EXECUTION COPY
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of February 22, 2007, between
Residential Funding Company, LLC, a Delaware limited liability company ("RFC") and
Residential Asset Mortgage Products, Inc., a Delaware corporation (the "Company").
Recitals
A. RFC has entered into seller contracts ("Seller Contracts") with the seller/servicers
pursuant to which such seller/servicers sell mortgage loans to RFC.
B. The Company wishes to purchase from RFC certain Mortgage Loans (as hereinafter
defined) originated pursuant to the Seller Contracts.
C. The Company, RFC, as master servicer, and LaSalle Bank National Association, as
trustee (the "Trustee"), are entering into a Pooling and Servicing Agreement dated as of
February 1, 2006 (the "Pooling and Servicing Agreement"), pursuant to which the Trust will
issue Mortgage Asset-Backed Pass-Through Certificates, Series 2007-RZ1 (the "Certificates")
consisting of fifteen classes designated as Class A-1, Class X-0, Xxxxx X-0, Class M-1S,
Class M-2S, Class M-3S, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
Class M-10, Class B, Class SB, Class R, representing beneficial ownership interests in a
trust fund consisting primarily of a pool of fixed and adjustable rate one- to four-family
mortgage loans identified on Exhibit F to the Pooling and Servicing Agreement (the "Mortgage
Loans").
D. In connection with the purchase of the Mortgage Loans, the Company will assign to RFC
a de minimis portion of the Class R Certificates (the "Retained Certificates").
E. In connection with the purchase of the Mortgage Loans and the issuance of the
Certificates, RFC wishes to make certain representations and warranties to the Company.
F. The Company and RFC intend that the conveyance by RFC to the Company of all its
right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a purchase and sale and not a loan.
NOW THEREFORE, in consideration of the recitals and the mutual promises herein and
other good and valuable consideration, the parties agree as follows:
1. All capitalized terms used but not defined herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.
2. Concurrently with the execution and delivery hereof, RFC hereby assigns to the
Company without recourse all of its right, title and interest in and to the Mortgage Loans,
including all interest and principal received on or with respect to the Mortgage Loans after
the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans in
the month of the Cut-off Date). In consideration of such assignment, RFC will receive from
the Company, in immediately available funds, an amount equal to $340,619,141.37, including
accrued interest, and the Retained Certificates. In connection with such assignment and at
the Company's direction, RFC has in respect of each Mortgage Loan endorsed the related
Mortgage Note (other than any Destroyed Mortgage Note, as defined in the following sentence)
to the order of the Trustee and delivered an assignment of mortgage in recordable form to
the Trustee or its agent. A Destroyed Mortgage Note means a Mortgage Note the original of
which was permanently lost or destroyed.
The Company and RFC intend that the conveyance by RFC to the Company of all
its right, title and interest in and to the Mortgage Loans pursuant to this Section 2 shall
be, and be construed as, a sale of the Mortgage Loans by RFC to the Company. It is,
further, not intended that such conveyance be deemed to be a pledge of the Mortgage Loans by
RFC to the Company to secure a debt or other obligation of RFC. Nonetheless, (a) this
Agreement is intended to be and hereby is deemed to be a security agreement within the
meaning of Articles 8 and 9 of the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in
this Section shall be deemed to be a grant by RFC to the Company of a security interest in
all of RFC's right (including the power to convey title thereto), title and interest,
whether now owned or hereafter acquired, in and to (A) the Mortgage Loans, including the
Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the
related Mortgage Files, (B) all amounts payable pursuant to the Mortgage Loans in accordance
with the terms thereof and (C) any and all general intangibles consisting of, arising from
or relating to any of the foregoing, and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other property,
including, without limitation, all amounts from time to time held or invested in the
Certificate Account or the Custodial Account, whether in the form of cash, instruments,
securities or other property; (c) the possession by the Trustee, the Custodian or any other
agent of the Trustee of Mortgage Notes or such other items of property as constitute
instruments, money, payment intangibles, negotiable documents, goods, deposit accounts,
letters of credit, advices of credit, investment property, certificated securities or
chattel paper shall be deemed to be "possession by the secured party", or possession by a
purchaser or a person designated by such secured party, for purposes of perfecting the
security interest pursuant to the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction (including, without limitation,
Sections 8-106, 9-313 and 9-106 thereof); and (d) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law. RFC shall, to the extent
consistent with this Agreement, take such reasonable actions as may be necessary to ensure
that, if this Agreement were deemed to create a security interest in the Mortgage Loans and
the other property described above, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained as such
throughout the term of this Agreement. Without limiting the generality of the foregoing, RFC
shall prepare and deliver to the Company not less than 15 days prior to any filing date, and
the Company shall file, or shall cause to be filed, at the expense of RFC, all filings
necessary to maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the Company's security interest
in or lien on the Mortgage Loans including without limitation (x) continuation statements,
and (y) such other statements as may be occasioned by (1) any change of name of RFC or the
Company, (2) any change of location of the place of business, state of formation or the
chief executive office of RFC, or (3) any transfer of any interest of RFC in any Mortgage
Loan.
3. Concurrently with the execution and delivery hereof, the Company hereby assigns to
RFC without recourse all of its right, title and interest in and to the Retained
Certificates as part of the consideration payable to RFC by the Company pursuant to this
Agreement.
4. RFC represents and warrants to the Company, with respect to each Mortgage Loan that
on the date of execution hereof (or, if otherwise specified below, as of the date so
specified and provided that all percentages of the Mortgage Loans described in this Section
4 are approximate percentages by outstanding principal balance determined as of the Cut-off
Date after deducting payments due during the month of the Cut-off Date):
(a) The information set forth in the Mortgage Loan Schedule for such Mortgage Loans is
true and correct in all material respects as of the date or dates respecting which
such information is furnished;
(b) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of
the Code and Treasury Regulations Section 1.860G-2(a)(1);
(c) Immediately prior to the conveyance of the Mortgage Loans to the Company, RFC had
good title to, and was the sole owner of, each Mortgage Loan free and clear of any
pledge, lien, encumbrance or security interest (other than rights to servicing and
related compensation) and such conveyance validly transfers ownership of the Mortgage
Loans to the Company free and clear of any pledge, lien, encumbrance or security
interest;
(d) Each Mortgage Note constitutes a legal, valid and binding obligation of the Mortgagor
enforceable in accordance with its terms except as limited by bankruptcy, insolvency
or other similar laws affecting generally the enforcement of creditors' rights;
(e) Except as otherwise specifically set forth herein, 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) None of the Mortgage Loans are 30 days or more delinquent in payment of principal and
interest;
(g) None of the mortgage loans have been a maximum of 30 or more days delinquent in the
last 24 months;
(h) None of the Mortgage Loans are buydown Mortgage Loans;
(i) To the best of RFC's knowledge, there is no delinquent tax or assessment lien against
any related Mortgaged Property;
(j) No Mortgagor has any valid right of offset, defense or counterclaim as to the related
Mortgage Note or Mortgage, except as may be provided under the Relief Act;
(k) No Mortgage Loan provides for payments that are subject to reduction by withholding
taxes levied by any foreign (non-United States) sovereign government;
(l) (1) The proceeds of each Mortgage Loan have been fully disbursed and (2) to the best
of Seller's knowledge, there is no requirement for future advances thereunder and any
and all requirements as to completion of any on-site or off-site improvements and as
to disbursements of any escrow funds therefor (including any escrow funds held to
make Monthly Payments pending completion of such improvements) have been complied
with. All costs, fees and expenses incurred in making, closing or recording the
Mortgage Loans were paid;
(m) 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;
(n) 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;
(o) 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;
(p) 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;
(q) 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;
(r) 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);
(s) With respect to each Mortgage Loan, any appraisal made in connection with the
origination of the Mortgage Loan was made by an appraiser who meets the minimum
qualifications for appraisers as specified in the Program Guide;
(t) Each Mortgage Loan is covered by a standard hazard insurance policy;
(u) 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;
(v) 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;
(w) None of the Mortgage Loans are secured by a leasehold estate. In connection with any
Mortgage Loan secured by a leasehold interest, with respect to each leasehold
interest: the use of leasehold estates for residential properties is an accepted
practice in the area where the related Mortgaged Property is located; residential
property in such area consisting of leasehold estates is readily marketable; the
lease is recorded and no party is in any way in breach of any provision of such
lease; the leasehold is in full force and effect and is not subject to any prior lien
or encumbrance by which the leasehold could be terminated or subject to any charge or
penalty; and the remaining term of the lease does not terminate less than ten years
after the maturity date of such Mortgage Loan;
(x) Each Mortgage Loan and prepayment penalty associated with the Mortgage Loan at
origination complied in all material respects with applicable local, state and
federal laws, including, without limitation, usury, equal credit opportunity, real
estate settlement procedures, truth-in-lending and disclosure laws, and the
consummation of the transactions contemplated hereby will not involve the violation
of any such laws;
(y) None of the Mortgage Loans are subject to the Home Ownership and Equity Protection
Act of 1994. None of the Mortgage Loans are loans that, under applicable state or
local law in effect at the time of origination of the loan, are referred to as (1)
"high cost" or "covered" loans or (2) any other similar designation if the law
imposes greater restrictions or additional legal liability for residential mortgage
loans with high interest rates, points and/or fees;
(z) 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;
(aa) None of the proceeds of any Mortgage Loan were used to finance the purchase of single
premium credit insurance policies;
(bb) 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 (aa) with respect to any Mortgage
Loan secured by a Mortgaged Property located in the States of Kansas or West
Virginia; and provided further that no Qualified Substitute Mortgage Loan shall be a
High Cost Loan or Covered Loan (as such terms are defined in Appendix E of the
Standard & Poor's Glossary For File Format For LEVELS(R)in effect on the date of
substitution, with such exceptions thereto as the Company and Standard & Poor's may
reasonably agree);
(cc) No Mortgaged Property consists of a mobile home or a manufactured housing unit that
is not permanently affixed to its foundation;
(dd) The proceeds of the Mortgage Loan have been fully disbursed, there is no requirement
for future advances thereunder;
(ee) 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;
(ff) No Mortgage Loan has a prepayment penalty term that extends beyond five years after
the date of origination;
(gg) No Mortgage Loan provides for deferred interest or negative amortization;
(hh) Each Mortgage Loan listed on the attached Exhibit B has an original term to maturity
of 360 months and an original amortization term of 480 months; and
(ii) The information set forth in the prepayment charge schedule attached hereto as
Exhibit C (the "Prepayment Charge Schedule") is complete, true and correct in all
material respects at the date or dates on which such information is furnished, and
each prepayment penalty is permissible and enforceable in accordance with the terms
disclosed in the Prepayment Charge Schedule upon the mortgagor's full and voluntary
principal prepayment under applicable law, except to the extent that: (1) the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors' rights; (2) the
collectability thereof may be limited due to acceleration in connection with a
foreclosure or other involuntary prepayment; or (3) subsequent changes in applicable
law may limit or prohibit enforceability thereof under applicable law.
Upon discovery by RFC or upon notice from the Company or the Trustee of a breach of
the foregoing representations and warranties in respect of any Mortgage Loan, or upon the
occurrence of a Repurchase Event as described in Section 5 below, which materially and
adversely affects the interests of any holders of the Certificates or the Company in such
Mortgage Loan (notice of which breach or occurrence shall be given to the Company by RFC, if
it discovers the same), RFC shall, within 90 days after the earlier of its discovery or
receipt of notice thereof, either cure such breach or Repurchase Event in all material
respects or, except as otherwise provided in Section 2.04 of the Pooling and Servicing
Agreement, either (i) purchase such Mortgage Loan from the Trustee or the Company, as the
case may be, at a price equal to the Purchase Price for such Mortgage Loan or (ii)
substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan in the
manner and subject to the limitations set forth in Section 2.04 of the Pooling and Servicing
Agreement. If the breach of representation and warranty that gave rise to the obligation to
repurchase or substitute a Mortgage Loan pursuant to this Section 4 was the representation
set forth in clause (x) of this Section 4, then RFC shall pay to the Trust Fund,
concurrently with and in addition to the remedies provided in the preceding sentence, an
amount equal to any liability, penalty or expense that was actually incurred and paid out of
or on behalf of the Trust Fund, and that directly resulted from such breach, or if incurred
and paid by the Trust Fund thereafter, concurrently with such payment.
5. With respect to each Mortgage Loan, a repurchase event ("Repurchase Event") shall
have occurred if it is discovered that, as of the date hereof, the related Mortgage was not
a valid first lien on the related Mortgaged Property subject only to (i) the lien of real
property taxes and assessments not yet due and payable, (ii) covenants, conditions, and
restrictions, rights of way, easements and other matters of public record as of the date of
recording of such Mortgage and such other permissible title exceptions as are listed in the
Program Guide and (iii) other matters to which like properties are commonly subject which do
not materially adversely affect the value, use, enjoyment or marketability of the Mortgaged
Property. In addition, with respect to any Mortgage Loan as to which the Company delivers
to the Trustee or the Custodian an affidavit certifying that the original Mortgage Note has
been lost or destroyed, if such Mortgage Loan subsequently is in default and the enforcement
thereof or of the related Mortgage is materially adversely affected by the absence of the
original Mortgage Note, a Repurchase Event shall be deemed to have occurred and RFC will be
obligated to repurchase or substitute for such Mortgage Loan in the manner set forth in
Section 4 above.
6. RFC hereby represents and warrants to the Company that with respect to each Mortgage
Loan, the REMIC's tax basis in each Mortgage Loan as of the Closing Date is equal to or
greater than 100% of the Stated Principal Balance thereof.
7. This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns, and no other person shall have any right or
obligation hereunder.
8. RFC, as master servicer under the Pooling and Servicing Agreement (the "Master
Servicer"), shall not waive (or permit a sub-servicer to waive) any prepayment charge on a
Mortgage Loan (a "Prepayment Charge") unless: (i) the enforceability thereof shall have been
limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating
to creditors' rights generally, (ii) the enforcement thereof is illegal, or any local, state
or federal agency has threatened legal action if the Prepayment Charge is enforced, (iii)
the collectability thereof shall have been limited due to acceleration in connection with a
foreclosure or other involuntary payment or (iv) such waiver is standard and customary in
servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable
default and would, in the reasonable judgment of the Master Servicer, maximize recovery of
total proceeds taking into account the value of such Prepayment Charge and the related
Mortgage Loan. In no event will the Master Servicer waive a Prepayment Charge in connection
with a refinancing of a Mortgage Loan that is not related to a default or a reasonably
foreseeable default. If a Prepayment Charge is waived, but does not meet the standards
described above, then the Master Servicer is required to pay the amount of such waived
Prepayment Charge to the holder of the Class SB Certificates at the time that the amount
prepaid on the related Mortgage Loan is required to be deposited into the Custodial Account.
Notwithstanding any other provisions of this Agreement, any payments made by the Master
Servicer in respect of any waived Prepayment Charges pursuant to this Section shall be
deemed to be paid outside of the Trust Fund and not part of any REMIC.
9. In the event that the Monthly Payment due on any Mortgage Loan during the month of
the Closing Date or the first Monthly Payment due on any Mortgage Loan after the Closing
Date has not been received by the Master Servicer or the related Subservicer within 45 days
of the related Due Date for such Monthly Payment on such Mortgage Loan, RFC shall repurchase
such Mortgage Loan at the related Purchase Price in the manner and subject to the
limitations set forth in Section 2.04 of the Pooling and Servicing Agreement, in either case
within 60 days of written notice from Banc of America Securities LLC. Notwithstanding the
foregoing, Residential Funding shall not have the obligation to repurchase a Mortgage Loan
in accordance with this Section 9 unless RFC has received written notice from Banc of
America Securities LLC of such breach of such covenant for such Mortgage Loan within 150
days of the Closing Date. For purposes of this Section 9, any Monthly Payment on a Mortgage
Loan received by a prior servicer before the servicing of such Mortgage Loan has been
transferred to the Master Servicer or the related Subservicer or any Monthly Payment that
was received but misapplied by the Master Servicer or the related Subservicer shall be
deemed to be received by the Master Servicer or the related Subservicer as of the date of
receipt by such prior servicer, the Master Servicer or the Subservicer, as applicable.
[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 COMPANY, LLC
By:_________________________________
Name:
Title:
RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
By: ________________________________
Name:
Title:
EXHIBIT A
APPENDIX E OF THE STANDARD & POOR'S GLOSSARY FOR
FILE FORMAT FOR LEVELS(R)VERSION 5.7
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
------------------------------------- ------------------------------------------------------ ------------------------------------
CATEGORY UNDER
NAME OF ANTI-PREDATORY LENDING APPLICABLE ANTI-
STATE/JURISDICTION LAW/EFFECTIVE DATE PREDATORY LENDING 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. Covered Loan
Codess.ss.757.01 et seq.
Effective June 2, 2003
------------------------------------- ------------------------------------------------------ ------------------------------------
------------------------------------- ------------------------------------------------------ ------------------------------------
Colorado Consumer Equity Protection, Colo. Stat. Covered Loan
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 High Cost Home Loan
Lending Practices Act, Conn. Gen. Stat.
ss.ss.36a-746 et seq.
Effective October 1, 2001
------------------------------------- ------------------------------------------------------ ------------------------------------
------------------------------------- ------------------------------------------------------ ------------------------------------
District of Columbia Home Loan Protection Act, D.C. Code Covered Loan
ss.ss.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 Georgia Fair Lending Act, Ga. Code High Cost Home Loan
(Mar. 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 Indiana Home Loan Practices Act, Ind. Code Xxx.xx.xx. High Cost Home Loans
24-9-1-1 et seq.
Effective January 1, 2005; amended by 2005 HB 1179,
effective July 1, 2005
------------------------------------- ------------------------------------------------------ ------------------------------------
------------------------------------- ------------------------------------------------------ ------------------------------------
Kansas Consumer Credit Code, Kan. Stat. Xxx. High Loan to Value Consumer Loan
ss.ss.16a-1-101 et seq. (id.ss.16a-3-207) and;
Sections 16a-1-301 and 16a-3-207 became effective
April 14, 1999;
Section 16a-3-308a became effective July 1, 1999
------------------------------------- ------------------------------------------------------ ------------------------------------
------------------------------------- ------------------------------------------------------ ------------------------------------
High APR Consumer Loan (xx.xx.
16a-3-308a)
------------------------------------- ------------------------------------------------------ ------------------------------------
------------------------------------- ------------------------------------------------------ ------------------------------------
Kentucky 2003 KY H.B. 287 - High Cost Home High Cost Home Loan
Loan Act, Ky. Rev. Stat.ss.ss.360.100 et seq.
Effective June 24, 2003
------------------------------------- ------------------------------------------------------ ------------------------------------
------------------------------------- ------------------------------------------------------ ------------------------------------
Maine Truth in Lending, Me. Rev. Stat. tit. 9- High Rate High Fee Mortgage
A,ss.ss.8-101 et seq.
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 High Cost Home Loan
Act 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 6-1 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. Stat.ss.ss.24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003
(adding open-end lines of credit)
------------------------------------- ------------------------------------------------------ ------------------------------------
------------------------------------- ------------------------------------------------------ ------------------------------------
Ohio H.B. 386 (codified in various sections of the Ohio Covered Loan
Code), Ohio Rev. Code Xxx.ss.ss.1349.25 et seq.
Effective May 24, 2002
------------------------------------- ------------------------------------------------------ ------------------------------------
------------------------------------- ------------------------------------------------------ ------------------------------------
Oklahoma Consumer Credit Code (codified in various sections Subsection 10 Mortgage
of Title 14A)
Effective July 1, 2000; amended effective January 1,
2004
------------------------------------- ------------------------------------------------------ ------------------------------------
------------------------------------- ------------------------------------------------------ ------------------------------------
South Carolina South Carolina High Cost and High Cost Home Loan
Consumer Home Loans Act, S.C. Code
Xxx.ss.ss.37-23-10 et seq.
Effective for loans taken on or after January 1, 2004
------------------------------------- ------------------------------------------------------ ------------------------------------
------------------------------------- ------------------------------------------------------ ------------------------------------
West Virginia West Virginia Residential Mortgage Lender, Broker West Virginia Mortgage Loan Act
and Servicer Act, W. 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-
LAW/EFFECTIVE DATE PREDATORY LENDING 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 Covered Home Loan
Act 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-
LAW/EFFECTIVE DATE PREDATORY LENDING 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 Home Loan
Act 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. Xxxx.xx.xx. Home Loan
58-21A-1 et seq.
Effective as of January 1, 2004; Revised as of
February 26, 2004
------------------------------------- ------------------------------------------------------ ------------------------------------
------------------------------------- ------------------------------------------------------ ------------------------------------
North Carolina Restrictions and Limitations on High Cost Home Consumer Home Loan
Loans, N.C. Gen. 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 Home Loans Consumer Home Loan
Act, S.C. Code Xxx.ss.ss.37-23-10 et seq.
Effective for loans taken on or after January 1, 2004
------------------------------------- ------------------------------------------------------ ------------------------------------
EXHIBIT B
LIST OF MORTGAGE LOANS WITH ORIGINAL TERM TO MATURITY
OF 360 MONTHS AND AN ORIGINAL AMORTIZATION TERM OF 480 MONTHS
[SEE ATTACHMENT]
EXHIBIT C
PREPAYMENT CHARGE SCHEDULE
[SEE ATTACHMENT]
