (ii) all rights, powers and
remedies of RFC as owner of such Pledged Asset Loan under or in connection with the Assigned Contracts, whether
arising under the terms of such Assigned Contracts, by statute, at law or in equity, or otherwise arising out of
any default by the Mortgagor under or in connection with the Assigned Contracts, including all rights to exercise
any election or option or to make any decision or determination or to give or receive any notice, consent,
approval or waiver thereunder, (iii) the Pledged Amounts and all money, securities, security entitlements,
accounts, general intangibles, payment intangibles, instruments, documents, deposit accounts, certificates of
deposit, commodities contracts, and other investment property and other property of whatever kind or description
and all cash and non-cash proceeds of the sale, exchange, or redemption of, and all stock or conversion rights,
rights to subscribe, liquidation dividends or preferences, stock dividends, rights to interest, dividends,
earnings, income, rents, issues, profits, interest payments or other distributions of cash or other property that
secures a Pledged Asset Loan, (iv) all documents, books and records concerning the foregoing (including all
computer programs, tapes, disks and related items containing any such information) and (v) all insurance proceeds
(including proceeds from the Federal Deposit Insurance Corporation or the Securities Investor Protection
Corporation or any other insurance company) of any of the foregoing or replacements thereof or substitutions
therefor, proceeds of proceeds and the conversion, voluntary or involuntary, of any thereof. The foregoing
transfer, sale, assignment and conveyance does not constitute and is not intended to result in the creation, or
an assumption by the Company, of any obligation of RFC, or any other Person in connection with the Pledged Assets
or under any agreement or instrument relating thereto, including any obligation to the Mortgagor, other than as
owner of the Pledged Asset Loan.
The Company and RFC intend that the conveyance by RFC to the Company of all its right, title and
interest in and to the Mortgage Loans pursuant to this Section 2 shall be, and be construed as, a sale of the
Mortgage Loans by RFC to the Company. It is, further, not intended that such conveyance be deemed to be a pledge
of the Mortgage Loans by RFC to the Company to secure a debt or other obligation of RFC. Nonetheless, (a) this
Agreement is intended to be and hereby is a security agreement within the meaning of Articles 8 and 9 of the
Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the
conveyance provided for in this Section shall be deemed to be, and hereby is, a grant by RFC to the Company of a
security interest in all of RFC's right, title and interest, whether now owned or hereafter acquired, in and to
any and all general intangibles, payment intangibles, accounts, chattel paper, instruments, documents, money,
deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property
consisting of, arising from or relating to any of the following: (A) the Mortgage Loans, including (i) with
respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease,
Cooperative Stock Certificate, Cooperative Lease, any insurance policies and all other documents in the related
Mortgage File and (ii) with respect to each Mortgage Loan other than a Cooperative Loan, the related Mortgage
Note, the Mortgage, any insurance policies and all other documents in the related Mortgage File, (B) all monies
due or to become due pursuant to the Mortgage Loans in accordance with the terms thereof and (C) all proceeds of
the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property,
including without limitation all amounts from time to time held or invested in the Certificate Account or the
Custodial Account, whether in the form of cash, instruments, securities or other property; (c) the possession by
the Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes or such other items of property as
constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts, letters of
credit, advices of credit, investment property or chattel paper shall be deemed to be "possession by the secured
party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the
security interest pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction (including, without limitation, Sections 8-106, 9-313 and 9-106 thereof); and
(d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons
holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or persons holding for, (as applicable) the Trustee for the
purpose of perfecting such security interest under applicable law. RFC shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were determined to
create a security interest in the Mortgage Loans and the other property described above, such security interest
would be determined to be a perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, RFC
shall prepare and deliver to the Company not less than 15 days prior to any filing date, and the Company shall
file, or shall cause to be filed, at the expense of RFC, all filings necessary to maintain the effectiveness of
any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the
Company's security interest in or lien on the Mortgage Loans, including without limitation (x) continuation
statements, and (y) such other statements as may be occasioned by (1) any change of name of RFC or the Company,
(2) any change of location of the state of formation, place of business or the chief executive office of RFC, or
(3) any transfer of any interest of RFC in any Mortgage Loan.
Notwithstanding the foregoing, (i) the Master Servicer shall retain all servicing rights
(including, without limitation, primary servicing and master servicing) relating to or arising out of the
Mortgage Loans, and all rights to receive servicing fees, servicing income and other payments made as
compensation for such servicing granted to it under the Pooling and Servicing Agreement pursuant to the terms and
conditions set forth therein (collectively, the "Servicing Rights") and (ii) the Servicing Rights are not
included in the collateral in which RFC grants a security interest pursuant to the immediately preceding
paragraph.
3. Concurrently with the execution and delivery hereof, the Company hereby assigns to RFC
without recourse all of its right, title and interest in and to a de minimis portion of the Class R-I, Class
R-II, Class R-III and Class R-IV Certificates as part of the consideration payable to RFC by the Company pursuant
to this Agreement.
4. RFC represents and warrants to the Company that on the date of execution hereof (or,
if otherwise specified below, as of the date so specified and provided that all percentages of the Mortgage Loans
described in this Section 4 are approximate percentages by outstanding principal balance determined as of the
Cut-off Date after deducting payments due during the month of the Cut-off Date):
(a) The information set forth in Exhibits One-A and One-B 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 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%. 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) One Mortgage Loan, representing 0.1% of the Group I Loans, was 30 or more days
delinquent in payment of principal and interest as of the Cut-off Date and no Group I Loan has been so delinquent
more than once in the 12-month period prior to the Cut-off Date. None of the Group II Loans was 30 or more days
delinquent in payment of principal and interest as of the Cut-off Date and no Group II 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 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;
(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 payment-option, hybrid adjustable-rate first lien mortgage
loans, with a negative amortization feature 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) 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;
(p) 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;
(q) 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;
(r) 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;
(s) RFC is a member of MERS, in good standing, and current in payment of all fees and
assessments imposed by MERS, and has complied with all rules and procedures of MERS in connection with its
assignment to the Trustee as assignee of the Depositor of the Mortgage relating to each Mortgage Loan that is
registered with MERS, including, among other things, that RFC shall have confirmed the transfer to the Trustee,
as assignee of the Depositor, of the Mortgage on the MERS(R)System;
(t) 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;
(u) 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;
(v) 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;
(w) The appraisal was made by an appraiser who meets the minimum qualifications for
appraisers as specified in the Program Guide;
(x) 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;
(y) 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;
(z) 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;
(aa) The information set forth in the prepayment charge schedule attached hereto as
Exhibit B (the "Prepayment Charge Schedule") is complete, true and correct in all material respects as of the
Cut-off Date, and each prepayment charge set forth on the Prepayment Charge Schedule ("Prepayment Charge") is
enforceable and was originated in compliance with all applicable federal, state and local laws;
(bb) 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 a (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;
(cc) 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, abuse
and fair lending laws;
(dd) None of the Mortgage Loans are subject to the Home Ownership and Equity Protection Act
of 1994;
(ee) None of the Mortgaged Properties are units in manufactured housing developments;
(ff) There are no Mortgage Loans in the trust that were originated on or after October 1,
2002 and before March 7, 2003, which is secured by property in the State of Georgia;
(gg) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms are
defined in the then current Standard & Poor's LEVELS(R)Glossary which is now Version 6.0, Appendix E
(attached hereto as Exhibit A)); and there is no mortgage loan in the trust that was originated on or after
January 1, 2005, which is a "high cost home loan" as defined under the Indiana Home Practices Act (I.C. 2409);
(hh) With respect to each Group II Loan, no borrower obtained a prepaid single-premium
credit-life, credit disability, credit employment or credit property insurance policy in connection with the
origination of the Mortgage Loan;
(ii) The related Subservicer or the Master Servicer for each Mortgage Loan has fully
furnished, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and
complete information (i.e., 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;
(jj) The Subservicer for each Mortgage Loan or the Master Servicer will fully furnish, in
accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information
(i.e., 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;
(kk) With respect to any Group II Loan that contains a provision permitting imposition of a
penalty upon a prepayment prior to maturity:
(i) the Seller's pricing methods include mortgage loans with and without prepayment premiums;
(ii) borrowers selecting Group II Loans which include such prepayment premiums receive some benefit, (e.g. a
rate or fee reduction), in exchange for selecting a Group II Loan with a prepayment premium;
(iii) the originator of the Group II Loans had a verifiable policy of offering the borrower, or requiring
third-party brokers to offer the borrower an array of mortgage loan products that included mortage loan products
with prepayment premiums and mortgage loan products that did not require payment of such a premium;
(iv) the prepayment premium is disclosed to the borrower in the loan documents pursuant to applicable state
and federal law;
(v) notwithstanding any state or federal law to the contrary, the Master Servicer shall not impose such
prepayment premium in any instance when the mortgage debt is accelerated as the result of the borrower's default in
making the loan payments; and
(vi) no Group II Loan has a prepayment penalty term that extends beyond three years after the date of
origination.
(ll) The originator of each Group II Loan offered the related borrower mortgage loan
products for which the borrower qualified and we are not aware that the originator encouraged or required the
borrower to select a mortgage loan product that is a higher cost product designed for less creditworthy borrowers;
(mm) The originator of the Group II Loans adequately considered the borrower's ability to
make payments by employing underwriting techniques that considered a variety of factors, such as: the borrower's
income, assets and liabilities, and not solely the collateral value, in deciding to extend the credit at the time
of origination;
(nn) No borrower under a Group II Loan in the trust was charged "points and fees" in an
amount greater than (a) $1,000 or (b) 5% of the principal amount of such Mortgage Loan, whichever is greater.
For purposes of this representation, "points and fees" (x) include origination, underwriting, broker and finder's
fees and charges that the lender imposed as a condition of making the Mortgage Loan, whether they are paid to the
lender or a third party; and (y) exclude bona fide discount points, fees paid for actual services rendered in
connection with the origination of the mortgage (such as attorney's fees, notaries fees and fees paid for
property appraisals, credit reports, surveys, title examinations and extracts, flood and tax certifications, and
home inspections); the cost of mortgage insurance or credit-risk price adjustments; the costs of title, hazard,
and flood insurance policies; state and local transfer taxes or fees; escrow deposits for the future payment of
taxes and insurance premiums; and other miscellaneous fees and charges, which miscellaneous fee and charges, in
total do not exceed 0.25 percent of the loan amount;
(oo) With respect to any Group II 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 transaction;
(pp) The principal balance at origination for each Group II Mortgage Loan that is secured
by a single family property located in any state other than the States of Hawaii or Alaska did not exceed
$417,000. The principal balance at origination for each Group II Mortgage Loan that is secured by a single
family property located in the States of Hawaii or Alaska or the Territories of Guam or the Virgin Islands did
not exceed $625,500. The principal balance at origination for each Group II Mortgage Loan that is secured by a
two-, three- or four-family property located in any state other than the States of Hawaii or Alaska did not
exceed $553,850, $645,300 or $801,950, respectively. The principal balance at origination for each Group II
Mortgage Loan that is secured by a two-, three- or four-family property located in the States of Hawaii or Alaska
or the Territories of Guam or the Virgin Islands did not exceed $800,775, $967,950 and $1,202,925, respectively;
(qq) No Group II Loan has an original principal balance that exceeds the applicable Xxxxxxx
Mac loan limit (as set out in Section 4(pp) above);
(rr) No Group II Loan is "seasoned" (a seasoned mortgage loan is one where the date of the
mortgage note is more than 1 year before the date of issuance of the related security) ; and
(ss) No refinance or purchase money mortgage loan in the trust has an APR or total points
and fees that exceed the thresholds set by the Home Ownership and Equity Protection Act of 1994 ("HOEPA") and its
implementing regulations, including 12 CFRss.226.32(a)(1)(i) and (ii).
RFC shall provide written notice to GMAC Mortgage, LLC of the sale of each Pledged Asset Loan
to the Company hereunder and by the Company to the Trustee under the Pooling and Servicing Agreement, and shall
maintain the Schedule of Additional Owner Mortgage Loans (as defined in the Credit Support Pledge Agreement),
showing the Trustee as the Additional Owner of each such Pledged Asset Loan, all in accordance with Section 7.1
of the Credit Support Pledge Agreement.
Upon discovery by RFC or upon notice from the Company or the Trustee of a breach of the foregoing
representations and warranties in respect of any Mortgage Loan which materially and adversely affects the
interests of any holders of the Certificates or of the Company in such Mortgage Loan or upon the occurrence of a
Repurchase Event (hereinafter defined), notice of which breach or occurrence shall be given to the Company by
RFC, if it discovers the same, RFC shall, within 90 days after the earlier of its discovery or receipt of notice
thereof, either cure such breach or Repurchase Event in all material respects or, either (i) purchase such
Mortgage Loan from the Trustee or the Company, as the case may be, at a price equal to the Purchase Price for
such Mortgage Loan or (ii) substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan in the
manner and subject to the limitations set forth in Section 2.04 of the Pooling and Servicing Agreement.
Notwithstanding the foregoing, it is understood by the parties hereto that a breach of the representations and
warranties made in any of clauses (cc) through (ss) of this Section 4 with respect to any Group II Loan will be
deemed to materially and adversely affect the interests of the Holders of the Certificates in the related
Mortgage Loan. 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. 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 (cc) of this Section 4, then RFC shall pay to the Trust Fund,
concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any
liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust Fund, and that
directly resulted from such breach, or if incurred and paid by the Trust Fund thereafter, concurrently with such
payment.
5. With respect to each Mortgage Loan, a first lien repurchase event ("Repurchase Event")
shall have occurred if it is discovered that, as of the date thereof, the related Mortgage was not a valid first
lien on the related Mortgaged Property subject only to (i) the lien of real property taxes and assessments not
yet due and payable, (ii) covenants, conditions, and restrictions, rights of way, easements and other matters of
public record as of the date of recording of such Mortgage and such permissible title exceptions as are listed in
the Program Guide and (iii) other matters to which like properties are commonly subject which do not materially
adversely affect the value, use, enjoyment or marketability of the Mortgaged Property. In addition, with respect
to any Mortgage Loan as to which the Company delivers to the Trustee or the Custodian an affidavit certifying
that the original Mortgage Note has been lost or destroyed, if such Mortgage Loan subsequently is in default and
the enforcement thereof or of the related Mortgage is materially adversely affected by the absence of the
original Mortgage Note, a Repurchase Event shall be deemed to have occurred and RFC will be obligated to
repurchase or substitute for such Mortgage Loan in the manner set forth in Section 4 above.
6. This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns, and no other person shall have any right or obligation hereunder.
IN WITNESS WHEREOF, the parties have entered into this Assignment and Assumption Agreement on
the date first written above.
RESIDENTIAL FUNDING COMPANY, LLC
By:/s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Associate
RESIDENTIAL ACCREDIT LOANS, INC.
By: /s/Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
EXHIBIT A
APPENDIX E OF THE STANDARD AND POOR'S GLOSSARY FOR
FILE FORMAT FOR LEVELS(R)VERSION 6.0
APPENDIX E - STANDARD & POOR'S PREDATORY LENDING CATEGORIES
Standard & Poor's has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below
into three categories based upon a combination of factors that include (a) the risk exposure associated with the
assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified
by the relevant statute as Covered are included in Standard & Poor's High Cost Loan Category because they
included thresholds and tests that are typical of what is generally considered High Cost by the industry.
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STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
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STATE/JURISDICTION NAME OF ANTI-PREDATORY LENDING LAW/EFFECTIVE DATE CATEGORY UNDER APPLICABLE ANTI-PREDATORY
LENDING LAW
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Arkansas Arkansas Home Loan Protection Act, Ark. Code Xxx.ss.ss.00-00-000 et High Cost Home LoaN
seq.
Effective July 16, 2003
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Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Codess.ss.757.01 et seq. Covered Loan
Effective June 2, 2003
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Colorado Consumer Equity Protection, Colo. Stat. Xxx.ss.ss.5-3.5-101 et seq. Covered Loan
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
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Connecticut Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. High Cost Home Loan
Stat.ss.ss.36a-746 et seq.
Effective October 1, 2001
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District of Columbia Home Loan Protection Act, D.C. Codess.ss.26-1151.01 et seq. Covered Loan
Effective for loans closed on or after January 28, 2003
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Florida Fair Lending Act, Fla. Stat. Xxx.ss.ss.494.0078 et seq. High Cost Home LoaN
Effective October 2, 2002
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Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx.ss.ss.7-6A-1 et seq. High Cost Home LoaN
Effective October 1, 2002 - March 6, 2003
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Georgia as amended (Mar. 7, 2003 - current) Georgia Fair Lending Act, Ga. Code Xxx.ss.ss.7-6A-1 et seq. High Cost Home LoaN
Effective for loans closed on or after March 7, 2003
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HOEPA Section 32 Home Ownership and Equity Protection Act of 1994, 15 X.X.X.xx. High Cost Loan
1639, 12 C.F.R.ss.ss.226.32 and 226.34
Effective October 1, 1995, amendments October 1, 2002
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Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. 815,ss.ss.137/5 et High Risk Home LoaN
seq.
Effective January 1, 2004 (prior to this date, regulations under
Residential Mortgage License Act effective from May 14, 2001)
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Indiana Indiana Home Loan Practices Act, Ind. Code Xxx.ss.ss.24-9-1-1 et High Cost Home LoanS
seq.
Effective January 1, 2005; amended by 2005 HB 1179, effective
July 1, 2005.
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Kansas Consumer Credit Code, Kan. Stat. Xxx.ss.ss.16a-1-101 et seq. High Loan to Value Consumer Loan (xx.xx.
Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999; 16a-3-207) and;
Section 16a-3-308a became effective July 1, 1999
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High APR Consumer Loan (id.ss.16a-3-308a)
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Kentucky 2003 KY H.B. 000 - Xxxx Xxxx Xxxx Xxxx Xxx, Xx. Rev. Xxxx.xx.xx. High Cost Home Loan
360.100 et seq.
Effective June 24, 2003
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Maine Truth in Lending, Me. Rev. Stat. tit. 9-A,ss.ss.8-101 et seq. High Rate High Fee 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.ss.ss.32.00 et seq. and 209 C.M.R. High Cost Home Loan
ss.ss.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.ss.ss.598D.010 et seq. Home Loan
Effective October 1, 2003
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New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. High Cost Home Loan
ss.ss.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. Stat.ss.ss.58-21A-1 et seq. High Cost Home Loan
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 Cost Home Loans, N.C. Gen. High Cost Home Loan
Stat.ss.ss.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 of the Ohio Code), Ohio Covered Loan
Rev. Code Xxx.ss.ss.1349.25 et seq.
Effective May 24, 2002
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Oklahoma Consumer Credit Code (codified in various sections of Title 14A) Subsection 10 Mortgage
Effective July 1, 2000; amended effective January 1, 2004
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Rhode Island Rhode Island Home Loan Protection Act, R.I. Gen. Xxxxxx.xx. High Cost Home Loan
34-25.2-1 et seq. Effective December 31, 2006.
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
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South Carolina South Carolina High Cost and Consumer Home Loans Act, S.C. Code High Cost Home Loan
Xxx.ss.ss.37-23-10 et seq.
Effective for loans taken on or after January 1, 2004
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Tennessee Tennessee Home Loan Protection Act, Tenn. Code Xxx.ss.ss.00-00-000 High Cost Home Loan
et seq. Effective January 1, 2007.
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West Virginia West Virginia Residential Mortgage Lender, Broker and Servicer West Virginia Mortgage Loan Act Loan
Act, 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 LAW/EFFECTIVE DATE CATEGORY UNDER APPLICABLE ANTI-PREDATORY
LENDING LAW
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx.ss.ss.7-6A-1 et seq. Covered Loan
Effective October 1, 2002 - March 6, 2003
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. Covered Home Loan
ss.ss.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 LAW/EFFECTIVE DATE CATEGORY UNDER APPLICABLE ANTI-PREDATORY
LENDING LAW
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx.ss.ss.7-6A-1 et seq. Home Loan
Effective October 1, 2002 - March 6, 2003
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. Home Loan
ss.ss.46:10B-22 et seq.
Effective for loans closed on or after November 27, 2003
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
New Mexico Home Loan Protection Act, N.M. Rev. Stat.ss.ss.58-21A-1 et seq. Home Loan
Effective as of January 1, 2004; Revised as of February 26, 2004
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
North Carolina Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Consumer Home Loan
Stat.ss.ss.24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003 (adding open-end
lines of credit)
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
South Carolina South Carolina High Cost and Consumer Home Loans Act, S.C. Code Consumer Home Loan
Xxx.ss.ss.37-23-10 et seq.
Effective for loans taken on or after January 1, 2004
-------------------------------------------- ------------------------------------------------------------------- ------------------------------------------
EXHIBIT B
PREPAYMENT CHARGE SCHEDULE
[ON FILE WITH RFC]
