EXECUTION COPY
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated August 31, 2007, between Residential Funding
Company, LLC, a Delaware corporation ("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 August 1, 2007 (the "Series Supplement"),
and the Standard Terms of Pooling and Servicing Agreement, dated as of August 1, 2007 (collectively, the
"Pooling and Servicing Agreement"), pursuant to which the Company proposes to issue Mortgage Asset-Backed
Pass-Through Certificates, Series 2007-QS10 (the "Certificates") consisting of eleven classes designated as
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class P, Class A-P, Class A-V
and Class R Certificates; and six classes designated as Class M-1, Class M-2, Class M-3 (collectively the
"Class M Certificates"), Class B-1, Class B-2 and Class B-3 Certificates (collectively the "Class B
Certificates") representing beneficial ownership interests in a trust fund consisting primarily of a pool of
Mortgage Loans identified in Exhibit One to the Series Supplement (the "Initial Mortgage Loans") and certain
additional Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent
Transfer Agreement (the "Subsequent Mortgage Loans" and, together with the Initial Mortgage Loans, the
"Mortgage Loans").
D. In connection with the purchase of the Mortgage Loans, the Company will assign to RFC the
Class P Certificates, Class A-P Certificates, Class A-V Certificates, Class M Certificates, Class B
Certificates and a de minimis portion of the Class R 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. (a) 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 Initial Mortgage Loans, including all
interest and principal, and with respect to the Initial Sharia Mortgage Loans, all amounts in respect of
profit payments and acquisition payments, received on or with respect to the Initial Mortgage Loans after
August 1, 2007 (other than payments of principal and interest, and with respect to the Initial Sharia
Mortgage Loans, all amounts in respect of profit payments and acquisition payments due on the Mortgage Loans
on or before August 31, 2007). In consideration of such assignment, RFC or its designee will receive from
the Company in immediately available funds an amount equal to $312,209,155.70, the Class P Certificates,
Class M Certificates, Class B Certificates, Class A-P Certificates, Class A-V Certificates and a de minimis
portion of the Class R Certificates. In connection with such assignment and at the Company's direction, RFC
has in respect of each Initial 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. The purchase price paid for any Subsequent
Mortgage Loan by the Trustee from funds on deposit in the Pre-Funding Account, at the direction of the
Depositor, pursuant to the terms hereunder shall be one-hundred percent (100%) of the Subsequent Transfer
Date Principal Balance thereof (as identified on the Mortgage Loan Schedule attached to the related
Subsequent Transfer Agreement provided by RFC).
RFC and the Company agree that the sale of each Pledged Asset Loan pursuant to this Agreement or a
Subsequent Transfer Agreement will also constitute the assignment, sale, setting-over, transfer and
conveyance to the Company, without recourse (but subject to RFC's covenants, representations and warranties
specifically provided herein), of all of RFC's obligations and all of RFC's right, title and interest in, to
and under, whether now existing or hereafter acquired as owner of such Pledged Asset Loan with respect to any
and all money, securities, security entitlements, accounts, general intangibles, payment intangibles,
instruments, documents, deposit accounts, certificates of deposit, commodities contracts, and other
investment property and other property of whatever kind or description consisting of, arising from or related
to, (i) the Credit Support Pledge Agreement, the Funding and Pledge Agreement among the Mortgagor or other
Person pledging the related Pledged Assets (the "Customer"), Combined Collateral LLC and National Financial
Services Corporation, and the Additional Collateral Agreement between GMAC Mortgage, LLC and the Customer
(collectively, the "Assigned Contracts"), (ii) all rights, powers and remedies of RFC as owner of such
Pledged Asset Loan under or in connection with the Assigned Contracts, whether arising under the terms of
such Assigned Contracts, by statute, at law or in equity, or otherwise arising out of any default by the
Mortgagor under or in connection with the Assigned Contracts, including all rights to exercise any election
or option or to make any decision or determination or to give or receive any notice, consent, approval or
waiver thereunder, (iii) the Pledged Amounts and all money, securities, security entitlements, accounts,
general intangibles, payment intangibles, instruments, documents, deposit accounts, certificates of deposit,
commodities contracts, and other investment property and other property of whatever kind or description and
all cash and non-cash proceeds of the sale, exchange, or redemption of, and all stock or conversion rights,
rights to subscribe, liquidation dividends or preferences, stock dividends, rights to interest, dividends,
earnings, income, rents, issues, profits, interest payments or other distributions of cash or other property
that secures a Pledged Asset Loan, (iv) all documents, books and records concerning the foregoing (including
all computer programs, tapes, disks and related items containing any such information) and (v) all insurance
proceeds (including proceeds from the Federal Deposit Insurance Corporation or the Securities Investor
Protection Corporation or any other insurance company) of any of the foregoing or replacements thereof or
substitutions therefor, proceeds of proceeds and the conversion, voluntary or involuntary, of any thereof.
The foregoing transfer, sale, assignment and conveyance does not constitute and is not intended to result in
the creation, or an assumption by the Company, of any obligation of RFC, or any other Person in connection
with the Pledged Assets or under any agreement or instrument relating thereto, including any obligation to
the Mortgagor, other than as owner of the Pledged Asset Loan.
The Company and RFC intend that the conveyance by RFC to the Company of all its right, title and
interest in and to the Initial Mortgage Loans pursuant to this Section 2 shall be, and be construed as, a
sale of the Initial Mortgage Loans by RFC to the Company. It is, further, not intended that such conveyance
be deemed to be a pledge of the Initial 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 Initial Mortgage Loans, including (i) with respect to each Initial
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 Initial 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 Initial Mortgage Loan other than an Initial Cooperative Loan or an Initial
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 Initial 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 Initial 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
Initial 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
Initial 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.
(b) Subject to the conditions set forth in paragraphs (c) and (d) below (the satisfaction of which
(other than the conditions specified in paragraphs (c)(i), (c)(ii) and (c)(iii)) shall be evidenced by an
Officer's Certificate of RFC dated the date of the related Subsequent Transfer Date), in consideration of the
Trustee's payment of the purchase price provided for in this Section 2 on one or more Subsequent Transfer
Dates using amounts on deposit in the Pre-Funding Account), RFC may, on the related Subsequent Transfer Date,
sell, transfer, assign, set over and convey without recourse to the Trustee but subject to the other terms
and provisions of this Agreement all of the right, title and interest of RFC in and to (i) Subsequent
Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer
Agreement delivered by RFC on such Subsequent Transfer Date, (ii) all money due or to become due on such
Subsequent Mortgage Loan and all collections received on or after the related Subsequent Cut-off Date and
(iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2(a) above
and the other items in the related Mortgage Files in accordance with the procedures set forth in Section 2.01
of the Pooling and Servicing Agreement; provided, however, that RFC reserves and retains all right, title and
interest in and to principal received and interest accruing on such Subsequent Mortgage Loan prior to the
related Subsequent Cut-off Date.
The Trustee and RFC intend that the conveyance by RFC to the Trustee of all its right, title and
interest in and to the Subsequent Mortgage Loans pursuant to this Section 2 shall be, and be construed as, a
sale of the Subsequent Mortgage Loans by RFC to the Trustee. It is, further, not intended that such
conveyance be deemed to be a pledge of the Subsequent Mortgage Loans by RFC to the Trustee 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 Trustee 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 Subsequent Mortgage Loans, including (i) with respect to each
Subsequent 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 Subsequent 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 Subsequent 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 Subsequent 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 Initial 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 Trustee not less than
15 days prior to any filing date, and the Trustee 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 Trustee's security interest in or lien on the
Subsequent 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 Trustee, (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.
The Trustee on each Subsequent Transfer Date shall acknowledge its acceptance of all right,
title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent
Transfer Date and thereafter created, conveyed to it pursuant to this Section 2(b).
The Trustee shall be entitled to all scheduled principal payments due on and after each
Subsequent Transfer Date, all other payments of principal due and collected on and after each Subsequent
Transfer Date, and all payments of interest on any related Subsequent Mortgage Loans, minus that portion of
any such interest payment that is allocable to the period prior to the related Subsequent Transfer Date.
(c) RFC may transfer to the Trustee Subsequent Mortgage Loans and the other property and
rights related thereto described in Section 2(a) above, during the Pre-Funding Period, upon the release of
funds on deposit in the Pre-Funding Account, in accordance with the Pooling and Servicing Agreement, only
upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) RFC shall have provided the Trustee and the Rating Agencies with a timely Addition
Notice substantially in the form of Exhibit Nine to the Pooling and Servicing Agreement, which notice shall
be given no later than two Business Days prior to the related Subsequent Transfer Date, and shall designate
the Subsequent Mortgage Loans to be sold to the Trustee, the aggregate Principal Balance of such Subsequent
Mortgage Loans as of the related Subsequent Transfer Date and any other information reasonably requested by
the Trustee with respect to such Subsequent Mortgage Loans;
(ii) RFC shall have delivered to the Trustee a duly executed Subsequent Transfer Agreement
substantially in the form of Exhibit Eight to the Pooling and Servicing Agreement, (A) confirming the
satisfaction of each condition precedent and representations specified in this Section 2(c) and in Section
2(d) and in the related Subsequent Transfer Agreement and (B) including a Mortgage Loan Schedule listing the
Subsequent Mortgage Loans;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery to the Trustee of the
Subsequent Transfer Agreement in the form of Exhibit Eight to the Pooling and Servicing Agreement, RFC shall
not be insolvent, made insolvent by such transfer or aware of any pending insolvency; and
(iv) such sale and transfer shall not result in a material adverse tax consequence to the
Trustee or, due to any action or inaction on the part of RFC, to the Certificateholders.
(d) The obligation of the Trustee to purchase a Subsequent Mortgage Loan on any Subsequent
Transfer Date is subject to the following conditions: (i) each such Subsequent Mortgage Loan must satisfy
the representations and warranties specified in the form of the Subsequent Transfer Agreement attached as
Exhibit Eight to the Pooling and Servicing Agreement and this Agreement; (ii) RFC has selected such
Subsequent Mortgage Loans in a manner that it reasonably believes is adverse to the interests of the
Certificateholders; and (iii) as of the related Subsequent Transfer Date each Subsequent Mortgage Loan will
satisfy the following conditions: (A) such Subsequent Mortgage Loan may not be 30 or more days contractually
delinquent as of the date of purchase; (B) the stated maturity of such Subsequent Mortgage Loan will not be
later than September 25, 2037; (C) such Subsequent Mortgage Loan must have a Loan-to-Value Ratio at
origination of no more than 100.00%; (D) following the purchase of such Subsequent Mortgage Loans by the
Trustee, the Mortgage Loans included in the Trust Fund must have a weighted average loan rate, a weighted
average remaining term to maturity and a weighted average Loan-to-Value Ratio at origination, as of each
respective Subsequent Transfer Date, that does not vary materially from the Initial Mortgage Loans included
initially in the Trust Fund; (E) such Subsequent Mortgage Loan must be secured by a mortgage in a first lien
position; (F) following the purchase of such Subsequent Mortgage Loan by the Trustee, the aggregate of the
Discount Fractions of the Stated Principal Balance of the Discount Mortgage Loans will not exceed
approximately $3,248,911; (G) each Subsequent Mortgage Loan must be acceptable to the Rating Agencies and
will not result in a reduction or withdrawal of any ratings assigned to the Certificates; and (H) the
purchase of such Subsequent Mortgage Loan will not cause the concentration of the originators or subservicers
of the Mortgage Loans (other than Homecomings Financial, LLC, GMAC Mortgage, LLC and Wachovia Mortgage
Corporation) to equal or exceed 10%, by principal amount of the Mortgage Loans.
RFC shall not transfer Subsequent Mortgage Loans with the intent to mitigate losses on Mortgage
Loans previously transferred.
(e) Within five Business Days after each Subsequent Transfer Date, RFC shall deliver to the
Rating Agencies and the Trustee a copy of the a Mortgage Loan Schedule reflecting the Subsequent Mortgage
Loans in electronic format.
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 P Certificates, the Class M
Certificates, the Class B Certificates, the Class A-P Certificates, the Class A-V Certificates and a de
minimis portion of the Class R 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, as to each Initial Mortgage Loan as of the
date of execution hereof (except as otherwise specified) and, as to each Subsequent Mortgage Loan as of each
Subsequent Transfer Date (except as otherwise specified):
(a) The information set forth in Exhibit One to the Series Supplement with respect to each
Initial Mortgage Loan or the Initial Mortgage Loans, as the case may be, and the information set forth in the
Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement with respect to each Subsequent
Mortgage Loan or the Subsequent 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 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%, with the exception of no more than approximately 0.2% of the aggregate
Principal Balance of the Mortgage Loans. 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 Initial Mortgage Loans to the Company, RFC
had good title to, and was the sole owner of, each Initial 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 Initial 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 Initial 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, fully-amortizing, 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(R)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 no more than approximately 4.4% of the Mortgage 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 Georgia 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(R)Glossary which is now Version 6.0, Appendix E (attached
hereto as Exhibit A)); provided that no representation and warranty is made in this clause (ff) with respect
to no more than 0.24% of the Mortgage Loans (by outstanding principal balance as of the Cut-off Date) secured
by property located in the State of Kansas [proviso relating to the State of West Virginia intentionally
omitted];
(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;
(hh) No fraud or misrepresentation has taken place in connection with the origination of any
Mortgage Loan; and
(ii) RFC hereby represents and warrants, after due inquiry, that no Mortgage Loan has a
loan-to-value ratio that exceeds 100% on the Closing Date.
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. 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 COMPANY, LLC
By: /s/ Xxxxxxxxxx Xxxxxxx
Name: Xxxxxxxxxx Xxxxxxx
Title: Associate
RESIDENTIAL ACCREDIT LOANS, INC.
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
EXHIBIT A
APPENDIX E OF THE STANDARD & 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.
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. Xxxxxx.xx. Covered Loan
26-1151.01 et seq.
Effective for loans closed on or after
January 28, 2003
---------------------------- ---------------------------------------- --------------------------
Florida Fair Lending Act, Fla. Stat. Xxx.xx.xx. High Cost Home Loan
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)
---------------------------- ---------------------------------------- --------------------------
Indiana Home Loan Practices Act, Ind.
Indiana Code Xxx.ss.ss.24-9-1-1 et seq. High Cost Home Loans
Effective January 1, 2005; amended by
2005 HB 1179, effective July 1, 2005
---------------------------- ---------------------------------------- --------------------------
Kansas Consumer Credit Code, Kan. Stat. Xxx. High Loan to Value
ss.ss.16a-1-101 et seq. Consumer Loan (xx.xx.
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)
---------------------------- ---------------------------------------- --------------------------
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
---------------------------- ---------------------------------------- --------------------------
Maine Truth in Lending, Me. Rev. Stat. tit. High Rate High Fee
9-A,ss.ss.8-101 et seq. Mortgage
Effective September 29, 1995 and as
amended from time to time
---------------------------- ---------------------------------------- --------------------------
Massachusetts Part 40 and Part 32, 209 X.X.X.xx.xx. High Cost Home Loan
32.00 et seq. and 209 C.M.R.ss.ss.40.01
et seq.
Effective March 22, 2001 and amended
from time to time
---------------------------- ---------------------------------------- --------------------------
Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. Home Loan
ss.ss.598D.010 et seq.
Effective October 1, 2003
---------------------------- ---------------------------------------- --------------------------
New Jersey New Jersey Home Ownership Security Act High Cost Home Loan
of 2002, N.J. Rev. Stat.ss.ss.46:10B-22
et seq.
Effective for loans closed on or after
November 27, 2003
---------------------------- ---------------------------------------- --------------------------
New Mexico Home Loan Protection Act, N.M. Rev. High Cost Home Loan
Stat.ss.ss.58-21A-1 et seq.
Effective as of January 1, 2004;
Revised as of February 26, 2004
---------------------------- ---------------------------------------- --------------------------
New York N.Y. Banking Law Article 6-l High Cost Home Loan
Effective for applications made on or
after April 1, 2003
---------------------------- ---------------------------------------- --------------------------
North Carolina Restrictions and Limitations on High High Cost Home Loan
Cost Home Loans, N.C. Gen. Xxxx.xx.xx.
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 Covered Loan
of the Ohio Code), Ohio Rev. Code Xxx.
ss.ss.1349.25 et seq.
Effective May 24, 2002
---------------------------- ---------------------------------------- --------------------------
Rhode Island Rhode Island Home Loan Protection Act, High Cost Home Loan
R.I. Gen. Lawsss.ss.34-25.2-1 et seq.
Effective December 31, 2006
---------------------------- ---------------------------------------- --------------------------
Oklahoma Consumer Credit Code (codified in Subsection 10 Mortgage
various sections of Title 14A)
Effective July 1, 2000; amended
effective January 1, 2004
---------------------------- ---------------------------------------- --------------------------
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
---------------------------- ---------------------------------------- --------------------------
Tennessee Tennessee Home Loan Protection Act, High Cost Home Loan
Tenn. Code Xxx.ss.ss.00-00-000 et seq.
Effective January 1, 2007
---------------------------- ---------------------------------------- --------------------------
West Virginia West Virginia Residential Mortgage West Virginia Mortgage
Lender, Broker and Servicer Act, W. Loan Act Loan
Va. Code Xxx.ss.ss.31-17-1 et seq.
Effective June 5, 2002
---------------------------- ---------------------------------------- --------------------------
Standard & Poor's Covered Loan Categorization
---------------------------- ---------------------------------------- --------------------------
State/Jurisdiction Name of Anti-Predatory Lending Category under
Applicable
Anti-Predatory Lending
Law/Effective Date Law
---------------------------- ---------------------------------------- --------------------------
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
---------------------------- ---------------------------------------- --------------------------
New Jersey New Jersey Home Ownership Security Act Covered Home Loan
of 2002, N.J. Rev. Stat.ss.ss.46:10B-22
et seq.
Effective November 27, 2003 - July 5,
2004
---------------------------- ---------------------------------------- --------------------------
Standard & Poor's Home Loan Categorization
------------------------------------------------------------------------------------------------
State/Jurisdiction Name of Anti-Predatory Lending Category under
Applicable
Anti-Predatory Lending
Law/Effective Date Law
---------------------------- ---------------------------------------- --------------------------
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
---------------------------- ---------------------------------------- --------------------------
New Jersey New Jersey Home Ownership Security Act Home Loan
of 2002, N.J. Rev. Stat.ss.ss.46:10B-22
et seq.
Effective for loans closed on or after
November 27, 2003
---------------------------- ---------------------------------------- --------------------------
New Mexico Home Loan Protection Act, N.M. Rev. Home Loan
Stat.ss.ss.58-21A-1 et seq.
Effective as of January 1, 2004;
Revised as of February 26, 2004
---------------------------- ---------------------------------------- --------------------------
North Carolina Restrictions and Limitations on High Consumer Home Loan
Cost Home Loans, N.C. Gen. Xxxx.xx.xx.
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 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
---------------------------- ---------------------------------------- --------------------------
