EXHIBIT 10.2
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of [______ __], 200[_],
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.
B. The Company wishes to purchase from RFC certain Mortgage Loans (as
hereinafter defined) originated pursuant to the Seller Contracts with respect
thereto.
C. The Company, RFC, as master servicer, and U.S. Bank National
Association, as trustee (the "Trustee"), are entering into a Pooling and
Servicing Agreement dated as of [______ __], 200[_] (the "Pooling and Servicing
Agreement"), pursuant to which the Trust proposes to issue Mortgage Asset-Backed
Pass-Through Certificates, Series 200[_]-[___] (the "Certificates") 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 Certificates representing beneficial ownership
interests in a trust fund consisting primarily of a pool of mortgage loans
identified in Exhibit G to the Pooling and Servicing Agreement (the "Mortgage
Loans").
D. In connection with the purchase of the Mortgage Loans, the Company will
assign to or at the direction of RFC the Class SB, Class R-I and Class R-II
Certificates (collectively, 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 October 200[_]). In
consideration of such assignment, RFC will receive from the Company, in
immediately available funds, an amount equal to $[____________] 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)
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 shall 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. However, in the event that the Mortgage Loans are held
to be property of RFC, or if for any reason this Agreement is held or deemed to
create a security interest in the Mortgage Loans, then it is intended that (a)
this Agreement shall also be 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, payment intangibles,
accounts, chattel paper, instruments, documents, money, deposit accounts,
certificates of deposit, goods, letters of credit, advices of credit and
investment property and other property of whatever kind or description now
existing or hereafter acquired 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, negotiable documents or
chattel paper shall be deemed to be "possession by the secured party", or
possession by a purchaser or a person designated by him, 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, Section 9-305, 8-313 or 8-321 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 no 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
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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.
3. Concurrently with the execution and delivery hereof, the Company hereby
assigns to or at the direction of 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, with respect to each
Mortgage Loan 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
Trustee, 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 Trustee
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, and except
as noted in (h) below, 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) [RESERVED];
(g) The related Mortgagor is not currently in bankruptcy proceedings
with respect to any of the Mortgage Loans;
(h) As of the Cut-Off Date, 0.10% of the Mortgage Loans are 30 to 59
days Delinquent in payment of principal and interest and none of the
Mortgage Loans are 60 or more days Delinquent in payment of principal and
interest;
(i) None of the Mortgage Loans are Buy-Down Mortgage Loans;
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(j) To the best of RFC's knowledge, there is no delinquent tax or
assessment lien against any related Mortgaged Property;
(k) 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 Servicemembers Civil Relief Act;
(l) No Mortgage Loan provides for payments that are subject to
reduction by withholding taxes levied by any foreign (non-United States)
sovereign government;
(m) (1) The proceeds of each Mortgage Loan have been fully disbursed
and (2) to the best of RFC'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;
(n) 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;
(o) 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;
(p) Each Mortgaged Property is free of damage and in good repair, 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;
(q) 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;
(r) 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;
4
(s) 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);
(t) To the extent an appraisal was made on a Mortgage Loan, the
appraisal was made by an appraiser who meets the minimum qualifications for
appraisers as specified in the Program Guide;
(u) Each Mortgage Loan is covered by a standard hazard insurance
policy;
(v) 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 (other than with respect to any junior
lien Mortgage Loans); and the remaining term of the lease does not
terminate less than ten years after the maturity date of such Mortgage
Loan;
(w) 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;
(x) None of the Mortgage Loans in the mortgage pool 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) With respect to each Mortgage Loan, no borrower obtained a prepaid
single-premium credit-life, credit disability, credit unemployment or
credit property insurance policy in connection with the origination of the
Mortgage Loan;
(z) None of the Mortgage Loans contain prepayment penalties that
extend beyond three years after the date of origination;
(aa) None of the Mortgage Loans are subject to the Homeownership Act;
(bb) 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;
(cc) No Mortgage Loan is a High Cost Loan or Covered Loan, as
applicable (as such terms are defined in Appendix E of the Standard &
Poor's Glossary For File Format For LEVELS(R) Version 5.6c Revised
(attached hereto as Exhibit 1);
5
(dd) 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; and
(ee) Each Mortgage Loan is secured by Mortgaged Property located
within the United States.
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 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 and
warranty set forth in clause (bb) 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 one or both of the following occur: (A) it is
discovered that, as of the date hereof, the related Mortgage was not a valid
first lien (or second lien, with respect to junior lien Mortgage Loans) 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, (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 and (iv) with
respect to junior lien Mortgage Loans, the senior mortgage loan thereon or (B)
it is discovered that, as of the time of its origination and as of the date of
execution hereof, the Mortgage Loan did not comply in all material respects with
all applicable local, state and federal laws. In addition, with respect to any
Mortgage Loan listed on the attached Schedule A with respect to which any
document or documents constituting a part of the Mortgage File are missing or
defective in any material respect, if such Mortgage Loan subsequently is in
default and the enforcement thereof or of the related Mortgage is materially and
adversely affected by the absence or defectiveness of any such document or
documents, 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. [RESERVED].
6
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 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 penalty 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.
9. This Agreement will be governed by and construed in accordance with the
laws of the State of New York, without regard to the conflict of law principles
thereof, other than Sections 5-1401 and 5-1402 of the New York General
Obligations Law.
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IN WITNESS WHEREOF, the parties have entered into this Assignment and
Assumption Agreement as of the date first above written.
RESIDENTIAL FUNDING CORPORATION
By:
------------------------------
Name:
Title:
RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
By:
------------------------------
Name:
Title:
SCHEDULE A
Schedule of Mortgage Loans with Defective Mortgage Files
(see attached)
A-1
EXHIBIT 1
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
--------------------------------------------------------------------------------------------------------
Name of Anti-Predatory Lending Category under Applicable
State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law
--------------------------------------------------------------------------------------------------------
Arkansas Arkansas Home Loan Protection Act, Ark. High Cost Home Loan
Code Xxx. Sections 00-00-000 et seq.
Effective July 16, 2003
--------------------------------------------------------------------------------------------------------
Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Code Covered Loan
Sections 757.01 et seq.
Effective June 2, 2003
--------------------------------------------------------------------------------------------------------
Colorado Consumer Equity Protection, Colo. Stat. Covered Loan
Xxx. Sections 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. Stat. Sections
36a-746 et seq.
Effective October 1, 2001
--------------------------------------------------------------------------------------------------------
District of Columbia Home Loan Protection Act, D.C. Code Covered Loan
Sections 26-1151.01 et seq.
Effective for loans closed on or after
January 28, 2003
--------------------------------------------------------------------------------------------------------
Florida Fair Lending Act, Fla. Stat. Xxx. High Cost Home Loan
Sections 494.0078 et seq.
Effective October 2, 2002
--------------------------------------------------------------------------------------------------------
Exhibit 1-1
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
--------------------------------------------------------------------------------------------------------
Name of Anti-Predatory Lending Category under Applicable
State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law
--------------------------------------------------------------------------------------------------------
Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code Xxx. High Cost Home Loan
Mar. 6, 2003) Sections 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
--------------------------------------------------------------------------------------------------------
Georgia as amended (Mar. Georgia Fair Lending Act, Ga. Code Xxx. High Cost Home Loan
7, 2003 - current) Sections 7-6A-1 et seq.
Effective for loans closed on or after
March 7, 2003
--------------------------------------------------------------------------------------------------------
HOEPA Section 32 Home Ownership and Equity Protection Act High Cost Loan
of 1994, 15 U.S.C. Section 1639, 12
C.F.R. Sections 226.32 and 226.34
Effective October 1, 1995, amendments
October 1, 2002
--------------------------------------------------------------------------------------------------------
Illinois High Risk Home Loan Act, Ill. Comp. Stat. High Risk Home Loan
tit. 815, Sections 137/5 et seq.
Effective January 1, 2004 (prior to this
date, regulations under Residential
Mortgage License Act effective from May
14, 2001)
--------------------------------------------------------------------------------------------------------
Kansas Consumer Credit Code, Kan. Stat. Xxx. High Loan to Value Consumer
Sections 16a-1-101 et seq. Loan (id. Section 16a-3-207) and;
Sections 16a-1-301 and 16a-3-207 became
effective April 14, 1999; Section High APR Consumer Loan
16a-3-308a became effective July 1, 1999 (id. Section 16a-3-308a)
--------------------------------------------------------------------------------------------------------
Kentucky 2003 KY H.B. 287 - High Cost Home Loan High Cost Home Loan
Act, Ky. Rev. Stat. Sections 360.100
et seq.
Effective June 24, 2003
--------------------------------------------------------------------------------------------------------
Maine Truth in Lending, Me. Rev. Stat. tit. High Rate High Fee Mortgage
9-A, Sections 8-101 et seq.
Effective September 29, 1995 and as
amended from time to time
--------------------------------------------------------------------------------------------------------
Exhibit 1-2
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
--------------------------------------------------------------------------------------------------------
Name of Anti-Predatory Lending Category under Applicable
State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law
--------------------------------------------------------------------------------------------------------
Massachusetts Part 40 and Part 32, High Cost Home Loan
209 C.M.R. Sections 32.00 et seq. and
209 C.M.R. Sections 40.01 et seq.
Effective March 22, 2001 and amended from
time to time
--------------------------------------------------------------------------------------------------------
Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. Home Loan
Sections 598D.010 et seq.
Effective October 1, 2003
--------------------------------------------------------------------------------------------------------
New Jersey New Jersey Home Ownership Security High Cost Home Loan
Act of 2002,
N.J. Rev. Stat. Sections 46:10B-22
et seq.
Effective for loans closed on or after
November 27, 2003
--------------------------------------------------------------------------------------------------------
New Mexico Home Loan Protection Act, N.M. Rev. Stat. High Cost Home Loan
Sections 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 High Cost Home Loan
Home Loans,
N.C. Gen. Stat. Sections 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 Covered Loan
the Ohio Code),
Ohio Rev. Code Xxx. Sections 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
--------------------------------------------------------------------------------------------------------
Exhibit 1-3
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
--------------------------------------------------------------------------------------------------------
Name of Anti-Predatory Lending Category under Applicable
State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law
--------------------------------------------------------------------------------------------------------
South Carolina South Carolina High Cost and Consumer High Cost Home Loan
Home Loans Act, S.C. Code Xxx. Sections
37-23-10 et seq.
Effective for loans taken on or after
January 1, 2004
--------------------------------------------------------------------------------------------------------
West Virginia West Virginia Residential Mortgage West Virginia Mortgage Loan
Lender, Broker and Servicer Act, W. Va. Act Loan
Code Xxx. Sections 31-17-1 et seq.
Effective June 5, 2002
--------------------------------------------------------------------------------------------------------
STANDARD & POOR'S COVERED LOAN CATEGORIZATION
--------------------------------------------------------------------------------------------------------
Name of Anti-Predatory Lending Category under Applicable
State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law
--------------------------------------------------------------------------------------------------------
Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code Xxx. Covered Loan
Mar. 6, 2003) Sections 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
--------------------------------------------------------------------------------------------------------
New Jersey New Jersey Home Ownership Security Covered Home Loan
Act of 2002, N.J. Rev. Stat. Sections
46:10B-22 et seq.
Effective November 27, 2003 - July 5,
2004
--------------------------------------------------------------------------------------------------------
STANDARD & POOR'S HOME LOAN CATEGORIZATION
--------------------------------------------------------------------------------------------------------
Name of Anti-Predatory Lending Category under Applicable
State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law
--------------------------------------------------------------------------------------------------------
Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code Xxx. Home Loan
Mar. 6, 2003) Sections 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
--------------------------------------------------------------------------------------------------------
EXHIBIT 1-4
STANDARD & POOR'S HOME LOAN CATEGORIZATION
--------------------------------------------------------------------------------------------------------
Name of Anti-Predatory Lending Category under Applicable
State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law
--------------------------------------------------------------------------------------------------------
New Jersey New Jersey Home Ownership Security Act of Home Loan
2002, N.J. Rev. Stat. Sections 46:10B-22
et seq.
Effective for loans closed on or after
November 27, 2003
--------------------------------------------------------------------------------------------------------
New Mexico Home Loan Protection Act, N.M. Rev. Stat. Home Loan
Sections 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 Consumer Home Loan
Home Loans, N.C. Gen. Stat.
Sections 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.
Sections 37-23-10 et seq.
Effective for loans taken on or after
January 1, 2004
--------------------------------------------------------------------------------------------------------
EXHIBIT 1-5
