RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.
as Purchaser,
and
RESIDENTIAL FUNDING COMPANY, LLC
as Seller
________________
HOME LOAN PURCHASE AGREEMENT
Dated as of March 1, 2007
________________
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS................................................................................1
Section 1.1. Definitions.......................................................................1
ARTICLE II SALE OF HOME LOANS AND RELATED PROVISIONS..................................................2
Section 2.1. Sale of Home Loans................................................................2
Section 2.2. Payment of Purchase Price.........................................................4
ARTICLE III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH........................................5
Section 3.1. Seller Representations and Warranties.............................................5
ARTICLE IV SELLER'S COVENANTS........................................................................12
Section 4.1. Covenants of the Seller..........................................................12
ARTICLE V SERVICING.................................................................................12
Section 5.1. Servicing........................................................................12
ARTICLE VI LIMITATION ON LIABILITY OF THE SELLER.....................................................12
Section 6.1. Limitation on Liability of the Seller............................................12
ARTICLE VII TERMINATION...............................................................................12
Section 7.1. Termination......................................................................12
ARTICLE VIII MISCELLANEOUS PROVISIONS..................................................................13
Section 8.1. Amendment........................................................................13
Section 8.2. GOVERNING LAW....................................................................13
Section 8.3. Notices..........................................................................13
Section 8.4. Severability of Provisions.......................................................13
Section 8.5. Relationship of Parties..........................................................14
Section 8.6. Counterparts.....................................................................14
Section 8.7. Further Agreements...............................................................14
Section 8.8. Intention of the Parties.........................................................14
Section 8.9. Successors and Assigns; Assignment of This Agreement.............................14
Section 8.10. Survival.........................................................................15
Exhibit A Home Loan Schedule
Exhibit B Standard & Poor's Glossary For File Format For LEVELS(R)Version 5.7 Revised
This HOME LOAN PURCHASE AGREEMENT (this "Agreement" or "Home Loan Purchase Agreement"), dated as of
March 1, 2007, is made between Residential Funding Company, LLC (the "Seller") and Residential Funding Mortgage
Securities II, Inc. (the "Purchaser").
W I T N E S S E T H :
WHEREAS, the Seller owns Home Loans and the Related Documents for the Home Loans indicated on the Home
Loan Schedule attached as Exhibit A hereto (collectively, the "Home Loans"), including rights to (a) any property
acquired by foreclosure or deed in lieu of foreclosure or otherwise, and (b) the proceeds of any insurance
policies covering the Home Loans;
WHEREAS, the parties hereto desire that the Seller sell the Home Loans to the Purchaser pursuant to the
terms of this Agreement together with the Related Documents on the Closing Date;
WHEREAS, pursuant to the terms of the Trust Agreement, the Purchaser will sell the Home Loans to the
Issuer in exchange for the Securities;
WHEREAS, pursuant to the terms of the Trust Agreement, the Issuer will issue and transfer to or at the
direction of the Depositor, the Certificates;
WHEREAS, pursuant to the terms of the Indenture, the Issuer will issue and transfer to or at the
direction of the Depositor, the Notes; and
WHEREAS, pursuant to the terms of the Servicing Agreement, the Master Servicer will service the Home
Loans directly or through one or more Subservicers.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. For all purposes of this Home Loan Purchase Agreement, except as otherwise
expressly provided herein or unless the context otherwise requires, capitalized terms not otherwise defined
herein shall have the meanings assigned to such terms in the Definitions contained in Appendix A to the
Indenture, dated March 30, 2007 (the "Indenture"), between Home Loan Trust 2007-HI1, as issuer, and LaSalle Bank
National Association, as indenture trustee, which is incorporated by reference herein. All other capitalized
terms used herein shall have the meanings specified herein.
ARTICLE II
SALE OF HOME LOANS AND RELATED PROVISIONS
Section 2.1. Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does
hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title
and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing
thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured
a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the
Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such
conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date,
subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2.
(b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the
Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to
this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for
each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the
Home Loan Schedule, shall be marked as Exhibit A to this Agreement and are hereby incorporated into and made a
part of this Agreement.
(c) On or before the Closing Date, in connection with such conveyance by the Seller, the Seller shall on
behalf of the Purchaser (1) with respect to each Home Loan, deliver to the Master Servicer (or an Affiliate of
the Master Servicer)each of the documents or instruments described in clause (ii) below (and the Master Servicer
shall hold (or cause such Affiliate to hold) such documents or instruments in trust for the use and benefit of
the Noteholders), (2) with respect to each MOM Loan, deliver to and deposit with the Custodian, the documents or
instruments described in clauses (i) and (v) below, (3) with respect to each Home Loan that is not a MOM Loan but
is registered on the MERS(R)System, deliver to and deposit with the Custodian, the documents or instruments
described in clauses (i), (iv) and (v) below and (4) with respect to each Home Loan that is not a MOM Loan and is
not registered on the MERS(R)System, deliver to and deposit with the Custodian, the documents or instruments
described in clauses (i), (iii), (iv) and (v) below.
(i) The original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken
chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home
Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been
replaced, a Lost Note Affidavit from the related seller or Residential Funding Company, LLC stating the
original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note.
(ii) The original Mortgage, noting the presence of the MIN of the Home Loan and language indicating that the
Home Loan is a MOM Loan if the Home Loan is a MOM Loan, with evidence of recording indicated thereon,
or, if the original Mortgage has not yet been returned from the public recording office, a copy of the
original Mortgage with evidence of recording indicated thereon.
(iii) The assignment (which may be included in one or more blanket assignments if permitted by applicable law)
of the Mortgage recorded to "LaSalle Bank National Association as indenture trustee" c/o the Seller at
an address specified by the Seller.
(iv) Originals of any intervening assignments of the Mortgage, with evidence of recording noted thereon or
attached thereto, or a copy of such original intervening assignment with evidence of recording indicated
thereon.
(v) A true and correct copy of each assumption, modification, consolidation or substitution agreement, if
any, relating to the Home Loan.
Within the time period for the review of each Custodial File set forth in Section 2.03 of the Custodial
Agreement, if a defect or omission in any Custodial File is discovered which may materially and adversely affect
the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the
Noteholders, the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to
deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that
a Custodial File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if
the Seller has submitted such assignment for recording or if such assignment is not required to be recorded
pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home
Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same
terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the
Home Loans. As set forth in Section 2.03 of the Custodial Agreement, the Custodian shall deliver to the
Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be
delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to
the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to
such Interim Certification.
Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its
own expense shall complete and submit for recording in the appropriate public office for real property records
each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being
recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned
unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute
assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in
accordance with this paragraph. In connection with the assignment of any Home Loan registered on the MERS(R)
System, the Seller further agrees that it will cause, at the Seller's own expense, within 30 Business Days after
the Closing Date, the MERS(R)System to indicate that such Home Loans have been assigned by the Seller to the
Purchaser in accordance with this Agreement, by the Purchaser to the Trust in accordance with the terms of the
Trust Agreement and by the Trust, to the Indenture Trustee for the benefit of the Noteholders, pursuant to the
Indenture, by including (or deleting, in the case of Home Loans which are repurchased in accordance with this
Agreement) in such computer files (a) the code in the field which identifies the specific Trust and (b) the code
in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Loans.
The Seller further agrees that it will not, and will not permit the Master Servicer to alter the codes referenced
in this paragraph with respect to any Home Loan during the term of this Agreement, the Trust Agreement and the
Indenture, unless and until such Home Loan is repurchased in accordance with the terms of this Agreement.
In the event that the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage
Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the
Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian.
In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in
accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this Section 2.1(c)
above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and
delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to
such Custodian promptly upon receipt thereof.
The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property,
conveyed to it pursuant to this Section 2.1.
(d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the
Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the
extent described above. In the event the transactions set forth herein are deemed not to be a sale, the Seller
hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and
under (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or
after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or
deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home
Loans; and (iv) all proceeds of the foregoing, to secure all of the Seller's obligations hereunder, and this
Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be
taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1
financing statements filed in the State of Delaware (which shall have been submitted for filing within 10 days
following the Closing Date), any continuation statements with respect thereto and any amendments thereto required
to reflect a change in the name or legal structure of the Seller or the filing of any additional UCC-1 financing
statements due to the change in the principal office or jurisdiction of organization of the Seller, as are
necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.
Section 2.2. Payment of Purchase Price. (a) The "Purchase Price" for the Home Loans shall be an amount
equal to $257,532,198 in immediately available funds, together with the Certificates.
(b) In consideration of the sale of the Home Loans from the Seller to the Purchaser on the Closing Date, the
Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank
account designated by the Seller, the amount specified above in clause (a); provided, that such payment may be on
a net funding basis if agreed by the Seller and the Purchaser.
ARTICLE III
REPRESENTATIONS AND WARRANTIES;
REMEDIES FOR BREACH
Section 3.1. Seller Representations and Warranties. The Seller represents and warrants to the Purchaser,
as of the Closing Date (or if otherwise specified below, as of the date so specified):
(a) As to the Seller:
(i) The Seller is a limited liability company duly organized, validly existing and in good standing under
the laws governing its creation and existence, and has the power to own its assets and to transact the
business in which it is currently engaged. The Seller is duly qualified to do business as a foreign
limited liability company and is in good standing in each jurisdiction in which the character of the
business transacted by it or properties owned or leased by it requires such qualification and in which
the failure to so qualify would have a material adverse effect on the business, properties, assets or
condition (financial or other) of the Seller;
(ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this
Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement. When executed and
delivered, this Agreement will constitute the legal, valid and binding obligation of the Seller
enforceable in accordance with its terms, except as enforcement of such terms may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by
the availability of equitable remedies;
(iii) The Seller is not required to obtain the consent of any other Person or any consent, license, approval
or authorization from, or registration or declaration with, any governmental authority, bureau or agency
in connection with the execution, delivery, performance, validity or enforceability of this Agreement,
except for such consents, licenses, approvals or authorizations, or registrations or declarations, as
shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby
by the Seller will not violate any provision of any existing law or regulation or any order or decree of
any court applicable to the Seller or any provision of the certificate of formation or limited liability
company agreement of the Seller, or constitute a material breach of any mortgage, indenture, contract or
other agreement to which the Seller is a party or by which the Seller may be bound;
(v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is
currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its
properties or with respect to this Agreement or the Certificates which in the opinion of the Seller has
a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by
this Agreement;
(vi) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the
Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the
enforcement of creditors' rights in general and except as such enforceability may be limited by general
principles of equity (whether considered in a proceeding at law or in equity);
(vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and
interest of the Seller in, to and under the Home Loans, all monies due or to become due with respect
thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Loans and such
funds as are from time to time deposited in the Custodial Account (excluding any investment earnings
thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being
part of the corpus of the Trust conveyed to the Purchaser by the Seller;
(viii) The Seller is not in default with respect to any order or decree of any court or any order, regulation
or demand or any federal, state, municipal or governmental agency, which default might have consequences
that would materially and adversely affect the condition (financial or other) or operations of the
Seller or its properties or might have consequences that would materially adversely affect its
performance hereunder; and
(ix) The Seller has not transferred the Home Loans to the Purchaser with any intent to hinder, delay or
defraud any of its creditors.
(b) As to the Home Loans:
(i) The information set forth in the Home Loan Schedule with respect to each Home Loan is true and correct
in all material respects as of the date or dates respecting which such information is furnished;
(ii) [Reserved];
(iii) The related Mortgage Note and the Mortgage have not been assigned or pledged, the Seller has good and
marketable title thereto and the Seller is the sole owner and holder of the Home Loan free and clear of
any and all liens, claims, encumbrances, participation interests, equities, pledges, charges or security
interests of any nature and has full right and authority, under all governmental and regulatory bodies
having jurisdiction over the ownership of the applicable Home Loans to sell and assign the same pursuant
to this Agreement;
(iv) To the best of Seller's knowledge, there is no valid offset, defense or counterclaim of any obligor
under any Mortgage;
(v) To the best of Seller's knowledge, there is no delinquent recording or other tax or fee or assessment
lien against any related Mortgaged Property;
(vi) To the best of Seller's knowledge, there is no proceeding pending or threatened for the total or partial
condemnation of the related Mortgaged Property;
(vii) To the best of Seller's knowledge, there are no mechanics' or similar liens or claims which have been
filed for work, labor or material affecting the related Mortgaged Property which are, or may be liens
prior or equal to, or subordinate with, the lien of the related Mortgage, except liens which are fully
insured against by the title insurance policy referred to in clause (xi);
(viii) As of the Cut-off Date, none of the Home Loans were 30 or more days delinquent;
(ix) For each Home Loan, the related Custodial File contains each of the documents and instruments specified
to be included therein;
(x) Each Home Loan at the time it was made complied in all material respects with applicable local, state
and federal laws including but not limited to all applicable anti-predatory lending laws and usury laws;
(xi) A policy of title insurance in the form and amount required by the Program Guide was effective as of the
closing of each Home Loan and each such policy is valid and remains in full force and effect, and a
title search or other assurance of title customary in the relevant jurisdiction was obtained with
respect to each Home Loan as to which no title insurance policy or binder was issued;
(xii) None of the Mortgaged Properties is a mobile home that is permanently attached to its foundation and
none of the Mortgaged Properties are manufactured housing units that are not permanently attached to
their foundation;
(xiii) Approximately 9.0% of the Cut-off Date Loan Balance of the Home Loans are secured by Mortgaged
Properties located in Ohio;
(xiv) Approximately 93.2% of the Home Loans by Cut-Off Date Loan Balance, had a Combined Loan-to-Value Ratio
in excess of 100%;
(xv) None of the mortgage loans in the mortgage pool are loans that, under applicable state or local law in
effect at the time of origination of the loan, are referred to as (1) "high cost" or "covered" loans or
(2) any other similar designation if the law imposes greater restrictions or additional legal liability
for residential mortgage loans with high interest rates, points and/or fees;
(xvi) None of the proceeds of any Home Loan were used to finance the purchase of single premium credit
insurance policies;
(xvii) The Seller will submit for filing or cause to be submitted for filing UCC-1 financing statements in
accordance with the terms of this Agreement;
(xviii) Each Mortgage is substantially similar to one another and constitutes a legal, valid and binding
obligation of the related Mortgagor enforceable in accordance with its terms except as may be limited by
bankruptcy, insolvency or similar laws affecting generally the enforcement of creditor's rights;
(xix) To the best of Seller's knowledge, the physical property subject to each Mortgage is free of material
damage and is in good repair;
(xx) The Seller has not received a notice of default of any senior mortgage loan related to a Mortgaged
Property which has not been cured by a party other than the related Subservicer;
(xxi) No Home Loan has a prepayment penalty term that extends beyond five years after the date of origination;
(xxii) None of the Home Loans are reverse Home Loans;
(xxiii) None of the Home Loans have a remaining term to stated maturity of less than 58 months. As of the
Cut-off Date, the Loan Rates on the Home Loans range between 7.000% per annum and 16.999% per annum and
the weighted average Loan Rate is approximately 12.5783% per annum. The weighted average remaining term
to stated maturity of the Home Loans as of the Cut-off Date is approximately 246 months;
(xxiv) (A) Each Mortgaged Property with respect to the Home Loans consists of a single parcel of real property
with a single family residence erected thereon, a two-to-four family residence erected thereon, or
improved by an individual condominium unit, planned unit development, manufactured home, multi-family
mixed-use attachment, modular unit or townhouse. (B) With respect to the Home Loans (i) approximately
10.97% (by Cut-off Date Loan Balance) are secured by real property improved by individual condominium
units, modular units, manufactured homes, multi-family mixed-use attachments, planned unit developments
(attached and detached) or townhouses/rowhouses (attached and detached), (ii) approximately 88.28% (by
Cut-off Date Loan Balance) of the Home Loans are secured by real property with a single family residence
erected thereon and (iii) approximately 0.75% (by Cut-off Date Loan Balance) of the Home Loans are
secured by real property with a two-to-four family residence;
(xxv) Approximately 99.9% of the Home Loans are secured by second mortgages or deeds of trust;
(xxvi) If any of the Home Loans are secured by a leasehold interest, with respect to each leasehold interest,
the use of leasehold estates for residential properties is an accepted practice in the area where the
related Mortgaged Property is located; residential property in such area consisting of leasehold estates
is readily marketable; the lease is recorded and no party is in any way in breach of any provision of
such lease; the leasehold is in full force and effect and is not subject to any prior lien or
encumbrance by which the leasehold could be terminated; and the remaining term of the lease does not
terminate less than five years after the maturity date of such Home Loan;
(xxvii) Each Subservicer meets all applicable requirements under the Servicing Agreement, is properly qualified
to service the Home Loans and has been servicing the Home Loans prior to the Cut-off Date in accordance
with the terms of the Program Guide;
(xxviii) For each Home Loan, if required, as of the Cut-off Date, flood insurance has been obtained which meets
all applicable requirements of Section 3.04 of the Servicing Agreement. For each Home Loan, hazard
insurance has been obtained which meets all applicable requirements of Section 3.04 of the Servicing
Agreement;
(xxix) There is no material 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 material default, breach, violation or event of acceleration under the terms of any
Mortgage Note or Mortgage, and no such material default, breach, violation or event of acceleration has
been waived by the Seller or by any other entity involved in originating or servicing a Home Loan;
(xxx) No instrument of release or waiver has been executed in connection with the Home Loans, and no Mortgagor
has been released, in whole or in part from its obligations in connection with a Home Loan;
(xxxi) With respect to each Home Loan that is a second lien, either (i) no consent for the Home Loan was
required by the holder of the related prior lien or liens or (ii) such consent has been obtained and is
contained in the Custodial File;
(xxxii) With respect to each Home Loan, either (i) the Home Loan is assumable pursuant to the terms of the
Mortgage Note, or (ii) the Home Loan contains a customary provision for the acceleration of the payment
of the unpaid principal balance of the Home Loan in the event the related Mortgaged Property is sold
without the prior consent of the mortgagee thereunder;
(xxxiii) Each Custodial File either contains (a) an original Mortgage Note or (b) with respect to any Home Loan
as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced,
a Lost Note Affidavit together with a copy of such Mortgage Note;
(xxxiv) No Home 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;
(xxxv) No Home Loan, except as provided in clause (xxxvi), is a High Cost Loan or Covered Loan, as applicable
(as such terms are defined in Appendix E of the Standard & Poor's Glossary For File Format For LEVELS(R)
Version 5.7 (attached hereto as Exhibit B)); provided that no representation and warranty is made in
this clause (xxxv) with respect to any Home Loan secured by property located in the States of Kansas or
West Virginia; and
(xxxvi) As of the Cut-Off Date, none of the Home Loans were subject to the Home Ownership and Protection Act of
1994, referred to as the Homeownership Act.
Upon discovery by Seller or upon notice from the Purchaser, the Credit Enhancer, the Issuer, the Owner
Trustee, the Indenture Trustee or the Custodian, as applicable, of a breach of any representation or warranty in
clause (a) above which materially and adversely affects the interests of the Securityholders or the Credit
Enhancer in any Home Loan, the Seller shall, within 45 days of its discovery or its receipt of notice of such
breach, either (i) cure such breach in all material respects or (ii) to the extent that such breach is with
respect to a Home Loan or a Related Document, either (A) repurchase such Home Loan from the Trust at the
Repurchase Price, or (B) substitute one or more Eligible Substitute Loans for such Home Loan, in each case in the
manner and subject to the conditions and limitations set forth below.
(c) Upon discovery by the Seller or upon notice from the Purchaser, the Credit Enhancer, the Issuer, the
Owner Trustee, the Indenture Trustee or the Custodian, as applicable, of a breach of any representation or
warranty in clause (b) above with respect to any Home Loan or upon the occurrence of a Repurchase Event that
materially and adversely affects the interests of the Securityholders or the Credit Enhancer or of the Purchaser
in such Home Loan (notice of which shall be given to the Purchaser by the Seller, if it discovers the same),
notwithstanding the Seller's lack of knowledge with respect to the substance of such representation and warranty
or Repurchase Event, the Seller shall, within 90 days after the earlier of its discovery or receipt of notice
thereof, either cure such breach or Repurchase Event in all material respects or either (i) repurchase such Home
Loan from the Trust at the Repurchase Price, or (ii) substitute one or more Eligible Substitute Loans for such
Home Loan, in each case in the manner and subject to the conditions set forth below. If the breach of
representation and warranty that gave rise to the obligation to repurchase or substitute a Home Loan pursuant to
this Section 3.1 was the representation and warranty set forth in clause (x) of Section 3.1(b), then the Seller
shall pay, 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, and
that directly resulted from such breach, or if incurred and paid by the Trust thereafter, concurrently with such
payment. The Repurchase Price for any such Home Loan repurchased by the Seller and any amounts paid by the Seller
in connection with the preceding sentence shall be deposited or caused to be deposited by the Master Servicer in
the Custodial Account maintained by it pursuant to Section 3.02 of the Servicing Agreement.
The Seller may only substitute an Eligible Substitute Loan or Loans for a Deleted Loan pursuant to this
Section 3.1(c) if the Seller obtains an Opinion of Counsel generally to the effect that the substitution of an
Eligible Substitute Loan or Loans for a Deleted Loan will not cause an entity level federal or state income tax
to be imposed on the Trust. The Seller shall also deliver to the Custodian on behalf of the Trust, with respect
to such Eligible Substitute Loan or Loans, the original Mortgage Note and all other documents and agreements as
are required by Section 2.1(c), with the Mortgage Note endorsed as required by Section 2.1(c). No substitution
will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect
to Eligible Substitute Loans in the month of substitution shall not be part of the Trust and will be retained by
the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date,
provided that a payment at least equal to the applicable Monthly Payment has been received by the Trust, for such
month in respect of the Deleted Loan. For the month of substitution, distributions to the Custodial Account
pursuant to the Servicing Agreement will include the Monthly Payment due on a Deleted Loan for such month and
thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Loan. The
Master Servicer shall amend or cause to be amended the Home Loan Schedule to reflect the removal of such Deleted
Loan and the substitution of the Eligible Substitute Loan or Loans and the Master Servicer shall deliver the
amended Home Loan Schedule to the Indenture Trustee. Upon such substitution, the Eligible Substitute Loan or
Loans shall be subject to the terms of this Agreement and the Servicing Agreement in all respects, the Seller
shall be deemed to have made the representations and warranties (other than any statistical representation or
warranty) with respect to the Eligible Substitute Loan set forth in Section 3.1(b) as of the date of
substitution, and the Seller shall be obligated to repurchase or substitute for any Eligible Substitute Loan as
to which a Repurchase Event has occurred as provided herein. In connection with the substitution of one or more
Eligible Substitute Loans for one or more Deleted Loans, the Master Servicer will determine the amount (such
amount, a "Substitution Adjustment Amount"), if any, by which the aggregate principal balance of all such
Eligible Substitute Loans as of the date of substitution is less than the aggregate principal balance of all such
Deleted Loans (after application of the principal portion of the Monthly Payments due in the month of
substitution that are to be distributed to the Custodial Account in the month of substitution). The Seller shall
deposit the amount of such shortfall into the Custodial Account on the day of substitution, without any
reimbursement therefor.
Upon receipt by the Indenture Trustee on behalf of the Trust and the Custodian of written notification,
signed by a Servicing Officer, of the deposit of such Repurchase Price or of such substitution of an Eligible
Substitute Loan (together with the related Mortgage File) and deposit of any applicable Substitution Adjustment
Amount as provided above, the Master Servicer (or an Affiliate of the Master Servicer) or the Custodian, as the
case may be, on behalf of the Indenture Trustee, shall release the contents of any related Mortgage File in its
possession for the Home Loan being repurchased or substituted for and the Indenture Trustee on behalf of the
Trust shall, upon written direction from the Master Servicer, execute and deliver such instruments of transfer or
assignment prepared by the Master Servicer, in each case without recourse, as shall be necessary to vest in the
Seller or its designee such Home Loan released pursuant hereto and thereafter such Home Loan shall not be an
asset of the Trust.
It is understood and agreed that the obligation of the Seller to cure any breach, or to repurchase or
substitute for, any Home Loan as to which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Purchaser, the Issuer, the Certificateholders (or the Owner
Trustee on behalf of the Certificateholders) and the Noteholders (or the Indenture Trustee on behalf of the
Noteholders) against the Seller.
It is understood and agreed that the representations and warranties set forth in this Section 3.1 shall
survive delivery of the respective Custodial Files to the Indenture Trustee, or the Custodian.
ARTICLE IV
SELLER'S COVENANTS
Section 4.1. Covenants of the Seller. The Seller hereby covenants that, except for the transfer
hereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or
assume any Lien on any Home Loan, or any interest therein. The Seller will notify the Indenture Trustee in
writing, as assignee of the Purchaser, of the existence of any Lien (other than as provided above) on any Home
Loan immediately upon discovery thereof; and the Seller will defend the right, title and interest of the Issuer,
as assignee of the Purchaser, in, to and under the Home Loans against all claims of third parties claiming
through or under the Seller; provided, however, that nothing in this Section 4.1 shall be deemed to apply to any
Liens for municipal or other local taxes and other governmental charges if such taxes or governmental charges
shall not at the time be due and payable or if the Seller shall currently be contesting the validity thereof in
good faith by appropriate proceedings.
ARTICLE V
SERVICING
Section 5.1. Servicing. The Seller will service the Home Loans pursuant to the terms and conditions of
the Servicing Agreement and will service the Home Loans directly or through one or more subservicers in
accordance therewith.
ARTICLE VI
LIMITATION ON LIABILITY OF THE SELLER
Section 6.1. Limitation on Liability of the Seller. None of the directors, officers, employees or agents
of the Seller shall be under any liability to the Purchaser, it being expressly understood that all such
liability is expressly waived and released as a condition of, and as consideration for, the execution of this
Agreement. Except as and to the extent expressly provided herein or in the Servicing Agreement, the Seller shall
not be under any liability to the Trust, the Owner Trustee, the Indenture Trustee or the Securityholders. The
Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any
kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.
ARTICLE VII
TERMINATION
Section 7.1. Termination. The respective obligations and responsibilities of the Seller and the Purchaser
created hereby shall terminate, except for the Seller's indemnity obligations as provided herein, upon the
termination of the Trust pursuant to the terms of the Trust Agreement.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1. Amendment. This Agreement may be amended from time to time by the Seller and the Purchaser
by written agreement signed by the Seller and the Purchaser with the consent of the Credit Enhancer (so long as
no Credit Enhancer Default has occurred and is continuing), which consent shall not be unreasonably withheld.
Section 8.2. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND SECTION
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 8.3. Notices. All demands, notices and communications hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid,
addressed as follows:
(i) if to the Seller:
Residential Funding Company, LLC
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Managing Director, Structured Finance
or, such other address as may hereafter be furnished to the Purchaser in writing by the Seller.
(ii) if to the Purchaser:
Residential Funding Mortgage Securities II, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Managing Director, Structured Finance
(iii) if to the Custodian:
Xxxxx Fargo Bank, N.A.
1015 00 Xxxxxx X.X.
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: MDC-- Account Manager
or such other address as may hereafter be furnished to the Seller in writing by the Purchaser.
Section 8.4. Severability of Provisions. If any one or more of the covenants, agreements, provisions of
terms of this Agreement shall be held invalid for any reason whatsoever, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of
this Agreement and shall in no way affect the validity of enforceability of the other provisions of this
Agreement.
Section 8.5. Relationship of Parties. Nothing herein contained shall be deemed or construed to create a
partnership or joint venture between the parties hereto, and the services of the Seller shall be rendered as an
independent contractor and not as agent for the Purchaser.
Section 8.6. Counterparts. This Agreement may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an
original and such counterparts, together, shall constitute one and the same agreement.
Section 8.7. Further Agreements. The Purchaser and the Seller each agree to execute and deliver to the
other such additional documents, instruments or agreements as may be necessary or appropriate to effectuate the
purposes of this Agreement.
Section 8.8. Intention of the Parties. It is the intention of the parties that the Purchaser is
purchasing, and the Seller is selling, the Home Loans, rather than a loan by the Purchaser to the Seller secured
by the Home Loans. Accordingly, the parties hereto each intend to treat the transaction for federal income tax
purposes as a sale by the Seller, and a purchase by the Purchaser, of the Home Loans. The Purchaser will have the
right to review the Home Loans and the Related Documents to determine the characteristics of the Home Loans which
will affect the federal income tax consequences of owning the Home Loans and the Seller will cooperate with all
reasonable requests made by the Purchaser in the course of such review.
Section 8.9. Successors and Assigns; Assignment of This Agreement. This Agreement shall bind and inure to
the benefit of and be enforceable by the Seller, Purchaser and their respective successors and assigns. The
obligations of the Seller under this Agreement cannot be assigned or delegated to a third party without the
consent of the Credit Enhancer (so long as no Credit Enhancer Default has occurred and is continuing) and the
Purchaser, which consent shall be at the Credit Enhancer's and the Purchaser's sole discretion, except that the
Credit Enhancer and the Purchaser acknowledge and agree that the Seller may assign its obligations hereunder to
any Affiliate of the Seller, to any Person succeeding to the business of the Seller, to any Person into which the
Seller is merged and to any Person resulting from any merger, conversion or consolidation to which the Seller is
a party. The parties hereto acknowledge that the Purchaser is acquiring the Home Loans for the purpose of
contributing them to the Issuer. Pursuant to the terms of the Trust Agreement, the Issuer will issue and transfer
to or at the direction of the Purchaser, the Certificates and pursuant to the terms of the Indenture, the Issuer
will issue and transfer to or at the direction of the Purchaser, the Notes secured by the Home Loans. As an
inducement to the Purchaser to purchase the Home Loans, the Seller acknowledges and consents to (i) the
assignment by the Purchaser to the Issuer of all of the Purchaser's rights against the Seller pursuant to this
Agreement insofar as such rights relate to Home Loans transferred to the Issuer and to the enforcement or
exercise of any right or remedy against the Seller pursuant to this Agreement by the Issuer, (ii) the enforcement
or exercise of any right or remedy against the Seller pursuant to this Agreement by or on behalf of the Issuer
and (iii) the Issuer's pledge of its interest in this Agreement to the Indenture Trustee and the enforcement by
the Indenture Trustee of any such right or remedy against the Seller following an Event of Default under the
Indenture. Such enforcement of a right or remedy by the Issuer or the Indenture Trustee, as applicable, shall
have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.
Section 8.10. Survival. The representations and warranties made herein by the Seller and the provisions of
Article VI hereof shall survive the purchase of the Home Loans hereunder.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be signed to this Home Loan
Purchase Agreement by their respective officers thereunto duly authorized as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.
as Purchaser
By:/s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
RESIDENTIAL FUNDING COMPANY, LLC
as Seller
By:/s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Associate
EXHIBIT A
HOME LOAN SCHEDULE
(Provided Upon Request)
EXHIBIT B
APPENDIX E OF THE STANDARD & POOR'S GLOSSARY FOR FILE FORMAT
FOR LEVELS(R)VERSION 5.7
Standard & Poor's has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below
into three categories based upon a combination of factors that include (a) the risk exposure associated with the
assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified
by the relevant statute as Covered are included in Standard & Poor's High Cost Loan Category because they
included thresholds and tests that are typical of what is generally considered High Cost by the industry.
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
---------------------------------------------------------------------------------------------------------------------
------------------------------------------------- --------------------------------
State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Category under Applicable
Date Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
Arkansas Arkansas Home Loan Protection Act, Ark. Code High Cost Home Loan
Xxx.ss.ss.00-00-000 et seq.
Effective July 16, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Xxxxxx.xx. Covered Loan
757.01 et seq.
Effective June 2, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
Colorado Consumer Equity Protection, Colo. Stat. Xxx.xx.xx. Covered Loan
5-3.5-101 et seq.
Effective for covered loans offered or entered
into on or after January 1, 2003. Other
provisions of the Act took effect on June 7,
2002
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
Connecticut Connecticut Abusive Home Loan Lending Practices High Cost Home Loan
Act, Conn. Gen. Stat.ss.ss.36a-746 et seq.
Effective October 1, 2001
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
District of Columbia Home Loan Protection Act, D.C. Xxxxxx.xx. Covered Loan
26-1151.01 et seq.
Effective for loans closed on or after January
28, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
Florida Fair Lending Act, Fla. Stat. Xxx.ss.ss.494.0078 High Cost Home Loan
et seq.
Effective October 2, 2002
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
Georgia (Oct. 1, 2002 - Mar. 0, Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code Xxx.xx.xx. High Cost Home Loan
2003) 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
Georgia as amended (Mar. 7, 0000 Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code Xxx.xx.xx. High Cost Home Loan
- current) 7-6A-1 et seq.
Effective for loans closed on or after March 7,
2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
HOEPA Section 32 Home Ownership and Equity Protection Act of High Cost Loan
1994, 15 U.S.C.ss.1639, 12 C.F.R.ss.ss.226.32 and
226.34
Effective October 1, 1995, amendments October
1, 2002
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. High Risk Home Loan
815,ss.ss.137/5 et seq.
Effective January 1, 2004 (prior to this date,
regulations under Residential Mortgage License
Act effective from May 14, 2001)
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
Kansas Consumer Credit Code, Kan. Stat. Xxx.xx.xx. High Loan to Value Consumer
16a-1-101 et seq. Loan (id.ss.16a-3-207) and;
Sections 16a-1-301 and 16a-3-207 became
effective April 14, 1999; Section 16a-3-308a
became effective July 1, 1999
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
High APR Consumer Loan (xx.xx.
16a-3-308a)
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
Kentucky 2003 KY H.B. 000 - Xxxx Xxxx Xxxx Xxxx Xxx, Xx. High Cost Home Loan
Rev. Stat.ss.ss.360.100 et seq.
Effective June 24, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
Maine Truth in Lending, Me. Rev. Stat. tit. 9-A,xx.xx. High Rate High Fee Mortgage
8-101 et seq.
Effective September 29, 1995 and as amended
from time to time
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
Massachusetts Part 40 and Part 32, 209 C.M.R.ss.ss.32.00 et High Cost Home Loan
seq. and 209 C.M.R.ss.ss.40.01 et seq.
Effective March 22, 2001 and amended from time
to time
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
Nevada Assembly Xxxx No. 284, Nev. Rev. Xxxx.xx.xx. Home Loan
598D.010 et seq.
Effective October 1, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, High Cost Home Loan
N.J. Rev. Stat.ss.ss.46:10B-22 et seq.
Effective for loans closed on or after November
27, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
New Mexico Home Loan Protection Act, N.M. Rev. Xxxx.xx.xx. High Cost Home Loan
58-21A-1 et seq.
Effective as of January 1, 2004; Revised as of
February 26, 2004
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
New York N.Y. Banking Law Article 6-l High Cost Home Loan
Effective for applications made on or after
April 1, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
North Carolina Restrictions and Limitations on High Cost Home High Cost Home Loan
Loans, N.C. Gen. Stat.ss.ss.24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003
(adding open-end lines of credit)
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
Ohio H.B. 386 (codified in various sections of the Covered Loan
Ohio Code), Ohio Rev. Code Xxx.ss.ss.1349.25 et
seq.
Effective May 24, 2002
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
Oklahoma Consumer Credit Code (codified in various Subsection 10 Mortgage
sections of Title 14A)
Effective July 1, 2000; amended effective
January 1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
South Carolina South Carolina High Cost and Consumer Home High Cost Home Loan
Loans Act, S.C. Code Xxx.ss.ss.37-23-10 et seq.
Effective for loans taken on or after January
1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
West Virginia West Virginia Residential Mortgage Lender, West Virginia Mortgage Loan
Broker and Servicer Act, W. Va. Code Xxx.xx.xx. Act Loan
31-17-1 et seq.
Effective June 5, 2002
---------------------------------- ------------------------------------------------- --------------------------------
STANDARD & POOR'S COVERED LOAN CATEGORIZATION
---------------------------------- ------------------------------------------------- --------------------------------
State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Category under Applicable
Date Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
Georgia (Oct. 1, 2002 - Mar. 0, Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code Xxx.xx.xx. Covered Loan
2003) 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, Covered Home Loan
N.J. Rev. Stat.ss.ss.46:10B-22 et seq.
Effective November 27, 2003 - July 5, 2004
---------------------------------- ------------------------------------------------- --------------------------------
STANDARD & POOR'S HOME LOAN CATEGORIZATION
---------------------------------------------------------------------------------------------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Category under Applicable
Date Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
Georgia (Oct. 1, 2002 - Mar. 0, Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code Xxx.xx.xx. Home Loan
2003) 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, Home Loan
N.J. Rev. Stat.ss.ss.46:10B-22 et seq.
Effective for loans closed on or after November
27, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
New Mexico Home Loan Protection Act, N.M. Rev. Xxxx.xx.xx. Home Loan
58-21A-1 et seq.
Effective as of January 1, 2004; Revised as of
February 26, 2004
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
North Carolina Restrictions and Limitations on High Cost Home Consumer Home Loan
Loans, N.C. Gen. Stat.ss.ss.24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003
(adding open-end lines of credit)
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
South Carolina South Carolina High Cost and Consumer Home Consumer Home Loan
Loans Act, S.C. Code Xxx.ss.ss.37-23-10 et seq.
Effective for loans taken on or after January
1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
