EXECUTION COPY
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated March 29, 2007, between Residential Funding Company,
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 March 1, 2007 (the "Series
Supplement"), and the Standard Terms of Pooling and Servicing Agreement, dated as of December 1, 2006
(collectively, the "Pooling and Servicing Agreement"), pursuant to which the Company proposes to issue
Mortgage Asset-Backed Pass-Through Certificates, Series 2007-QS4 (the "Certificates") consisting of
thirty-six classes designated as Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class II-A-1, Class
II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class III-A-1, Class III-A-2, Class III-A-3, Class III-A-4,
Class III-A-5, Class III-A-6, Class III-A-7, Class III-A-8, Class III-A-9, Class III-A-10, Class III-A-11,
Class IV-A-1, Class IV-A-2, Class IV-A-3, Class V-A-1, Class V-A-2, Class I-A-P, Class I-A-V, Class II-A-P,
Class II-A-V, Class III-A-P, Class III-A-V, Class V-A-P, Class V-A-V, Class R-I, Class R-II and Class R-III
Certificates; and six classes designated as Class M-1, Class M-2 and Class M-3 Certificates (collectively,
the "Class M Certificates"), and 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 "Mortgage Loans").
D. In connection with the purchase of the Mortgage Loans, the Company will assign to RFC
the Class I-A-P Certificates, Class I-A-V Certificates, Class II-A-P Certificates, Class II-A-V Certificates,
Class III-A-P Certificates, Class III-A-V Certificates, Class V-A-P, Class V-A-V and a de minimis portion of
each of the Class R-I, Class R-II and Class R-III Certificates.
E. In connection with the purchase of the Mortgage Loans and the issuance of the
Certificates, RFC wishes to make certain representations and warranties to the Company.
F. The Company and RFC intend that the conveyance by RFC to the Company of all its right,
title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a purchase and
sale and not a loan.
NOW THEREFORE, in consideration of the recitals and the mutual promises herein and other good
and valuable consideration, the parties agree as follows:
1. All capitalized terms used but not defined herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.
2. Concurrently with the execution and delivery hereof, RFC hereby assigns to the Company
without recourse all of its right, title and interest in and to the Mortgage Loans, including all interest
and principal, and with respect to the Sharia Mortgage Loans, all amounts in respect of profit payments and
acquisition payments, received on or with respect to the Mortgage Loans after March 1, 2007 (other than
payments of principal and interest, and with respect to the Sharia Mortgage Loans, all amounts in respect of
profit payments and acquisition payments, due on the Mortgage Loans on or before March 31, 2007). In
consideration of such assignment, RFC or its designee will receive from the Company in immediately available
funds an amount equal to $704,450,417.80, the Class I-A-P, Class I-A-V, Class II-A-P, Class II-A-V, Class
III-A-P, Class III-A-V, Class V-A-P and Class V-A-V Certificates and a de minimis portion of each of the
Class R-I, Class R-II and Class R-III Certificates. In connection with such assignment and at the Company's
direction, RFC has in respect of each Mortgage Loan endorsed the related Mortgage Note (other than any
Destroyed Mortgage Note) to the order of the Trustee and delivered an assignment of mortgage in recordable
form to the Trustee or its agent.
RFC and the Company agree that the sale of each Pledged Asset Loan pursuant to this Agreement
will also constitute the assignment, sale, setting-over, transfer and conveyance to the Company, without
recourse (but subject to RFC's covenants, representations and warranties specifically provided herein), of
all of RFC's obligations and all of RFC's right, title and interest in, to and under, whether now existing or
hereafter acquired as owner of such Pledged Asset Loan with respect to any and all money, securities,
security entitlements, accounts, general intangibles, payment intangibles, instruments, documents, deposit
accounts, certificates of deposit, commodities contracts, and other investment property and other property of
whatever kind or description consisting of, arising from or related to, (i) the Credit Support Pledge
Agreement, the Funding and Pledge Agreement among the Mortgagor or other Person pledging the related Pledged
Assets (the "Customer"), Combined Collateral LLC and National Financial Services Corporation, and the
Additional Collateral Agreement between GMAC Mortgage, 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
Sharia Mortgage loan, the related Sharia Mortgage Loan Security Instrument, Sharia Mortgage Loan
Co-Ownership, Obligation to Pay, Assignment Agreement and Amendment of Security Instrument, any insurance
policies and all other documents in the related Mortgage File and (iii) with respect to each Mortgage Loan
other than a Cooperative Loan or a Sharia Mortgage Loan, the related Mortgage Note, the Mortgage, any
insurance policies and all other documents in the related Mortgage File, (B) all monies due or to become due
pursuant to the Mortgage Loans in accordance with the terms thereof and (C) all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including
without limitation all amounts from time to time held or invested in the Certificate Account or the Custodial
Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the
Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes or such other items of property as
constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts, letters of
credit, advices of credit, investment property or chattel paper shall be deemed to be "possession by the
secured party," or possession by a purchaser or a person designated by such secured party, for purposes of
perfecting the security interest pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial
Code of any other applicable jurisdiction (including, without limitation, Sections 8-106, 9-313 and 9-106
thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments,
receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, (as
applicable) the Trustee for the purpose of perfecting such security interest under applicable law. RFC
shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to
ensure that, if this Agreement were determined to create a security interest in the Mortgage Loans and the
other property described above, such security interest would be determined to be a perfected security
interest of first priority under applicable law and will be maintained as such throughout the term of this
Agreement. Without limiting the generality of the foregoing, RFC shall prepare and deliver to the Company
not less than 15 days prior to any filing date, and the Company shall file, or shall cause to be filed, at
the expense of RFC, all filings necessary to maintain the effectiveness of any original filings necessary
under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Company's security interest
in or lien on the Mortgage Loans, including without limitation (x) continuation statements, and (y) such
other statements as may be occasioned by (1) any change of name of RFC or the Company, (2) any change of
location of the state of formation, place of business or the chief executive office of RFC, or (3) any
transfer of any interest of RFC in any Mortgage Loan.
Notwithstanding the foregoing, (i) the Master Servicer shall retain all servicing rights
(including, without limitation, primary servicing and master servicing) relating to or arising out of the
Mortgage Loans, and all rights to receive servicing fees, servicing income and other payments made as
compensation for such servicing granted to it under the Pooling and Servicing Agreement pursuant to the terms
and conditions set forth therein (collectively, the "Servicing Rights") and (ii) the Servicing Rights are not
included in the collateral in which RFC grants a security interest pursuant to the immediately preceding
paragraph.
3. Concurrently with the execution and delivery hereof, the Company hereby assigns to RFC
without recourse all of its right, title and interest in and to the Class I-A-P, Class I-A-V, Class II-A-P,
Class II-A-V, Class III-A-P, Class III-A-V, Class V-A-P Certificates, Class V-A-V and a de minimis portion of
each of the Class R-I, Class R-II and Class R-III Certificates as part of the consideration payable to RFC by
the Company pursuant to this Agreement.
4. RFC represents and warrants to the Company that on the date of execution hereof (or, if
otherwise specified below, as of the date so specified):
(a) The information set forth in Exhibit One to the Series Supplement with respect
to each Mortgage Loan or the Mortgage Loans, as the case may be, is true and correct in all material
respects, at the date or dates respecting which such information is furnished;
(b) Each Mortgage Loan is required to be covered by a standard hazard insurance
policy. Each Group I Loan with a Loan-to-Value Ratio at origination in excess of 80% will be insured
by a Primary Insurance Policy covering at least 35% of the principal balance of the Group I 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 Group I 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%. Except in the case of
approximately 0.1% of the principal balance of the Group II Loans, each Group II Loan with a
Loan-to-Value Ratio at origination in excess of 80% will be insured by a Primary Insurance Policy
covering at least 35% of the principal balance of the Group II 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 Group
II Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, at least 25% of the
balance if the Loan-to-Value Ratio is between 90.00% and 85.01% and at least 12% of the balance if the
Loan-to-Value Ratio is between 85.00% and 80.01%. Each Group III 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 Group III 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 Group III Loan at origination if the
Loan-to-Value Ratio is between 95.00% and 90.01%, at least 25% of the balance if the Loan-to-Value
Ratio is between 90.00% and 85.01% and at least 12% of the balance if the Loan-to-Value Ratio is
between 85.00% and 80.01%. Each Group IV 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 Group IV 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 Group IV Loan at origination if the Loan-to-Value Ratio is between
95.00% and 90.01%, at least 25% of the balance if the Loan-to-Value Ratio is between 90.00% and 85.01%
and at least 12% of the balance if the Loan-to-Value Ratio is between 85.00% and 80.01%. Each Group V
Loan with a Loan-to-Value Ratio at origination in excess of 80% will be insured by a Primary Insurance
Policy covering at least 30% of the principal balance of the Group V Loan at origination if the
Loan-to-Value Ratio is between 100.00% and 95.01%, at least 25% of the principal balance of the Group
V Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, at least 12% of the
balance if the Loan-to-Value Ratio is between 90.00% and 85.01% and at least 6% of the balance if the
Loan-to-Value Ratio is between 85.00% and 80.01%. To the best of the Company's knowledge, each such
Primary Insurance Policy is in full force and effect and the Trustee is entitled to the benefits
thereunder;
(c) Each Primary Insurance Policy insures the named insured and its successors and
assigns, and the issuer of the Primary Insurance Policy is an insurance company whose claims-paying
ability is currently acceptable to the Rating Agencies;
(d) Immediately prior to the assignment of the Mortgage Loans to the Company, RFC
had good title to, and was the sole owner of, each Mortgage Loan free and clear of any pledge, lien,
encumbrance or security interest (other than rights to servicing and related compensation and, with
respect to certain Mortgage Loans, the monthly payment due on the first Due Date following the Cut-off
Date), and no action has been taken or failed to be taken by RFC that would materially adversely
affect the enforceability of any Mortgage Loan or the interests therein of any holder of the
Certificates;
(e) None of the Mortgage Loans were 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 approximately 3.27% 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
was 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 5.7
Revised, Appendix E (attached hereto as Exhibit A)); provided that no representation and warranty is
made in this clause (ff) with respect to 0.1% of the Mortgage Loans (by outstanding principal balance
as of the Cut-off Date) secured by property located in the State of West Virginia [proviso relating to
the State of Kansas 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 at least one year prior to the date hereof, (a) held by
investors other than employee benefit plans, and (b) rated at least BBB- or Baa3, as applicable, by a
Rating Agency; and
(hh) No fraud or misrepresentation has taken place in connection with the origination
of any Mortgage Loan.
RFC shall provide written notice to GMAC Mortgage, 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 5.7 REVISED
REVISED October 20, 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
------------------------------------------------------------------------------------------------
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State/Jurisdiction Name of Anti-Predatory Lending Category under
Applicable
Anti-Predatory Lending
Law/Effective Date Law
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Arkansas Arkansas Home Loan Protection Act, High Cost Home Loan
Ark. Code Xxx.ss.ss.00-00-000 et seq.
Effective July 16, 2003
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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
---------------------------- ---------------------------------------- --------------------------
