EXECUTION COPY
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of March 29, 2006, between Residential Funding
Corporation, a Delaware corporation ("RFC") and Residential Asset Securities Corporation, a Delaware
corporation (the "Company").
Recitals
A. RFC has entered into seller contracts ("Seller Contracts") with certain sellers and 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 March 1, 2006 (the "Pooling and
Servicing Agreement"), pursuant to which the Trust proposes to issue Home Equity Mortgage Asset-Backed
Pass-Through Certificates, Series 2006-KS3 (the "Certificates") consisting of eighteen classes designated as
Class A-I-1, Class A-I-2, Class A-I-3, Class A-I-4, A-II, 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 M-11, Class SB, Class R-I, Class R-II
and Class R-III Certificates, representing beneficial ownership interests solely in a trust fund consisting
primarily of a pool that will be divided into (i) the adjustable and fixed rate one-to four-family mortgage
loans identified on Exhibit F-1 to the Pooling and Servicing Agreement (the "Group I Loans") and (ii) the
adjustable and fixed rate one- to four-family mortgage loans identified on Exhibit F-2 to the Pooling and
Servicing Agreement (the "Group II Loans," and together with the Group I Loans, the "Mortgage Loans").
D. In connection with the purchase of the Mortgage Loans, the Company will assign to RFC the
Class R-I, Class R-II and Class R-III 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 and to assign certain of its rights
under the Seller Contracts to the Company, and the Company wishes to assume certain of RFC's obligations
under the Seller Contracts.
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 March 2006). In consideration of such assignment, RFC
will receive from the Company, in immediately available funds, an amount equal to $1,167,595,001.34 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, hereinafter
defined) 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 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 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),
(i) Immediately prior to the delivery 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 or security interest (other than
(a) rights to servicing and related compensation, and (b) any senior lien relating to a Mortgage Loan listed
on Schedule A attached hereto (the "Junior Lien Mortgage Loans")) and had full right and authority to sell
and assign the Mortgage Loans pursuant to this Agreement.
(ii) 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.
(iii) The Mortgagor (including any party secondarily liable under the Mortgage File) has no right of
set-off, defense, counterclaim or right of rescission as to any document in the Mortgage File except as may be
provided under the Relief Act.
(iv) RFC and any other originator, servicer or other previous owner of each Mortgage Loan has obtained all
licenses and effected all registrations required under all applicable local, state and federal laws,
regulations and orders, including without limitation truth in lending and disclosure laws, necessary to own
or originate the Mortgage Loans (the failure to obtain such licenses or to comply with such laws, regulations
and orders would make such Mortgage Loans void or voidable).
(v) A policy of title insurance, in the form and amount that is in material compliance with the Program
Guide, was effective as of the closing of each Mortgage Loan, is valid and binding, and remains in full force
and effect except for Mortgaged Properties located in the State of Iowa where an attorney's certificate has
been provided in accordance with the Program Guide. No claims have been made under such title insurance
policy and no holder of the related mortgage, including RFC, has done or omitted to do anything which would
impair the coverage of such title insurance policy.
(vi) Each Mortgage Loan is a valid and enforceable first lien (or in the case of the Junior Lien Mortgage
Loans, junior lien) on the Mortgaged Property subject only to (1) the lien of nondelinquent current real
property taxes and assessments, (2) covenants, conditions and restrictions, rights of way, easements and
other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of
record being acceptable to mortgage lending institutions generally or specifically reflected in the appraisal
made in connection with the origination of the related Mortgage Loan, and (3) other matters to which like
properties are commonly subject that do not materially interfere with the benefits of the security intended
to be provided by such Mortgage.
(vii) All improvements which were considered in determining the Appraised Value of the Mortgaged Property
lie wholly within the boundaries and the building restriction lines of the Mortgaged Premises, 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.
(viii) There are no delinquent tax or delinquent assessment liens against the related Mortgaged Property, and
there are no mechanic's liens or claims for work, labor or material or any other liens affecting such
Mortgaged Property which are or may be a lien prior to, or equal with, the lien of the Mortgage assigned to
RFC, except those liens that are insured against by the policy of title insurance and described in (v) above.
(ix) Each Mortgaged Property is free of material damage and is in good repair and no notice of condemnation
has been given with respect thereto.
(x) The improvements upon the Mortgaged Property are insured against loss by fire and other hazards as
required by the Program Guide, including flood insurance if required under the National Flood Insurance Act
of 1968, as amended. The Mortgage requires the Mortgagor to maintain such casualty insurance at the
Mortgagor's expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain
and maintain such insurance at the Mortgagor's expense and to seek reimbursement therefore from the Mortgagor.
(xi) The appraisal was made by an appraiser who meets the minimum qualifications for appraisers as
specified in the Program Guide.
(xii) Each Mortgage Note and Mortgage 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.
(xiii) Each Mortgage Loan is covered by a standard hazard insurance policy.
(xiv) No more than approximately 0.1% of the Group I Loans are secured by a leasehold estate. No more than
approximately 0.2% of the Group II are secured by a leasehold estate.
(xv) The information set forth on the Mortgage Loan Schedule with respect to each Mortgage Loan is true and
correct in all material respects as of the date or dates which such information is furnished.
(xvi) As of the Cut-off Date, approximately 0.3% and 0.1% of the Group I Loans and the Group II Loans,
respectively, are 30 to 59 days Delinquent in payment of principal and interest. As of the Cut-off Date,
none of the Mortgage Loans are Delinquent in payment of principal or interest by 60 days or more. For the
purposes of this representation a Mortgage Loan is considered Delinquent if a Subservicer or the Master
Servicer has made any advances on the Mortgage Loan that have not been reimbursed out of payments by the
mortgagor or on the mortgagor's behalf from a source other than a Subservicer, a Seller, the Master Servicer
or an affiliated entity of either.
(xvii) The weighted average Loan-to-Value Ratio with respect to Group I Loans, and the Group II Loans, in
each case by outstanding principal balance at origination, is 81.5% and 80.6%, respectively.
(xviii) No more than approximately 18.9% and 18.4% of the Group I Loans and the Group II Loans, respectively,
in each case by outstanding principal balance as of the Cut-off Date, are located in any one zip code area in
California. No more than approximately 13.9% of the Mortgage Loans by outstanding principal balance as of
the Cut-off Date are located in any one zip code area outside of California.
(xix) All of the Group I Loans and the Group II Loans, respectively, that are adjustable-rate loans will
adjust semi-annually based on Six-Month LIBOR (as defined in the Prospectus Supplement). Each of the
Mortgage Loans that are adjustable-rate loans will adjust on the Adjustment Date specified in the related
Mortgage Note to a rate equal to the sum (rounded as described in the Prospectus Supplement) of the related
Index described in the Prospectus Supplement and the Note Margin set forth in the related Mortgage Note,
subject to the limitations described in the Prospectus Supplement, and each Mortgage Loan has an original
term to maturity from the date on which the first monthly payment is due of not more than approximately 30
years. On each Adjustment Date, the Mortgage Rate on each Mortgage Loan that is an adjustable-rate loan will
be adjusted to equal the related Index plus the related Gross Margin, subject in each case to the Periodic
Rate Cap, the Mortgage Rate and the Minimum Mortgage Rate. The amount of the monthly payment on each
Mortgage Loan that is an adjustable-rate loan will be adjusted on the first day of the month following the
month in which the Adjustment Date occurs to equal the amount necessary to pay interest at the
then-applicable Mortgage Rate to fully amortize the outstanding principal balance of such Mortgage Loan over
its remaining term to stated maturity. No Mortgage Loan is subject to negative amortization.
(xx) With respect to each Mortgage constituting a deed of trust, a trustee, duly qualified under applicable
law to serve as such, has been properly designated and currently so serves and is named in such Mortgage, and
no fees or expenses are or will become payable by the holder of the Mortgage Loan to the trustee under the
deed of trust, except in connection with a trustee's sale after default by the Mortgagor.
(xxi) Approximately 7.97% and 4.17% of the Mortgaged Properties related to the Group I Loans and the Group
II Loans, respectively (in each case by outstanding principal balance as of the Cut-off Date), are units in
detached planned unit developments. Approximately 1.86% and 2.23% of the Mortgaged Properties related to the
Group I Loans and the Group II Loans, respectively (in each case by outstanding principal balance as of the
Cut-off Date), are units in attached planned unit developments. Approximately 1.81% and 2.76% of the
Mortgaged Properties related to the Group I Loans and the Group II Loans, respectively (in each case by
outstanding principal balance as of the Cut-off Date), are units in townhouses. Approximately 0.1% of the
Mortgaged Properties related to the Group I Loans (by outstanding principal balance as of the Cut-off Date),
and none of the Mortgaged Properties related to the Group II Loans, are units in manufactured housing
developments. Approximately 5.42% and 5.04% of the Mortgaged Properties related to the Group I Loans and the
Group II Loans, respectively (in each case by outstanding principal balance as of the Cut-off Date), are
condominium units. Each Mortgaged Property is suitable for year-round occupancy.
(xxii) Approximately 95.51% of the Mortgaged Properties related to the Mortgage Loans (by outstanding
principal balance as of the Cut-off Date) are secured by the owner's primary residence. Approximately 1.59%
of the Mortgaged Properties related to the Mortgage Loans (by outstanding principal balance as of the Cut-off
Date) are secured by the owner's second or vacation residence. Approximately 2.90% of the Mortgaged
Properties related to the Mortgage Loans (by outstanding principal balance as of the Cut-off Date) are
secured by a non-owner occupied residence.
(xxiii) Approximately 77.85% and 81.79% of the Mortgaged Properties related to the Group I Loans and the Group
II Loans, respectively (in each case by outstanding principal balance as of the Cut-off Date), are secured by
detached one-family dwelling units. Approximately 5.06% and 3.86% of the Mortgaged Properties related to the
Group I Loans and the Group II Loans, respectively (in each case by outstanding principal balance as of the
Cut-off Date), are secured by two- to four-family dwelling units.
(xxiv) The average outstanding principal balance of the Group I Loans at origination was approximately
$151,013. The average outstanding principal balance of the Group II Loans at origination was approximately
$175,978. No Group I Loan or Group II Loan at origination had a principal balance of less than $14,300 and
$45,000 or more than $845,000 and $416,000, respectively.
(xxv) As of the Cut-off Date, all Mortgage Rate adjustments on the Mortgage Loans that have reached an
Adjustment Date have been done in accordance with the terms of the related Mortgage Note.
(xxvi) 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.
(xxvii) Except as otherwise specifically set forth herein, 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 RFC or by any other entity involved in
originating or servicing a Mortgage Loan.
(xxviii) Each Mortgage Loan constitutes a "qualified mortgage" under Section 860G(a)(3)(A) of the Code
and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the
provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any
other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its
failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9).
(xxix) No more than 68.04% of the Group I Loans have been classified by RFC as Credit Grade A4, no more than
7.92% of any Group I Loans have been classified by RFC as Credit Grade AX Mortgage Loans, no more than 10.75%
of the Group I Loans have been classified by RFC as Credit Grade AM Mortgage Loans, no more than 7.04% of the
Group I Loans have been classified by RFC as Credit Grade B Mortgage Loans, no more than 3.43% of the Group I
Loans have been classified by RFC as Credit Grade C Mortgage Loans and no more than 2.82% of the Group I
Loans have been classified by RFC as Credit Grade CM Mortgage Loans, in each case as described generally in
the Prospectus Supplement.
(xxx) No more than 59.85% of the Group II Loans have been classified by RFC as Credit Grade A4, no more than
8.55% of any Group II Loans have been classified by RFC as Credit Grade AX Mortgage Loans, no more than
11.85% of the Group II Loans have been classified by RFC as Credit Grade AM Mortgage Loans, no more than 9.86%
of the Group II Loans have been classified by RFC as Credit Grade B Mortgage Loans, no more than 5.74% of the
Group II Loans have been classified by RFC as Credit Grade C Mortgage Loans and no more than 4.16% of the
Group II Loans have been classified by RFC as Credit Grade CM Mortgage Loans, in each case as described
generally in the Prospectus Supplement.
(xxxi) No Mortgage Loan is a graduated payment loan or has a shared appreciation or contingent interest
feature.
(xxxii) 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.
(xxxiii) No Mortgage Loan provides for deferred interest or negative amortization.
(xxxiv) None of the Mortgage Loans are buy-down Mortgage Loans.
(xxxv) Each Mortgaged Property is a single parcel of real estate with a one- to four-unit single family
residence thereon, a condominium unit, a manufactured housing unit, a unit in a townhouse, a planned unit
development, a leasehold or a modular home; and no Mortgage Property consists of a mobile home or a
manufactured housing unit that is not permanently affixed to its foundation.
(xxxvi) No more than approximately 31.56% and 37.48% of the Group I Loans and Group II Loans, respectively (by
outstanding principal balance as of the Cut-off Date), were made to Mortgagors with credit scores as
described generally in the Prospectus Supplement of less than 600 excluding Mortgagors whose credit scores
are not available to RFC. The weighted average of the credit scores for the Group I Loans and the Group II
Loans for which Credit Scores are available to RFC was approximately 624 and 615, respectively, as of the
Cut-off Date.
(xxxvii) 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.
(xxxviii) The weighted average remaining term to stated maturity of the Group I Loans and the Group II
Loans, respectively, as of the cut-off date will be approximately 354 and 358 months. The weighted average
original term to maturity of the Group I Loans and the Group II Loans, respectively, as of the cut-off date
will be approximately 356 and 359 months.
(xxxix) None of the Mortgage Loans are subject to the Home Ownership and Equity Protection Act of 1994
("HOEPA").
(xl) 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.
(xli) None of the proceeds of any Mortgage Loan were used to finance the purchase of single premium credit
insurance policies.
(xlii) No Group I Loan has a prepayment penalty term that extends beyond five years after the date of
origination and none of the Group II Loan has a prepayment penalty term that extends beyond three years.
(xliii) Approximately 1.8% of the Group I Loans and 0.7% of the Group II Loans are Balloon Mortgage Loans.
(xliv) None of the Mortgage Loans are loans that, under applicable state or local law in effect at the time
of origination of such Mortgage 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.
(xlv) The information set forth in the prepayment charge schedule attached hereto as Exhibit A (the
"Prepayment Charge Schedule") is complete, true and correct in all material respects as of the Cut off Date,
and each prepayment charge set forth on the Prepayment Charge Schedule ("Prepayment Charge") is enforceable
and was originated in compliance with all applicable federal, state and local laws.
(xlvi) 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.
(xlvii) 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..
(xlviii) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms are defined
in the current Appendix E of the Standard & Poor's Glossary For File Format For LEVELS(R)Version 5.6(d)
(attached hereto as Exhibit B); provided that no representation and warranty is made in this clause (xlix)
with respect to 0.4% and 0.4% of the Group I Loans and Group II Loans (in each case by outstanding principal
balance as of the Cut-off Date), respectively, secured by property located in the State of Kansas or with
respect to 0.1% and 0.2% of the Group I Loans and the Group II Loans (in each case by outstanding principal
balance as of the Cut-off Date), respectively, secured by property located in the State of 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), unless the Company shall have received from S&P written confirmation that the
inclusion of any such Mortgage Loan will not adversely affect the then current ratings assigned to any of the
Certificates by S&P
(xlix) Each Group I Loan and Group II Loan listed on the attached Exhibit C has an original term to maturity
of 360 months and an original amortization term of 480 months.
(l) The principal balance at origination for each Group II Mortgage Loan that is secured by a single
family property located in any state other than the States of Hawaii or Alaska did not exceed $417,000. The
principal balance at origination for each Group II Mortgage Loan that is secured by a single family property
located in the States of Hawaii or Alaska or the Territories of Guam or the Virgin Islands did not exceed
$625,500. The principal balance at origination for each Group II Mortgage Loan that is secured by a two-,
three- or four-family property located in any state other than the States of Hawaii or Alaska did not exceed
$533,850, $645,300 or $801,950, respectively. The principal balance at origination for each Group II
Mortgage Loan that is secured by a two-, three- or four-family property located in the States of Hawaii or
Alaska or the Territories of Guam or the Virgin Islands did not exceed $800,775, $967,950 and $1,202,925,
respectively; and
(li) With respect to any Group II Loan originated on or after August 1, 2004, neither the related Mortgage
nor the related Mortgage Note requires the borrower to submit to arbitration to resolve any dispute arising
out of or relating in any way to the Group II Loan transaction.
(lii) With respect to any Group II Loan that contains a provision permitting imposition of a premium upon a
prepayment prior to maturity: (a) prior to origination, the borrower agreed to such premium in exchange for
a monetary benefit, including but not limited to a rate or fee reduction; (b) prior origination, the borrower
was offered the option of obtaining a mortgage loan that did not require payment of such a premium; (c) the
prepayment premium is adequately disclosed to the borrower pursuant to applicable state and federal law; and
(d) notwithstanding any state or federal law to the contrary, the RFC shall not impose such prepayment premium
in any instance when the Group II Loan is accelerated or paid off in connection with the workout of a
delinquent mortgage or due to the borrower's default.
(liii) With respect to the Group II Loans, the originator offered the borrower mortgage loan products offered
by such originator, or any affiliate of such originator, for which the borrower qualified.
(liv) With respect to the Group II Loans, the methodology used in underwriting the extension of credit for
each Group II Loan employs objective mathematical principles which relate the borrower's income, assets and
liabilities to the proposed payment and such underwriting methodology does not rely on the extent of the
borrower's equity in the collateral as the principal determining factor in approving such credit extension.
Such underwriting methodology confirmed that at the time of origination (application/approval) the borrower
had the reasonable ability to make timely payments on the mortgage loan.
(lv) With respect to the Group II Loans, no borrower under a Group II Loan was charged "points and fees" in
an amount greater than (a) $1,000 or (b) 5% of the principal amount of such Group II Loan, whichever is
greater. For purposes of this representation, "points and fees" (x) include origination, underwriting,
broker and finder's fees and charges that the lender imposed as a condition of making the Group II Loan,
whether they are paid to the lender or a third party; and (y) exclude bona fide discount points, fees paid
for actual services rendered in connection with the origination of the mortgage (such as attorneys' fees,
notaries fees and fees paid for property appraisals, credit reports, surveys, title examinations and
extracts, flood and tax certifications, and home inspections); the cost of mortgage insurance or credit-risk
price adjustments; the costs of title, hazard, and flood insurance policies; state and local transfer taxes
or fees; escrow deposits for the future payment of taxes and insurance premiums; and other miscellaneous fees
and charges that, in total, do not exceed 0.25 percent of the loan amount.
(lvi) With respect to the Group II Loans, all points, fees and charges (including finance charges), whether
or not financed, assessed, collected or to be collected in connection with the origination and servicing of
each Group II Loan, have been disclosed in writing to the borrower in accordance with applicable state and
federal law and regulation.
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, the Certificate Insurer 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. Notwithstanding the foregoing, it is understood by the parties hereto that a breach
of the representations and warranties made in any of clause (xxxix), (xl), (xli), (xlii), (xlviii), (l) and
(li) of this Section 4 with respect to any Group II Loan will be deemed to materially and adversely affect
the interests of the Holders of the Certificates in the related Mortgage Loan. Notwithstanding the
foregoing, RFC shall not be required to cure breaches, Repurchase Events or purchase or substitute for
Mortgage Loans as provided above if the substance of such breach or Repurchase Event also constitutes fraud
in the origination of the Mortgage Loan. If the breach of representation and warranty that gave rise to the
obligation to repurchase or substitute a Mortgage Loan pursuant to this Section 4 was the representation set
forth in clause (xlvii) 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 the Mortgage Loans, a repurchase event ("Repurchase Event") shall have occurred if it
is discovered that, as of the date hereof, the related Mortgage Loan was not a valid first lien or junior
lien in the case of a Junior Lien Loan 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.
6. Concurrently with the execution and delivery hereof, RFC hereby assigns to the Company, and the
Company hereby assumes, all of RFC's rights and obligations under the Seller Contracts with respect to the
Mortgage Loans to be serviced under the Pooling and Servicing Agreement, insofar as such rights and
obligations relate to (a) any representations and warranties regarding a Mortgage Loan made by a Seller under
any Seller Contract and any remedies available under the Seller Contract for a breach of any such
representations and warranties if (i) the substance of such breach also constitutes fraud in the origination
of the Mortgage Loan or (ii) the representation and warranty relates to the absence of toxic materials or
other environmental hazards that could affect the Mortgaged Property, or (b) the Seller's obligation to
deliver to RFC the documents required to be contained in the Mortgage File and any rights and remedies
available to RFC under the Seller Contract in respect of such obligation or in the event of a breach of such
obligation; provided that, notwithstanding the assignment and assumption hereunder, RFC shall have the
concurrent right to exercise remedies and pursue indemnification upon a breach by a Seller under any Seller
Contract of any of its representations and warranties. If the Company or RFC asserts that it is not required
to cure breaches or to purchase or substitute for Mortgage Loans under the Pooling and Servicing Agreement
because the substance of the breach also constitutes fraud in the origination of any Mortgage Loan, then the
substance of the related breach shall automatically be deemed to constitute fraud in the origination of a
Mortgage Loan for purposes of clause (a)(i) of this Section 6.
7. 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.
8. 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.
9. 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.
[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:________________________________
Name:
Title:
RESIDENTIAL ASSET SECURITIES CORPORATION
By:________________________________
Name:
Title:
EXHIBIT A
Prepayment Charge Schedule
[SEE ATTACHMENT]
EXHIBIT B
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 Category under
Applicable
Anti-Predatory Lending
Law/Effective Date Law
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Arkansas Arkansas Home Loan Protection Act, High Cost Home Loan
Ark. Code Xxx.ss.ss.00-00-000 et seq.
Effective July 16, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Code Covered Loan
ss.ss.757.01 et seq.
Effective June 2, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Colorado Consumer Equity Protection, Colo. Covered Loan
Stat. Xxx.ss.ss.5-3.5-101 et seq.
Effective for covered loans offered or
entered into on or after February 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 February 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
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 February 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
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Oklahoma Consumer Credit Code (codified in Subsection 10 Mortgage
various sections of Title 14A)
Effective July 1, 2000; amended
effective February 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
February 1, 2004
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
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 February 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
February 1, 2004
---------------------------- ---------------------------------------- --------------------------
EXHIBIT C
Schedule of Balloon Loans
[SEE ATTACHMENT]
