EXECUTION COPY
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of May 5, 2006, between Residential Funding Corporation, a
Delaware corporation ("RFC") and Residential Asset Mortgage Products, Inc., a Delaware corporation (the
"Company").
Recitals
A. RFC has entered into seller contracts ("Seller Contracts") with the seller/servicers pursuant to which
such seller/servicers sell mortgage loans to RFC.
B. The Company wishes to purchase from RFC certain Mortgage Loans (as hereinafter defined) originated
pursuant to the Seller Contracts.
C. The Company, RFC, as master servicer, and JPMorgan Chase Bank, N.A., as trustee (the "Trustee"), are
entering into a Pooling and Servicing Agreement dated as of
April 1, 2006 (the "Pooling and Servicing Agreement"), pursuant to which the Trust will issue Mortgage
Asset-Backed Pass-Through Certificates, Series 2006-RZ2 (the "Certificates") consisting of sixteen classes
designated as Class A-1, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8, Class M-9, Class M-10, Class SB, Class R-I and Class R-II, representing beneficial
ownership interests in a trust fund consisting primarily of a pool of fixed and adjustable rate one- to
four-family mortgage loans identified on Exhibit F to the Pooling and Servicing Agreement (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 and Class R-II Certificates (the "Retained Certificates").
E. In connection with the purchase of the Mortgage Loans and the issuance of the Certificates, RFC wishes
to make certain representations and warranties to the Company.
F. The Company and RFC intend that the conveyance by RFC to the Company of all its right, title and
interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale and not a
loan.
NOW THEREFORE, in consideration of the recitals and the mutual promises herein and other good and
valuable consideration, the parties agree as follows:
1. All capitalized terms used but not defined herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.
2. Concurrently with the execution and delivery hereof, RFC hereby assigns to the Company without recourse
all of its right, title and interest in and to the Mortgage Loans, including all interest and principal received
on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest
due on the Mortgage Loans in the month of the Cut-off Date). In consideration of such assignment, RFC will
receive from the Company, in immediately available funds, an amount equal to $363,357,194.00, including accrued
interest, and the Retained 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,
as defined in the following sentence) to the order of the Trustee and delivered an assignment of mortgage in
recordable form to the Trustee or its agent. A Destroyed Mortgage Note means a Mortgage Note the original of
which was permanently lost or destroyed.
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 deemed to be a security agreement within the meaning of Articles 8 and
9 of the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction;
(b) the conveyance provided for in this Section shall be deemed to be a grant by RFC to the Company of a security
interest in all of RFC's right (including the power to convey title thereto), title and interest, whether now
owned or hereafter acquired, in and to (A) the Mortgage Loans, including the Mortgage Notes, the Mortgages, any
related insurance policies and all other documents in the related Mortgage Files, (B) all amounts payable
pursuant to the Mortgage Loans in accordance with the terms thereof and (C) any and all general intangibles
consisting of, arising from or relating to any of the foregoing, and 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, certificated securities 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, financial intermediaries, bailees or agents (as applicable) of 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 deemed to
create a security interest in the Mortgage Loans and the other property described above, such security interest
would be deemed to be a perfected security interest of first priority under applicable law and will be maintained
as such throughout the term of this Agreement. Without limiting the generality of the foregoing, RFC shall
prepare and deliver to the Company not less than 15 days prior to any filing date, and the Company shall file, or
shall cause to be filed, at the expense of RFC, all filings necessary to maintain the effectiveness of any
original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the
Company's security interest in or lien on the Mortgage Loans including without limitation (x) continuation
statements, and (y) such other statements as may be occasioned by (1) any change of name of RFC or the Company,
(2) any change of location of the place of business, state of formation or the chief executive office of RFC, or
(3) any transfer of any interest of RFC in any Mortgage Loan.
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 Retained Certificates as part of the consideration payable to
RFC by the Company pursuant to this Agreement.
4. RFC represents and warrants to the Company that on the date of execution hereof (or, if otherwise
specified below, as of the date so specified):
(a) The information set forth in the Mortgage Loan Schedule for such Mortgage Loans is
true and correct in all material respects as of the date or dates respecting which such information is
furnished;
(b) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the
Code and Treasury Regulations Section 1.860G-2(a)(1);
(c) Immediately prior to the conveyance 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 such conveyance
validly transfers ownership of the Mortgage Loans to the Company free and clear of any pledge, lien,
encumbrance or security interest;
(d) Each Mortgage Note constitutes a legal, valid and binding obligation of the Mortgagor
enforceable in accordance with its terms except as limited by bankruptcy, insolvency or other similar
laws affecting generally the enforcement of creditors' rights;
(e) To the best of RFC's knowledge as of the Cut-off Date, there is no default, breach,
violation or event of acceleration existing under the terms of 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 under the terms of any Mortgage Note or Mortgage, and no such
default, breach, violation or event of acceleration has been waived by RFC or by any other entity
involved in servicing a Mortgage Loan;
(f) As of the Cut-off Date, none of the Mortgage Loans are 30 days or more delinquent in
payment of principal and interest;
(g) None of the Mortgage Loans are buydown Mortgage Loans;
(h) To the best of RFC's knowledge, there is no delinquent tax or assessment lien against
any related Mortgaged Property;
(i) No Mortgagor has any valid right of offset, defense or counterclaim as to the related
Mortgage Note or Mortgage, except as may be provided under the Relief Act;
(j) No Mortgage Loan provides for payments that are subject to reduction by withholding
taxes levied by any foreign (non-United States) sovereign government;
(k) (1) The proceeds of each Mortgage Loan have been fully disbursed and (2) to the best
of Seller's knowledge, 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;
(l) To the best of RFC's knowledge, with respect to each Mortgage Loan, 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;
(m) With respect to each Mortgage Loan, a policy of title insurance was effective as of
the closing of each Mortgage Loan, is valid and binding, and remains in full force and effect, unless
the Mortgaged Properties are located in the State of Iowa and an attorney's certificate has been
provided;
(n) To the best of RFC's knowledge, 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;
(o) 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, or (ii) by
judicial foreclosure or, if applicable, non-judicial foreclosure, and to the best of RFC's knowledge,
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;
(p) To the best of RFC's knowledge, 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;
(q) If the improvements securing a Mortgage Loan are located in a federal designated
special flood hazard area, flood insurance in the amount required under the Program Guide covers such
Mortgaged Property (either by coverage under the federal flood insurance program or by coverage from
private insurers);
(r) With respect to each Mortgage Loan, any appraisal made in connection with the
origination of the Mortgage Loan was made by an appraiser who meets the minimum qualifications for
appraisers as specified in the Program Guide;
(s) Each Mortgage Loan is covered by a standard hazard insurance policy;
(t) 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;
(u) No Mortgage Loan was originated on or after October 1, 2002 and before March 7, 2003,
which is secured by property located in the State of Georgia;
(v) As of the Cut-off Date, approximately 0.1% of the Mortgage Loans are secured by a
leasehold estate. In connection with any Mortgage Loan 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;
(w) Each Mortgage Loan as of the time of its origination complied in all material respects
with all applicable local, state and federal laws, including, but not limited to, all applicable
predatory lending laws;
(x) None of the Mortgage Loans are subject to the Home Ownership and Equity Protection Act
of 1994. None of the Mortgage Loans are loans that, under applicable state or local law in effect at
the time of origination of the loan, are referred to as (1) "high cost" or "covered" loans or (2) any
other similar designation if the law imposes greater restrictions or additional legal liability for
residential mortgage loans with high interest rates, points and/or fees;
(y) To the best of RFC's knowledge, the Subservicer for each Mortgage Loan has accurately
and fully reported its borrower credit files to each of the Credit Repositories in a timely manner;
(z) None of the proceeds of any Mortgage Loan were used to finance the purchase of single
premium credit insurance policies;
(aa) 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 5.6c Revised,
Appendix E) (attached hereto as Exhibit A)); provided that no representation and warranty is made in
this clause (aa) with respect to any Mortgage Loan secured by a Mortgaged Property located in the States
of Kansas or West Virginia; and provided further that no Qualified Substitute Mortgage Loan shall be a
High Cost Loan or Covered Loan (as such terms are defined in Appendix E of the Standard & Poor's
Glossary For File Format For LEVELS(R)in effect on the date of substitution, with such exceptions thereto
as the Company and Standard & Poor's may reasonably agree);
(bb) No Mortgaged Property consists of a mobile home or a manufactured housing unit that is
not permanently affixed to its foundation;
(cc) The proceeds of the Mortgage Loan have been fully disbursed, there is no requirement
for future advances thereunder;
(dd) With respect to each Mortgage Loan, either (i) each 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
or (ii) the Mortgage Loan is assumable pursuant to the terms of the Mortgage Note;
(ee) No Mortgage Loan has a prepayment penalty term that extends beyond five years after
the date of origination;
(ff) No Mortgage Loan provides for deferred interest or negative amortization; and
(gg) Each Mortgage Loan listed on the attached Exhibit B has an original term to maturity
of 360 months and an original amortization term of 480 months.
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, or upon the occurrence of a Repurchase Event as
described in Section 5 below, which materially and adversely affects the interests of any holders of the
Certificates or the Company in such Mortgage Loan (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, except as
otherwise provided in Section 2.04 of the Pooling and Servicing Agreement, either (i) purchase such Mortgage Loan
from the Trustee or the Company, as the case may be, at a price equal to the Purchase Price for such Mortgage
Loan or (ii) substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan in the manner and
subject to the limitations set forth in Section 2.04 of the Pooling and Servicing Agreement. If the breach of
representation and warranty that gave rise to the obligation to repurchase or substitute a Mortgage Loan pursuant
to this Section 4 was the representation set forth in clause (w) 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 repurchase event ("Repurchase Event") shall have occurred if it is
discovered that, as of the date hereof, 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 other 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. RFC hereby represents and warrants to the Company that with respect to each Mortgage Loan, the REMIC's
tax basis in each Mortgage Loan as of the Closing Date is equal to or greater than 100% of the Stated Principal
Balance thereof.
7. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
successors and assigns, and no other person shall have any right or obligation hereunder.
8. RFC, as master servicer under the Pooling and Servicing Agreement (the "Master Servicer"), shall not
waive (or permit a sub-servicer to waive) any prepayment charge on a Mortgage Loan (a "Prepayment Charge")
unless: (i) the enforceability thereof shall have been limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors' rights generally, (ii) the enforcement thereof is
illegal, or any local, state or federal agency has threatened legal action if the Prepayment Charge is enforced,
(iii) the collectability thereof shall have been limited due to acceleration in connection with a foreclosure or
other involuntary payment or (iv) such waiver is standard and customary in servicing similar Mortgage Loans and
relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Master
Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the
related Mortgage Loan. In no event will the Master Servicer waive a Prepayment Charge in connection with a
refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default. If a
Prepayment Charge is waived, but does not meet the standards described above, then the Master Servicer is
required to pay the amount of such waived Prepayment Charge to the holder of the Class SB Certificates at the
time that the amount prepaid on the related Mortgage Loan is required to be deposited into the Custodial Account.
Notwithstanding any other provisions of this Agreement, any payments made by the Master Servicer in respect of
any waived Prepayment Charges pursuant to this Section shall be deemed to be paid outside of the Trust Fund and
not part of any REMIC.
[Signature page follows]
IN WITNESS WHEREOF, the parties have entered into this Assignment and Assumption Agreement as of the
date first above written.
RESIDENTIAL FUNDING CORPORATION
By: /s/Xxxxxxxxxxx Xxxxxxxx
Name: Xxxxxxxxxxx Xxxxxxxx
Title: Associate
RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
By: /s/Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
EXHIBIT A
APPENDIX E OF THE STANDARD & POOR'S GLOSSARY FOR
FILE FORMAT FOR LEVELS(R)VERSION 5.6
REVISED July 11, 0000
XXXXXXXX X - STANDARD & POOR'S PREDATORY LENDING CATEGORIES
Standard & Poor's has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below
into three categories based upon a combination of factors that include (a) the risk exposure associated with the
assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified
by the relevant statute as Covered are included in Standard & Poor's High Cost Loan Category because they
included thresholds and tests that are typical of what is generally considered High Cost by the industry.
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
---------------------------------------------------------------------------------------------------------------------
State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Category under Applicable
Date Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
Arkansas Arkansas Home Loan Protection Act, Ark. Code High Cost Home Loan
Xxx.ss.ss.00-00-000 et seq.
Effective July 16, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Xxxxxx.xx. Covered Loan
757.01 et seq.
Effective June 2, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Colorado Consumer Equity Protection, Colo. Stat. Xxx.xx.xx. Covered Loan
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 Practices High Cost Home Loan
Act, Conn. Gen. Stat.ss.ss.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.ss.ss.494.0078 High Cost Home Loan
et seq.
Effective October 2, 2002
---------------------------------- ------------------------------------------------- --------------------------------
Georgia (Oct. 1, 2002 - Mar. 0, Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code Xxx.xx.xx. High Cost Home Loan
2003) 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Georgia as amended (Mar. 7, 0000 Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code Xxx.xx.xx. High Cost Home Loan
- current) 7-6A-1 et seq.
Effective for loans closed on or after March 7,
2003
---------------------------------- ------------------------------------------------- --------------------------------
HOEPA Section 32 Home Ownership and Equity Protection Act of High Cost Loan
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. Stat. tit. High Risk Home Loan
815,ss.ss.137/5 et seq.
Effective January 1, 2004 (prior to this date,
regulations under Residential Mortgage License
Act effective from May 14, 2001)
---------------------------------- ------------------------------------------------- --------------------------------
Kansas Consumer Credit Code, Kan. Stat. Xxx.xx.xx. High Loan to Value Consumer
16a-1-101 et seq. Loan (id.ss.16a-3-207) and;
Sections 16a-1-301 and 16a-3-207 became
effective April 14, 1999; Section 16a-3-308a
became effective July 1, 1999
---------------------------------- ------------------------------------------------- --------------------------------
High APR Consumer Loan (xx.xx.
16a-3-308a)
---------------------------------- ------------------------------------------------- --------------------------------
Kentucky 2003 KY H.B. 000 - Xxxx Xxxx Xxxx Xxxx Xxx, Xx. High Cost Home Loan
Rev. Stat.ss.ss.360.100 et seq.
Effective June 24, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Maine Truth in Lending, Me. Rev. Stat. tit. 9-A,xx.xx. High Rate High Fee Mortgage
8-101 et seq.
Effective September 29, 1995 and as amended
from time to time
---------------------------------- ------------------------------------------------- --------------------------------
Massachusetts Part 40 and Part 32, 209 C.M.R.ss.ss.32.00 et High Cost Home Loan
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. Xxxx.xx.xx. Home Loan
598D.010 et seq.
Effective October 1, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, High Cost Home Loan
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. Xxxx.xx.xx. High Cost Home Loan
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 Cost Home High Cost Home Loan
Loans, N.C. Gen. Stat.ss.ss.24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003
(adding open-end lines of credit)
---------------------------------- ------------------------------------------------- --------------------------------
Ohio H.B. 386 (codified in various sections of the Covered Loan
Ohio Code), Ohio Rev. Code Xxx.ss.ss.1349.25 et
seq.
Effective May 24, 2002
---------------------------------- ------------------------------------------------- --------------------------------
Oklahoma Consumer Credit Code (codified in various Subsection 10 Mortgage
sections of Title 14A)
Effective July 1, 2000; amended effective
January 1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
South Carolina South Carolina High Cost and Consumer Home High Cost Home Loan
Loans Act, S.C. Code Xxx.ss.ss.37-23-10 et seq.
Effective for loans taken on or after January
1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
West Virginia West Virginia Residential Mortgage Lender, West Virginia Mortgage Loan
Broker and Servicer Act, W. Va. Code Xxx.xx.xx. Act Loan
31-17-1 et seq.
Effective June 5, 2002
---------------------------------- ------------------------------------------------- --------------------------------
STANDARD & POOR'S COVERED LOAN CATEGORIZATION
---------------------------------- ------------------------------------------------- --------------------------------
State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Category under Applicable
Date Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
Georgia (Oct. 1, 2002 - Mar. 0, Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code Xxx.xx.xx. Covered Loan
2003) 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, Covered Home Loan
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 Law/Effective Category under Applicable
Date Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
Georgia (Oct. 1, 2002 - Mar. 0, Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code Xxx.xx.xx. Home Loan
2003) 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, Home Loan
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. Xxxx.xx.xx. Home Loan
58-21A-1 et seq.
Effective as of January 1, 2004; Revised as of
February 26, 2004
---------------------------------- ------------------------------------------------- --------------------------------
North Carolina Restrictions and Limitations on High Cost Home Consumer Home Loan
Loans, N.C. Gen. Stat.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 Consumer Home Loan
Loans Act, S.C. Code Xxx.ss.ss.37-23-10 et seq.
Effective for loans taken on or after January
1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
EXHIBIT B
LIST OF MORTGAGE LOANS WITH ORIGINAL TERM TO MATURITY
OF 360 MONTHS AND AN ORIGINAL AMORTIZATION TERM OF 480 MONTHS
[SEE ATTACHMENT]
Loan Number Principal Balance Original Term Amortization Term
10223750 263610.27 360 480
10255154 177869 360 480
10255460 229674.96 360 480
10296412 153413.05 360 480
10296472 149813.48 360 480
10296690 129921.82 360 480
10297426 194876.62 360 480
10321794 117910.15 360 480
10333916 105910.08 360 480
10334170 359752.5 360 480
10334174 449839.93 360 480
10334178 124937.88 360 480
10334184 329829.9 360 480
10334206 94455.13 360 480
10369976 314710.51 360 480
10369996 80731.08 360 480
10370078 117868.74 360 480
10370082 197956.94 360 480
10370118 264929.41 360 480
10370568 679662.06 360 480
10370576 229931.7 360 480
10370582 429815.07 360 480
10375064 113927.12 360 480
10382594 199948.63 360 480
10382804 86883.03 360 480
10389065 139643.62 360 480
10389077 74708.91 360 480
10389089 77316.61 360 480
10389093 219697.81 360 480
10389097 52923.04 360 480
10389113 199761.77 360 480
10389121 213716.26 360 480
10389127 123846.22 360 480
10389133 92881.5 360 480
10389155 83906.12 360 480
10389165 137485.95 360 480
10389171 229726.04 360 480
10389199 364647.78 360 480
10389213 58143.3 360 480
10389215 286611.52 360 480
10389227 344600.71 360 480
10389235 183721.07 360 480
10389245 129538.72 360 480
10389257 175863.43 360 480
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