ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated January 30, 2007, between
Residential Funding Company, a Delaware limited liability company ("RFC"), and Residential
Accredit Loans, Inc., a Delaware corporation (the "Company").
Recitals
A. RFC has entered into contracts ("Seller Contracts") with various
seller/servicers, pursuant to which such seller/servicers sell to RFC mortgage loans.
B. The Company wishes to purchase from RFC certain Mortgage Loans (as
hereinafter defined) sold to RFC pursuant to the Seller Contracts.
C. The Company, RFC, as master servicer, and Deutsche Bank Trust Company
Americas, as trustee (the "Trustee"), are entering into a Series Supplement, dated as of
January 1, 2007 (the "Series Supplement"), and the Standard Terms of Pooling and Servicing
Agreement, dated as of December 1, 2006 (collectively, the "Pooling and Servicing
Agreement"), pursuant to which the Company proposes to issue Mortgage Asset-Backed
Pass-Through Certificates, Series 2007-QS1 (the "Certificates") consisting of twenty-six
classes designated as Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class
I-A-6, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6,
Class II-A-7, Class II-A-8, Class II-A-9, Class II-A-10, Class II-A-11, Class II-A-12, Class
II-A-13, Class I-A-P, Class I-A-V, Class II-A-P, Class II-A-V, Class R-I, Class R-II and
Class R-III Certificates; and twelve classes designated as Class I-M-1, Class I-M-2 and
Class I-M-3 (collectively, the "Class I-M Certificates"), and Class II-M-1, Class II-M-2 and
Class II-M-3 (collectively, the "Class II-M Certificates"), and Class I-B-1, Class I-B-2,
Class I-B-3, Class II-B-1, Class II-B-2 and Class II-B-3 (collectively, the "Class B
Certificates") representing beneficial ownership interests in a trust fund consisting
primarily of a pool of mortgage loans identified in Exhibit One to the Series Supplement
(the "Mortgage Loans").
D. In connection with the purchase of the Mortgage Loans, the Company will
assign to RFC the Class I-A-P Certificates, Class I-A-V Certificates, Class II-A-P
Certificates, Class II-A-V Certificates and a de minimis portion of each of the Class R-I,
Class R-II and Class R-III Certificates.
E. In connection with the purchase of the Mortgage Loans and the issuance
of the Certificates, RFC wishes to make certain representations and warranties to the
Company.
F. The Company and RFC intend that the conveyance by RFC to the Company of
all its right, title and interest in and to the Mortgage Loans pursuant to this Agreement
shall constitute a purchase and sale and not a loan.
NOW THEREFORE, in consideration of the recitals and the mutual promises herein
and other good and valuable consideration, the parties agree as follows:
1. All capitalized terms used but not defined herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
2. Concurrently with the execution and delivery hereof, RFC hereby assigns to
the Company without recourse all of its right, title and interest in and to the Mortgage Loans,
including all interest and principal, and with respect to the Sharia Mortgage Loans, all
amounts in respect of profit payments and acquisition payments, received on or with respect to
the Mortgage Loans after January 1, 2007 (other than payments of principal and interest, and
with respect to the Sharia Mortgage Loans, all amounts in respect of profit payments and
acquisition payments due on the Mortgage Loans on or before January 31, 2007). In consideration
of such assignment, RFC or its designee will receive from the Company in immediately available
funds an amount equal to $1,220,004,796.14, the Class I-A-P, Class I-A-V, Class II-A-P and
Class II-A-V Certificates and a de minimis portion of each of the Class R-I, Class R-II and
Class R-III Certificates. In connection with such assignment and at the Company's direction,
RFC has in respect of each Mortgage Loan endorsed the related Mortgage Note (other than any
Destroyed Mortgage Note) to the order of the Trustee and delivered an assignment of mortgage in
recordable form to the Trustee or its agent.
RFC and the Company agree that the sale of each Pledged Asset Loan pursuant to
this Agreement will also constitute the assignment, sale, setting-over, transfer and
conveyance to the Company, without recourse (but subject to RFC's covenants, representations
and warranties specifically provided herein), of all of RFC's obligations and all of RFC's
right, title and interest in, to and under, whether now existing or hereafter acquired as
owner of such Pledged Asset Loan with respect to any and all money, securities, security
entitlements, accounts, general intangibles, payment intangibles, instruments, documents,
deposit accounts, certificates of deposit, commodities contracts, and other investment
property and other property of whatever kind or description consisting of, arising from or
related, (i) the Credit Support Pledge Agreement, the Funding and Pledge Agreement among the
Mortgagor or other Person pledging the related Pledged Assets (the "Customer"), Combined
Collateral LLC and National Financial Services Corporation, and the Additional Collateral
Agreement between GMAC Mortgage, LLC and the Customer (collectively, the "Assigned
Contracts"), (ii) all rights, powers and remedies of RFC as owner of such Pledged Asset Loan
under or in connection with the Assigned Contracts, whether arising under the terms of such
Assigned Contracts, by statute, at law or in equity, or otherwise arising out of any default
by the Mortgagor under or in connection with the Assigned Contracts, including all rights to
exercise any election or option or to make any decision or determination or to give or
receive any notice, consent, approval or waiver thereunder, (iii) the Pledged Amounts and
all money, securities, security entitlements, accounts, general intangibles, payment
intangibles, instruments, documents, deposit accounts, certificates of deposit, commodities
contracts, and other investment property and other property of whatever kind or description
and all cash and non-cash proceeds of the sale, exchange, or redemption of, and all stock or
conversion rights, rights to subscribe, liquidation dividends or preferences, stock
dividends, rights to interest, dividends, earnings, income, rents, issues, profits, interest
payments or other distributions of cash or other property that secures a Pledged Asset Loan,
(iv) all documents, books and records concerning the foregoing (including all computer
programs, tapes, disks and related items containing any such information) and (v) all
insurance proceeds (including proceeds from the Federal Deposit Insurance Corporation or the
Securities Investor Protection Corporation or any other insurance company) of any of the
foregoing or replacements thereof or substitutions therefor, proceeds of proceeds and the
conversion, voluntary or involuntary, of any thereof. The foregoing transfer, sale,
assignment and conveyance does not constitute and is not intended to result in the creation,
or an assumption by the Company, of any obligation of RFC, or any other Person in connection
with the Pledged Assets or under any agreement or instrument relating thereto, including any
obligation to the Mortgagor, other than as owner of the Pledged Asset Loan.
The Company and RFC intend that the conveyance by RFC to the Company of all
its right, title and interest in and to the Mortgage Loans pursuant to this Section 2 shall
be, and be construed as, a sale of the Mortgage Loans by RFC to the Company. It is,
further, not intended that such conveyance be deemed to be a pledge of the Mortgage Loans by
RFC to the Company to secure a debt or other obligation of RFC. Nonetheless, (a) this
Agreement is intended to be and hereby is a security agreement within the meaning of
Articles 8 and 9 of the Minnesota Uniform Commercial Code and the Uniform Commercial Code of
any other applicable jurisdiction; (b) the conveyance provided for in this Section shall be
deemed to be, and hereby is, a grant by RFC to the Company of a security interest in all of
RFC's right, title and interest, whether now owned or hereafter acquired, in and to any and
all general intangibles, payment intangibles, accounts, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods, letters of credit,
advices of credit and investment property consisting of, arising from or relating to any of
the following: (A) the Mortgage Loans, including (i) with respect to each Cooperative Loan,
the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative
Stock Certificate, Cooperative Lease, any insurance policies and all other documents in the
related Mortgage File and (ii) with respect to each Sharia Mortgage Loan, the related Sharia
Mortgage Loan Security Instrument, Sharia Mortgage Loan Co-Ownership, Obligation to Pay,
Assignment Agreement and Amendment of Security Instrument, any insurance policies and all
other documents in the related Mortgage File and (iii) with respect to each Mortgage Loan
other than a Cooperative Loan or a Sharia Mortgage Loan, the related Mortgage Note, the
Mortgage, any insurance policies and all other documents in the related Mortgage File,
(B) all monies due or to become due pursuant to the Mortgage Loans in accordance with the
terms thereof and (C) all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property, including without limitation
all amounts from time to time held or invested in the Certificate Account or the Custodial
Account, whether in the form of cash, instruments, securities or other property; (c) the
possession by the Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes
or such other items of property as constitute instruments, money, payment intangibles,
negotiable documents, goods, deposit accounts, letters of credit, advices of credit,
investment property or chattel paper shall be deemed to be "possession by the secured
party," or possession by a purchaser or a person designated by such secured party, for
purposes of perfecting the security interest pursuant to the Minnesota Uniform Commercial
Code and the Uniform Commercial Code of any other applicable jurisdiction (including,
without limitation, Sections 8-106, 9-313 and 9-106 thereof); and (d) notifications to
persons holding such property, and acknowledgments, receipts or confirmations from persons
holding such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries, bailees or agents of, or persons holding for,
(as applicable) the Trustee for the purpose of perfecting such security interest under
applicable law. RFC shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were determined to
create a security interest in the Mortgage Loans and the other property described above,
such security interest would be determined to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term of this
Agreement. Without limiting the generality of the foregoing, RFC shall prepare and deliver
to the Company not less than 15 days prior to any filing date, and the Company shall file,
or shall cause to be filed, at the expense of RFC, all filings necessary to maintain the
effectiveness of any original filings necessary under the Uniform Commercial Code as in
effect in any jurisdiction to perfect the Company's security interest in or lien on the
Mortgage Loans, including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of RFC or the Company, (2) any
change of location of the state of formation, place of business or the chief executive
office of RFC, or (3) any transfer of any interest of RFC in any Mortgage Loan.
Notwithstanding the foregoing, (i) the Master Servicer shall retain all
servicing rights (including, without limitation, primary servicing and master servicing)
relating to or arising out of the Mortgage Loans, and all rights to receive servicing fees,
servicing income and other payments made as compensation for such servicing granted to it
under the Pooling and Servicing Agreement pursuant to the terms and conditions set forth
therein (collectively, the "Servicing Rights") and (ii) the Servicing Rights are not
included in the collateral in which RFC grants a security interest pursuant to the
immediately preceding paragraph.
3. Concurrently with the execution and delivery hereof, the Company hereby
assigns to RFC without recourse all of its right, title and interest in and to the Class
I-A-P Certificates, the Class I-A-V Certificates, Class II-A-P Certificates, Class II-A-V
Certificates and a de minimis portion of each of the Class R-I, Class R-II and Class R-III
Certificates as part of the consideration payable to RFC by the Company pursuant to this
Agreement.
4. RFC represents and warrants to the Company that on the date of
execution hereof (or, if otherwise specified below, as of the date so specified):
(a) The information set forth in Exhibit One to the Series
Supplement with respect to each Mortgage Loan or the Mortgage Loans, as the case may
be, is true and correct in all material respects, at the date or dates respecting
which such information is furnished;
(b) Each Mortgage Loan is required to be covered by a standard
hazard insurance policy. Except in the case of approximately 0.1% of the principal
balance of the Group I Loans, each Group I Loan with a Loan-to-Value Ratio at
origination in excess of 80% will be insured by a Primary Insurance Policy covering
at least 35% of the principal balance of the Group I Loan at origination if the
Loan-to-Value Ratio is between 100.00% and 95.01%, at least 30% of the principal
balance of the Group I Loan at origination if the Loan-to-Value Ratio is between
95.00% and 90.01%, at least 25% of the balance if the Loan-to-Value Ratio is between
90.00% and 85.01% and at least 12% of the balance if the Loan-to-Value Ratio is
between 85.00% and 80.01%. Except in the case of approximately 0.1% of the aggregate
principal balance of the Group II Loans, each Group II Loan with a Loan-to-Value
Ratio at origination in excess of 80% will be insured by a Primary Insurance Policy
covering at least 35% of the principal balance of the Group II Loan at origination if
the Loan-to-Value Ratio is between 100.00% and 95.01%, at least 30% of the principal
balance of the Group II Loan at origination if the Loan-to-Value Ratio is between
95.00% and 90.01%, at least 25% of the balance if the Loan-to-Value Ratio is between
90.00% and 85.01% and at least 12% of the balance if the Loan-to-Value Ratio is
between 85.00% and 80.01%. To the best of the Company's knowledge, each such Primary
Insurance Policy is in full force and effect and the Trustee is entitled to the
benefits thereunder;
(c) Each Primary Insurance Policy insures the named insured and its
successors and assigns, and the issuer of the Primary Insurance Policy is an
insurance company whose claims-paying ability is currently acceptable to the Rating
Agencies;
(d) Immediately prior to the assignment of the Mortgage Loans to
the Company, RFC had good title to, and was the sole owner of, each Mortgage Loan
free and clear of any pledge, lien, encumbrance or security interest (other than
rights to servicing and related compensation and, with respect to certain Mortgage
Loans, the monthly payment due on the first Due Date following the Cut-off Date), and
no action has been taken or failed to be taken by RFC that would materially adversely
affect the enforceability of any Mortgage Loan or the interests therein of any holder
of the Certificates;
(e) No Mortgage Loan was 30 or more days delinquent in payment of
principal and interest as of the Cut-off Date and no Mortgage Loan has been so
delinquent more than once in the 12-month period prior to the Cut-off Date;
(f) Subject to clause (e) above as respects delinquencies, there is
no default, breach, violation or event of acceleration existing under any Mortgage
Note or Mortgage and no event which, with notice and expiration of any grace or cure
period, would constitute a default, breach, violation or event of acceleration, and
no such default, breach, violation or event of acceleration has been waived by the
Seller or by any other entity involved in originating or servicing a Mortgage Loan;
(g) There is no delinquent tax or assessment lien against any
Mortgaged Property;
(h) No Mortgagor has any right of offset, defense or counterclaim
as to the related Mortgage Note or Mortgage except as may be provided under the
Servicemembers Civil Relief Act, formerly known as the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, and except with respect to any buydown agreement for
a Buydown Mortgage Loan;
(i) There are no mechanics' liens or claims for work, labor or
material affecting any Mortgaged Property which are or may be a lien prior to, or
equal with, the lien of the related Mortgage, except such liens that are insured or
indemnified against by a title insurance policy described under clause (aa) below;
(j) Each Mortgaged Property is free of damage and in good repair
and no notice of condemnation has been given with respect thereto and RFC knows of
nothing involving any Mortgaged Property that could reasonably be expected to
materially adversely affect the value or marketability of any Mortgaged Property;
(k) Each Mortgage Loan at the time it was made complied in all
material respects with applicable local, state, and federal laws, including, but not
limited to, all applicable anti-predatory lending laws;
(l) Each Mortgage contains customary and enforceable provisions
which render the rights and remedies of the holder adequate to realize the benefits
of the security against the Mortgaged Property, including (i) in the case of a
Mortgage that is a deed of trust, by trustee's sale, (ii) by summary foreclosure, if
available under applicable law, and (iii) otherwise by foreclosure, and there is no
homestead or other exemption available to the Mortgagor that would interfere with
such right to sell at a trustee's sale or right to foreclosure, subject in each case
to applicable federal and state laws and judicial precedents with respect to
bankruptcy and right of redemption;
(m) With respect to each Mortgage that is a deed of trust, a
trustee duly qualified under applicable law to serve as such is properly named,
designated and serving, and except in connection with a trustee's sale after default
by a Mortgagor, no fees or expenses are payable by the Seller or RFC to the trustee
under any Mortgage that is a deed of trust;
(n) The Mortgage Loans are conventional, fixed rate, first mortgage
loans having terms to maturity of not more than 30 years from the date of origination
or modification with monthly payments due, with respect to a majority of the Mortgage
Loans, on the first day of each month;
(o) No Mortgage Loan provides for deferred interest or negative
amortization;
(p) If any of the Mortgage Loans are secured by a leasehold
interest, with respect to each leasehold interest: the use of leasehold estates for
residential properties is an accepted practice in the area where the related
Mortgaged Property is located; residential property in such area consisting of
leasehold estates is readily marketable; the lease is recorded and no party is in any
way in breach of any provision of such lease; the leasehold is in full force and
effect and is not subject to any prior lien or encumbrance by which the leasehold
could be terminated or subject to any charge or penalty; and the remaining term of
the lease does not terminate less than ten years after the maturity date of such
Mortgage Loan;
(q) Each Assigned Contract relating to each Pledged Asset Loan is a
valid, binding and legally enforceable obligation of the parties thereto, enforceable
in accordance with their terms, except as limited by bankruptcy, insolvency or other
similar laws affecting generally the enforcement of creditor's rights;
(r) The Assignor is the holder of all of the right, title and
interest as owner of each Pledged Asset Loan in and to each of the Assigned Contracts
delivered and sold to the Company hereunder, and the assignment hereof by RFC validly
transfers such right, title and interest to the Company free and clear of any pledge,
lien, or security interest or other encumbrance of any Person;
(s) The full amount of the Pledged Amount with respect to such
Pledged Asset Loan has been deposited with the custodian under the Credit Support
Pledge Agreement and is on deposit in the custodial account held thereunder as of the
date hereof;
(t) RFC is a member of MERS, in good standing, and current in
payment of all fees and assessments imposed by MERS, and has complied with all rules
and procedures of MERS in connection with its assignment to the Trustee as assignee
of the Depositor of the Mortgage relating to each Mortgage Loan that is registered
with MERS, including, among other things, that RFC shall have confirmed the transfer
to the Trustee, as assignee of the Depositor, of the Mortgage on the MERS(R)System;
(u) No instrument of release or waiver has been executed in
connection with the Mortgage Loans, and no Mortgagor has been released, in whole or
in part from its obligations in connection with a Mortgage Loan;
(v) With respect to each Mortgage Loan, either (i) the Mortgage
Loan is assumable pursuant to the terms of the Mortgage Note, or (ii) the Mortgage
Loan contains a customary provision for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan in the event the related Mortgaged Property is
sold without the prior consent of the mortgagee thereunder;
(w) The proceeds of the Mortgage Loan have been fully disbursed,
there is no requirement for future advances thereunder and any and all requirements
as to completion of any on-site or off-site improvements and as to disbursements of
any escrow funds therefor (including any escrow funds held to make Monthly Payments
pending completion of such improvements) have been complied with. All costs, fees
and expenses incurred in making, closing or recording the Mortgage Loans were paid;
(x) Except with respect to approximately 2.85% of the Mortgage
Loans, the appraisal was made by an appraiser who meets the minimum qualifications
for appraisers as specified in the Program Guide;
(y) To the best of RFC's knowledge, any escrow arrangements
established with respect to any Mortgage Loan are in compliance with all applicable
local, state and federal laws and are in compliance with the terms of the related
Mortgage Note;
(z) Each Mortgage Loan was originated (1) by a savings and loan
association, savings bank, commercial bank, credit union, insurance company or
similar institution that is supervised and examined by a federal or state authority,
(2) by a mortgagee approved by the Secretary of HUD pursuant to Sections 203 and 211
of the National Housing Act, as amended, or (3) by a mortgage broker or correspondent
lender in a manner such that the Certificates would qualify as "mortgage related
securities" within the meaning of Section 3(a)(41) of the Securities Exchange Act of
1934, as amended;
(aa) All improvements which were considered in determining the
Appraised Value of the Mortgaged Properties lie wholly within the boundaries and the
building restriction lines of the Mortgaged Properties, or the policy of title
insurance affirmatively insures against loss or damage by reason of any violation,
variation, encroachment or adverse circumstance that either is disclosed or would
have been disclosed by an accurate survey;
(bb) Each Mortgage Note and Mortgage constitutes a legal, valid and
binding obligation of the borrower, or the consumer in the case of the Sharia
Mortgage Loans, enforceable in accordance with its terms except as limited by
bankruptcy, insolvency or other similar laws affecting generally the enforcement of
creditor's rights;
(cc) None of the Mortgage Loans are subject to the Home Ownership
and Equity Protection Act of 1994;
(dd) None of the Mortgage Loans are loans that, under applicable
state or local law in effect at the time of origination of such loan, are referred to
as (1) "high cost" or "covered" loans or (2) any other similar designation if the
law imposes greater restrictions or additional legal liability for residential
mortgage loans with high interest rates, points and/or fees;
(ee) None of the Mortgage Loans secured by a property located in the
State of Georgia was originated on or after October 1, 2002 and before March 7, 2003;
(ff) No Mortgage Loan is a High Cost Loan or Covered Loan, as
applicable (as such terms are defined in the then current Standard & Poor's LEVELS(R)
Glossary which is now Version 5.7 Revised, Appendix E (attached hereto as Exhibit
A)); provided that no representation and warranty is made in this clause (ff) with
respect to 0.06% of the Mortgage Loans (by outstanding principal balance as of the
Cut-off Date) secured by property located in the State of West Virginia [proviso
relating to the State of Kansas intentionally omitted];
(gg) With respect to each Sharia Mortgage Loan, mortgage
pass-through certificates or notes representing interests in mortgage loans that are
in all material respects of the same type as the Mortgage Loans, and which are
structured to be permissible under Islamic law utilizing a declining balance
co-ownership structure, have been, for at least one year prior to the date hereof,
(a) held by investors other than employee benefit plans, and (b) rated at least BBB-
or Baa3, as applicable, by a Rating Agency; and
(hh) No fraud or misrepresentation has taken place in connection
with the origination of any Mortgage Loan.
RFC shall provide written notice to GMAC Mortgage, LLC of the sale of each
Pledged Asset Loan to the Company hereunder and by the Company to the Trustee under the
Pooling and Servicing Agreement, and shall maintain the Schedule of Additional Owner
Mortgage Loans (as defined in the Credit Support Pledge Agreement), showing the Trustee as
the Additional Owner of each such Pledged Asset Loan, all in accordance with Section 7.1 of
the Credit Support Pledge Agreement.
Upon discovery by RFC or upon notice from the Company or the Trustee of a
breach of the foregoing representations and warranties in respect of any Mortgage Loan which
materially and adversely affects the interests of any holders of the Certificates or of the
Company in such Mortgage Loan or upon the occurrence of a Repurchase Event (hereinafter
defined), notice of which breach or occurrence shall be given to the Company by RFC, if it
discovers the same, RFC shall, within 90 days after the earlier of its discovery or receipt
of notice thereof, either cure such breach or Repurchase Event in all material respects or,
either (i) purchase such Mortgage Loan from the Trustee or the Company, as the case may be,
at a price equal to the Purchase Price for such Mortgage Loan or (ii) substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan in the manner and subject to the
limitations set forth in Section 2.04 of the Pooling and Servicing Agreement. If the breach
of representation and warranty that gave rise to the obligation to repurchase or substitute
a Mortgage Loan pursuant to this Section 4 was the representation and warranty set forth in
clause (k) or (hh) of this Section 4, then RFC shall pay to the Trust Fund, concurrently
with and in addition to the remedies provided in the preceding sentence, an amount equal to
any liability, penalty or expense that was actually incurred and paid out of or on behalf of
the Trust Fund, and that directly resulted from such breach, or if incurred and paid by the
Trust Fund thereafter, concurrently with such payment.
5. With respect to each Mortgage Loan, a first lien repurchase event
("Repurchase Event") shall have occurred if it is discovered that, as of the date thereof,
the related Mortgage was not a valid first lien on the related Mortgaged Property subject
only to (i) the lien of real property taxes and assessments not yet due and payable, (ii)
covenants, conditions, and restrictions, rights of way, easements and other matters of
public record as of the date of recording of such Mortgage and such permissible title
exceptions as are listed in the Program Guide and (iii) other matters to which like
properties are commonly subject which do not materially adversely affect the value, use,
enjoyment or marketability of the Mortgaged Property. In addition, with respect to any
Mortgage Loan as to which the Company delivers to the Trustee or the Custodian an affidavit
certifying that the original Mortgage Note has been lost or destroyed, if such Mortgage Loan
subsequently is in default and the enforcement thereof or of the related Mortgage is
materially adversely affected by the absence of the original Mortgage Note, a Repurchase
Event shall be deemed to have occurred and RFC will be obligated to repurchase or substitute
for such Mortgage Loan in the manner set forth in Section 4 above.
6. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns, and no other person shall have
any right or obligation hereunder.
IN WITNESS WHEREOF, the parties have entered into this Assignment and
Assumption Agreement on the date first written above.
RESIDENTIAL FUNDING COMPANY, LLC
By: __________________________________
Name: Xxxxxx Xxxxxx
Title: Associate
RESIDENTIAL ACCREDIT LOANS, INC.
By:__________________________________
Name: Xxxxxxxxxxx Xxxxxxxx
Title: Vice President
EXHIBIT A
APPENDIX E OF THE STANDARD & POOR'S GLOSSARY FOR
FILE FORMAT FOR LEVELS(R)VERSION 5.7 REVISED
REVISED October 20, 0000
XXXXXXXX X - STANDARD & POOR'S PREDATORY LENDING CATEGORIES
Standard & Poor's has categorized loans governed by anti-predatory lending laws in the
Jurisdictions listed below into three categories based upon a combination of factors that
include (a) the risk exposure associated with the assignee liability and (b) the tests and
thresholds set forth in those laws. Note that certain loans classified by the relevant
statute as Covered are included in Standard & Poor's High Cost Loan Category because they
included thresholds and tests that are typical of what is generally considered High Cost by
the industry.
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
------------------------------------------------------------------------------------------------
---------------------------------------- --------------------------
State/Jurisdiction Name of Anti-Predatory Lending Category under
Applicable
Anti-Predatory Lending
Law/Effective Date Law
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Arkansas Arkansas Home Loan Protection Act, High Cost Home Loan
Ark. Code Xxx.ss.ss.00-00-000 et seq.
Effective July 16, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Code Covered Loan
ss.ss.757.01 et seq.
Effective June 2, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Colorado Consumer Equity Protection, Colo. Covered Loan
Stat. Xxx.ss.ss.5-3.5-101 et seq.
Effective for covered loans offered or
entered into on or after January 1,
2003. Other provisions of the Act took
effect on June 7, 2002
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Connecticut Connecticut Abusive Home Loan Lending High Cost Home Loan
Practices Act, Conn. Gen. Xxxx.xx.xx.
36a-746 et seq.
Effective October 1, 2001
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
District of Columbia Home Loan Protection Act, D.C. Xxxxxx.xx. Covered Loan
26-1151.01 et seq.
Effective for loans closed on or after
January 28, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Florida Fair Lending Act, Fla. Stat. Xxx.xx.xx. High Cost Home Loan
494.0078 et seq.
Effective October 2, 2002
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Georgia (Oct. 1, 0000 - Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code High Cost Home Loan
Mar. 6, 2003) Xxx.ss.ss.7-6A-1 et seq.
Effective October 1, 2002 - March 6,
2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Georgia as amended (Mar. Georgia Fair Lending Act, Ga. Code High Cost Home Loan
7, 2003 - current) Xxx.ss.ss.7-6A-1 et seq.
Effective for loans closed on or after
March 7, 2003
---------------------------- ---------------------------------------- --------------------------
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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
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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)
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Indiana Home Loan Practices Act, Ind.
Indiana Code Xxx.ss.ss.24-9-1-1 et seq. High Cost Home Loans
Effective January 1, 2005; amended by
2005 HB 1179, effective July 1, 2005
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Kansas Consumer Credit Code, Kan. Stat. Xxx. High Loan to Value
ss.ss.16a-1-101 et seq. Consumer Loan (xx.xx.
16a-3-207) and;
Sections 16a-1-301 and 16a-3-207
became effective April 14, 1999;
Section 16a-3-308a became effective
July 1, 1999
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
High APR Consumer Loan
(id.ss.16a-3-308a)
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Kentucky 2003 KY H.B. 287 - High Cost Home Loan High Cost Home Loan
Act, Ky. Rev. Stat.ss.ss.360.100 et seq.
Effective June 24, 2003
---------------------------- ---------------------------------------- --------------------------
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Maine Truth in Lending, Me. Rev. Stat. tit. High Rate High Fee
9-A,ss.ss.8-101 et seq. Mortgage
Effective September 29, 1995 and as
amended from time to time
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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
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New Jersey New Jersey Home Ownership Security Act High Cost Home Loan
of 2002, N.J. Rev. Stat.ss.ss.46:10B-22
et seq.
Effective for loans closed on or after
November 27, 2003
---------------------------- ---------------------------------------- --------------------------
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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
---------------------------- ---------------------------------------- --------------------------
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New York N.Y. Banking Law Article 6-l High Cost Home Loan
Effective for applications made on or
after April 1, 2003
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North Carolina Restrictions and Limitations on High High Cost Home Loan
Cost Home Loans, N.C. Gen. Xxxx.xx.xx.
24-1.1E et seq.
Effective July 1, 2000; amended
October 1, 2003 (adding open-end lines
of credit)
---------------------------- ---------------------------------------- --------------------------
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Ohio H.B. 386 (codified in various sections Covered Loan
of the Ohio Code), Ohio Rev. Code Xxx.
ss.ss.1349.25 et seq.
Effective May 24, 2002
---------------------------- ---------------------------------------- --------------------------
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Rhode Island Rhode Island Home Loan Protection Act, High Cost Home Loan
R.I. Gen. Lawsss.ss.34-25.2-1 et seq.
Effective December 31, 2006
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Oklahoma Consumer Credit Code (codified in Subsection 10 Mortgage
various sections of Title 14A)
Effective July 1, 2000; amended
effective January 1, 2004
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South Carolina South Carolina High Cost and Consumer High Cost Home Loan
Home Loans Act, S.C. Code Xxx.xx.xx.
37-23-10 et seq.
Effective for loans taken on or after
January 1, 2004
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Tennessee Tennessee Home Loan Protection Act, High Cost Home Loan
Tenn. Code Xxx.ss.ss.00-00-000 et seq.
Effective January 1, 2007
---------------------------- ---------------------------------------- --------------------------
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West Virginia West Virginia Residential Mortgage West Virginia Mortgage
Lender, Broker and Servicer Act, W. Loan Act Loan
Va. Code Xxx.ss.ss.31-17-1 et seq.
Effective June 5, 2002
---------------------------- ---------------------------------------- --------------------------
STANDARD & POOR'S COVERED LOAN CATEGORIZATION
---------------------------- ---------------------------------------- --------------------------
State/Jurisdiction Name of Anti-Predatory Lending Category under
Applicable
Anti-Predatory Lending
Law/Effective Date Law
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code Covered Loan
Mar. 6, 2003) Xxx.ss.ss.7-6A-1 et seq.
Effective October 1, 2002 - March 6,
2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
New Jersey New Jersey Home Ownership Security Act Covered Home Loan
of 2002, N.J. Rev. Stat.ss.ss.46:10B-22
et seq.
Effective November 27, 2003 - July 5,
2004
---------------------------- ---------------------------------------- --------------------------
STANDARD & POOR'S HOME LOAN CATEGORIZATION
------------------------------------------------------------------------------------------------
---------------------------- ---------------------------------------- --------------------------
State/Jurisdiction Name of Anti-Predatory Lending Category under
Applicable
Anti-Predatory Lending
Law/Effective Date Law
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code Home Loan
Mar. 6, 2003) Xxx.ss.ss.7-6A-1 et seq.
Effective October 1, 2002 - March 6,
2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
New Jersey New Jersey Home Ownership Security Act Home Loan
of 2002, N.J. Rev. Stat.ss.ss.46:10B-22
et seq.
Effective for loans closed on or after
November 27, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
New Mexico Home Loan Protection Act, N.M. Rev. Home Loan
Stat.ss.ss.58-21A-1 et seq.
Effective as of January 1, 2004;
Revised as of February 26, 2004
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
North Carolina Restrictions and Limitations on High Consumer Home Loan
Cost Home Loans, N.C. Gen. Xxxx.xx.xx.
24-1.1E et seq.
Effective July 1, 2000; amended
October 1, 2003 (adding open-end lines
of credit)
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
South Carolina South Carolina High Cost and Consumer Consumer Home Loan
Home Loans Act, S.C. Code Xxx.xx.xx.
37-23-10 et seq.
Effective for loans taken on or after
January 1, 2004
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