EXECUTION COPY
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of February 27, 2006, between
Residential Funding Corporation, a Delaware corporation ("RFC") and Residential Asset
Mortgage Products, Inc., a Delaware corporation (the "Company").
Recitals
A. RFC has entered into seller contracts ("Seller Contracts") with the seller/servicers
pursuant to which such seller/servicers sell mortgage loans to RFC.
B. The Company wishes to purchase from RFC certain Mortgage Loans (as hereinafter
defined) originated pursuant to the Seller Contracts.
C. The Company, RFC, as master servicer, and JPMorgan Chase Bank, N.A., as trustee (the
"Trustee"), are entering into a Pooling and Servicing Agreement dated as of
February 1, 2006 (the "Pooling and Servicing Agreement"), pursuant to which the Trust will
issue Mortgage Asset-Backed Pass-Through Certificates, Series 2006-RZ1 (the "Certificates")
consisting of fifteen classes designated as Class A-1, Class X-0, Xxxxx X-0, Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
Class SB, Class R-I and Class R-II, representing beneficial ownership interests in a trust
fund consisting primarily of a pool of fixed and adjustable rate one- to four-family
mortgage loans identified on Exhibit F to the Pooling and Servicing Agreement (the "Mortgage
Loans").
D. In connection with the purchase of the Mortgage Loans, the Company will assign to RFC
a de minimis portion of the Class R-I and Class R-II Certificates (the "Retained
Certificates").
E. In connection with the purchase of the Mortgage Loans and the issuance of the
Certificates, RFC wishes to make certain representations and warranties to the Company.
F. The Company and RFC intend that the conveyance by RFC to the Company of all its
right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a purchase and sale and not a loan.
NOW THEREFORE, in consideration of the recitals and the mutual promises herein and
other good and valuable consideration, the parties agree as follows:
1. All capitalized terms used but not defined herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.
2. Concurrently with the execution and delivery hereof, RFC hereby assigns to the
Company without recourse all of its right, title and interest in and to the Mortgage Loans,
including all interest and principal received on or with respect to the Mortgage Loans after
the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans in
the month of the Cut-off Date). In consideration of such assignment, RFC will receive from
the Company, in immediately available funds, an amount equal to $476,746,593.75, including
accrued interest, and the Retained Certificates. In connection with such assignment and at
the Company's direction, RFC has in respect of each Mortgage Loan endorsed the related
Mortgage Note (other than any Destroyed Mortgage Note, as defined in the following sentence)
to the order of the Trustee and delivered an assignment of mortgage in recordable form to
the Trustee or its agent. A Destroyed Mortgage Note means a Mortgage Note the original of
which was permanently lost or destroyed.
The Company and RFC intend that the conveyance by RFC to the Company of all
its right, title and interest in and to the Mortgage Loans pursuant to this Section 2 shall
be, and be construed as, a sale of the Mortgage Loans by RFC to the Company. It is,
further, not intended that such conveyance be deemed to be a pledge of the Mortgage Loans by
RFC to the Company to secure a debt or other obligation of RFC. Nonetheless, (a) this
Agreement is intended to be and hereby is deemed to be a security agreement within the
meaning of Articles 8 and 9 of the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in
this Section shall be deemed to be a grant by RFC to the Company of a security interest in
all of RFC's right (including the power to convey title thereto), title and interest,
whether now owned or hereafter acquired, in and to (A) the Mortgage Loans, including the
Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the
related Mortgage Files, (B) all amounts payable pursuant to the Mortgage Loans in accordance
with the terms thereof and (C) any and all general intangibles consisting of, arising from
or relating to any of the foregoing, and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other property,
including, without limitation, all amounts from time to time held or invested in the
Certificate Account or the Custodial Account, whether in the form of cash, instruments,
securities or other property; (c) the possession by the Trustee, the Custodian or any other
agent of the Trustee of Mortgage Notes or such other items of property as constitute
instruments, money, payment intangibles, negotiable documents, goods, deposit accounts,
letters of credit, advices of credit, investment property, certificated securities or
chattel paper shall be deemed to be "possession by the secured party", or possession by a
purchaser or a person designated by such secured party, for purposes of perfecting the
security interest pursuant to the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction (including, without limitation,
Sections 8-106, 9-313 and 9-106 thereof); and (d) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law. RFC shall, to the extent
consistent with this Agreement, take such reasonable actions as may be necessary to ensure
that, if this Agreement were deemed to create a security interest in the Mortgage Loans and
the other property described above, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained as such
throughout the term of this Agreement. Without limiting the generality of the foregoing, RFC
shall prepare and deliver to the Company not less than 15 days prior to any filing date, and
the Company shall file, or shall cause to be filed, at the expense of RFC, all filings
necessary to maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the Company's security interest
in or lien on the Mortgage Loans including without limitation (x) continuation statements,
and (y) such other statements as may be occasioned by (1) any change of name of RFC or the
Company, (2) any change of location of the place of business, state of formation or the
chief executive office of RFC, or (3) any transfer of any interest of RFC in any Mortgage
Loan.
3. Concurrently with the execution and delivery hereof, the Company hereby assigns to
RFC without recourse all of its right, title and interest in and to the Retained
Certificates as part of the consideration payable to RFC by the Company pursuant to this
Agreement.
4. RFC represents and warrants to the Company that on the date of execution hereof (or,
if otherwise specified below, as of the date so specified):
(a) The information set forth in the Mortgage Loan Schedule for such
Mortgage Loans is true and correct in all material respects as of the date or dates
respecting which such information is furnished;
(b) Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1);
(c) Immediately prior to the conveyance of the Mortgage Loans to the
Company, RFC had good title to, and was the sole owner of, each Mortgage Loan free
and clear of any pledge, lien, encumbrance or security interest (other than rights to
servicing and related compensation) and such conveyance validly transfers ownership
of the Mortgage Loans to the Company free and clear of any pledge, lien, encumbrance
or security interest;
(d) Each Mortgage Note constitutes a legal, valid and binding obligation of
the Mortgagor enforceable in accordance with its terms except as limited by
bankruptcy, insolvency or other similar laws affecting generally the enforcement of
creditors' rights;
(e) To the best of RFC's knowledge as of the Cut-off Date, there is no
default, breach, violation or event of acceleration existing under the terms of any
Mortgage Note or Mortgage and no event which, with notice and expiration of any grace
or cure period, would constitute a default, breach, violation or event of
acceleration under the terms of any Mortgage Note or Mortgage, and no such default,
breach, violation or event of acceleration has been waived by RFC or by any other
entity involved in servicing a Mortgage Loan;
(f) As of the Cut-off Date, none of the Mortgage Loans are 30 days or more
delinquent in payment of principal and interest;
(g) None of the Mortgage Loans are buydown Mortgage Loans;
(h) To the best of RFC's knowledge, there is no delinquent tax or
assessment lien against any related Mortgaged Property;
(i) No Mortgagor has any valid right of offset, defense or counterclaim as
to the related Mortgage Note or Mortgage, except as may be provided under the Relief
Act;
(j) No Mortgage Loan provides for payments that are subject to reduction by
withholding taxes levied by any foreign (non-United States) sovereign government;
(k) (1) The proceeds of each Mortgage Loan have been fully disbursed and
(2) to the best of Seller's knowledge, there is no requirement for future advances
thereunder and any and all requirements as to completion of any on-site or off-site
improvements and as to disbursements of any escrow funds therefor (including any
escrow funds held to make Monthly Payments pending completion of such improvements)
have been complied with. All costs, fees and expenses incurred in making, closing or
recording the Mortgage Loans were paid;
(l) To the best of RFC's knowledge, with respect to each Mortgage Loan,
there are no mechanics' liens or claims for work, labor or material affecting any
Mortgaged Property which are or may be a lien prior to, or equal with, the lien of
the related Mortgage, except such liens that are insured or indemnified against by a
title insurance policy;
(m) With respect to each Mortgage Loan, a policy of title insurance was
effective as of the closing of each Mortgage Loan, is valid and binding, and remains
in full force and effect, unless the Mortgaged Properties are located in the State of
Iowa and an attorney's certificate has been provided;
(n) To the best of RFC's knowledge, 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;
(o) Each Mortgage contains customary and enforceable provisions which
render the rights and remedies of the holder adequate to realize the benefits of the
security against the Mortgaged Property, including (i) in the case of a Mortgage that
is a deed of trust, by trustee's sale, or (ii) by judicial foreclosure or, if
applicable, non-judicial foreclosure, and to the best of RFC's knowledge, there is no
homestead or other exemption available to the Mortgagor that would interfere with
such right to sell at a trustee's sale or right to foreclosure, subject in each case
to applicable federal and state laws and judicial precedents with respect to
bankruptcy and right of redemption;
(p) To the best of RFC's knowledge, with respect to each Mortgage that is a
deed of trust, a trustee duly qualified under applicable law to serve as such is
properly named, designated and serving, and except in connection with a trustee's
sale after default by a Mortgagor, no fees or expenses are payable by the seller or
RFC to the trustee under any Mortgage that is a deed of trust;
(q) If the improvements securing a Mortgage Loan are located in a federal
designated special flood hazard area, flood insurance in the amount required under
the Program Guide covers such Mortgaged Property (either by coverage under the
federal flood insurance program or by coverage from private insurers);
(r) With respect to each Mortgage Loan, any appraisal made in connection
with the origination of the Mortgage Loan was made by an appraiser who meets the
minimum qualifications for appraisers as specified in the Program Guide;
(s) Each Mortgage Loan is covered by a standard hazard insurance policy;
(t) 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;
(u) No Mortgage Loan was originated on or after October 1, 2002 and before
March 7, 2003, which is secured by property located in the State of Georgia;
(v) As of the Cut-off Date, none of the Mortgage Loans are secured by a
leasehold estate. 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;
(w) Each Mortgage Loan as of the time of its origination complied in all
material respects with all applicable local, state and federal laws, including, but
not limited to, all applicable predatory lending laws;
(x) None of the Mortgage Loans are subject to the Home Ownership and Equity
Protection Act of 1994. None of the Mortgage Loans are loans that, under applicable
state or local law in effect at the time of origination of the loan, are referred to
as (1) "high cost" or "covered" loans or (2) any other similar designation if the
law imposes greater restrictions or additional legal liability for residential
mortgage loans with high interest rates, points and/or fees;
(y) To the best of RFC's knowledge, the Subservicer for each Mortgage Loan
has accurately and fully reported its borrower credit files to each of the Credit
Repositories in a timely manner;
(z) None of the proceeds of any Mortgage Loan were used to finance the
purchase of single premium credit insurance policies;
(aa) No 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 5.6c Revised, Appendix E) (attached hereto as Exhibit A)); provided that no
representation and warranty is made in this clause (aa) with respect to any Mortgage
Loan secured by a Mortgaged Property located in the States of Kansas or West
Virginia; and provided further that no Qualified Substitute Mortgage Loan shall be a
High Cost Loan or Covered Loan (as such terms are defined in Appendix E of the
Standard & Poor's Glossary For File Format For LEVELS(R)in effect on the date of
substitution, with such exceptions thereto as the Company and Standard & Poor's may
reasonably agree);
(bb) No Mortgage Property consists of a mobile home or a manufactured
housing unit that is not permanently affixed to its foundation;
(cc) The proceeds of the Mortgage Loan have been fully disbursed, there is
no requirement for future advances thereunder;
(dd) With respect to each Mortgage Loan, either (i) each Mortgage Loan
contains a customary provision for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan in the event the related Mortgaged Property is
sold without the prior consent of the mortgagee thereunder or (ii) the Mortgage Loan
is assumable pursuant to the terms of the Mortgage Note;
(ee) No Mortgage Loan has a prepayment penalty term that extends beyond five
years after the date of origination;
(ff) No Mortgage Loan provides for deferred interest or negative
amortization; and
(gg) Each Mortgage Loan listed on the attached Exhibit B has an original
term to maturity of 360 months and an original amortization term of 480 months.
Upon discovery by RFC or upon notice from the Company or the Trustee of a breach of
the foregoing representations and warranties in respect of any Mortgage Loan, or upon the
occurrence of a Repurchase Event as described in Section 5 below, which materially and
adversely affects the interests of any holders of the Certificates or the Company in such
Mortgage Loan (notice of which breach or occurrence shall be given to the Company by RFC, if
it discovers the same), RFC shall, within 90 days after the earlier of its discovery or
receipt of notice thereof, either cure such breach or Repurchase Event in all material
respects or, except as otherwise provided in Section 2.04 of the Pooling and Servicing
Agreement, either (i) purchase such Mortgage Loan from the Trustee or the Company, as the
case may be, at a price equal to the Purchase Price for such Mortgage Loan or (ii)
substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan in the
manner and subject to the limitations set forth in Section 2.04 of the Pooling and Servicing
Agreement. If the breach of representation and warranty that gave rise to the obligation to
repurchase or substitute a Mortgage Loan pursuant to this Section 4 was the representation
set forth in clause (w) of this Section 4, then RFC shall pay to the Trust Fund,
concurrently with and in addition to the remedies provided in the preceding sentence, an
amount equal to any liability, penalty or expense that was actually incurred and paid out of
or on behalf of the Trust Fund, and that directly resulted from such breach, or if incurred
and paid by the Trust Fund thereafter, concurrently with such payment.
5. With respect to each Mortgage Loan, a repurchase event ("Repurchase Event") shall
have occurred if it is discovered that, as of the date hereof, the related Mortgage was not
a valid first lien on the related Mortgaged Property subject only to (i) the lien of real
property taxes and assessments not yet due and payable, (ii) covenants, conditions, and
restrictions, rights of way, easements and other matters of public record as of the date of
recording of such Mortgage and such other permissible title exceptions as are listed in the
Program Guide and (iii) other matters to which like properties are commonly subject which do
not materially adversely affect the value, use, enjoyment or marketability of the Mortgaged
Property. In addition, with respect to any Mortgage Loan as to which the Company delivers
to the Trustee or the Custodian an affidavit certifying that the original Mortgage Note has
been lost or destroyed, if such Mortgage Loan subsequently is in default and the enforcement
thereof or of the related Mortgage is materially adversely affected by the absence of the
original Mortgage Note, a Repurchase Event shall be deemed to have occurred and RFC will be
obligated to repurchase or substitute for such Mortgage Loan in the manner set forth in
Section 4 above.
RFC hereby represents and warrants to the Company that, with respect to each
Mortgage Loan, the REMIC's tax basis in each Mortgage Loan as of the Closing Date is equal
to or greater than 100% of the Stated Principal Balance thereof.
[Signature Page Follows]
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 as of the date first above written.
RESIDENTIAL FUNDING CORPORATION
By:
Name:
Title:
RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
By:
Name:
Title:
EXHIBIT A
APPENDIX E OF THE STANDARD & POOR'S GLOSSARY FOR
FILE FORMAT FOR LEVELS(R)VERSION 5.6
REVISED July 11, 0000
XXXXXXXX X - STANDARD & POOR'S PREDATORY LENDING CATEGORIES
Standard & Poor's has categorized loans governed by anti-predatory lending laws in the
Jurisdictions listed below into three categories based upon a combination of factors that
include (a) the risk exposure associated with the assignee liability and (b) the tests and
thresholds set forth in those laws. Note that certain loans classified by the relevant
statute as Covered are included in Standard & Poor's High Cost Loan Category because they
included thresholds and tests that are typical of what is generally considered High Cost by
the industry.
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
------------------------------------------------------------------------------------------------
---------------------------------------- --------------------------
State/Jurisdiction Name of Anti-Predatory Lending Category under
Applicable
Anti-Predatory Lending
Law/Effective Date Law
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Arkansas Arkansas Home Loan Protection Act, High Cost Home Loan
Ark. Code Xxx.ss.ss.00-00-000 et seq.
Effective July 16, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Code Covered Loan
ss.ss.757.01 et seq.
Effective June 2, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Colorado Consumer Equity Protection, Colo. Covered Loan
Stat. Xxx.ss.ss.5-3.5-101 et seq.
Effective for covered loans offered or
entered into on or after 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
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
HOEPA Section 32 Home Ownership and Equity Protection High Cost Loan
Act of 1994, 15 U.S.C.ss.1639, 12
C.F.R.ss.ss.226.32 and 226.34
Effective October 1, 1995, amendments
October 1, 2002
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Illinois High Risk Home Loan Act, Ill. Comp. High Risk Home Loan
Stat. tit. 815,ss.ss.137/5 et seq.
Effective January 1, 2004 (prior to
this date, regulations under
Residential Mortgage License Act
effective from May 14, 2001)
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Kansas Consumer Credit Code, Kan. Stat. Xxx. High Loan to Value
ss.ss.16a-1-101 et seq. Consumer Loan (xx.xx.
16a-3-207) and;
Sections 16a-1-301 and 16a-3-207
became effective April 14, 1999;
Section 16a-3-308a became effective
July 1, 1999
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
High APR Consumer Loan
(id.ss.16a-3-308a)
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Kentucky 2003 KY H.B. 287 - High Cost Home Loan High Cost Home Loan
Act, Ky. Rev. Stat.ss.ss.360.100 et seq.
Effective June 24, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Maine Truth in Lending, Me. Rev. Stat. tit. High Rate High Fee
9-A,ss.ss.8-101 et seq. Mortgage
Effective September 29, 1995 and as
amended from time to time
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Massachusetts Part 40 and Part 32, 209 X.X.X.xx.xx. High Cost Home Loan
32.00 et seq. and 209 C.M.R.ss.ss.40.01
et seq.
Effective March 22, 2001 and amended
from time to time
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. Home Loan
ss.ss.598D.010 et seq.
Effective October 1, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
New Jersey New Jersey Home Ownership Security Act High Cost Home Loan
of 2002, N.J. Rev. Stat.ss.ss.46:10B-22
et seq.
Effective for loans closed on or after
November 27, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
New Mexico Home Loan Protection Act, N.M. Rev. High Cost Home Loan
Stat.ss.ss.58-21A-1 et seq.
Effective as of 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 High Cost Home Loan
Cost Home Loans, N.C. Gen. Xxxx.xx.xx.
24-1.1E et seq.
Effective July 1, 2000; amended
October 1, 2003 (adding open-end lines
of credit)
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Ohio H.B. 386 (codified in various sections Covered Loan
of the Ohio Code), Ohio Rev. Code Xxx.
ss.ss.1349.25 et seq.
Effective May 24, 2002
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Oklahoma Consumer Credit Code (codified in Subsection 10 Mortgage
various sections of Title 14A)
Effective July 1, 2000; amended
effective January 1, 2004
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
South Carolina South Carolina High Cost and Consumer High Cost Home Loan
Home Loans Act, S.C. Code Xxx.xx.xx.
37-23-10 et seq.
Effective for loans taken on or after
January 1, 2004
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
West Virginia West Virginia Residential Mortgage West Virginia Mortgage
Lender, Broker and Servicer Act, W. Loan Act Loan
Va. Code Xxx.ss.ss.31-17-1 et seq.
Effective June 5, 2002
---------------------------- ---------------------------------------- --------------------------
STANDARD & POOR'S COVERED LOAN CATEGORIZATION
---------------------------- ---------------------------------------- --------------------------
State/Jurisdiction Name of Anti-Predatory Lending Category under
Applicable
Anti-Predatory Lending
Law/Effective Date Law
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code Covered Loan
Mar. 6, 2003) Xxx.ss.ss.7-6A-1 et seq.
Effective October 1, 2002 - March 6,
2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
New Jersey New Jersey Home Ownership Security Act Covered Home Loan
of 2002, N.J. Rev. Stat.ss.ss.46:10B-22
et seq.
Effective November 27, 2003 - July 5,
2004
---------------------------- ---------------------------------------- --------------------------
STANDARD & POOR'S HOME LOAN CATEGORIZATION
------------------------------------------------------------------------------------------------
---------------------------- ---------------------------------------- --------------------------
State/Jurisdiction Name of Anti-Predatory Lending Category under
Applicable
Anti-Predatory Lending
Law/Effective Date Law
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code Home Loan
Mar. 6, 2003) Xxx.ss.ss.7-6A-1 et seq.
Effective October 1, 2002 - March 6,
2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
New Jersey New Jersey Home Ownership Security Act Home Loan
of 2002, N.J. Rev. Stat.ss.ss.46:10B-22
et seq.
Effective for loans closed on or after
November 27, 2003
---------------------------- ---------------------------------------- --------------------------
---------------------------- ---------------------------------------- --------------------------
New Mexico Home Loan Protection Act, N.M. Rev. Home Loan
Stat.ss.ss.58-21A-1 et seq.
Effective as of 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
---------------------------- ---------------------------------------- --------------------------
EXHIBIT A
LIST OF MORTGAGE LOANS WITH ORIGINAL TERM TO MATURITY
OF 360 MONTHS AND AN ORIGINAL AMORTIZATION TERM OF 480 MONTHS
[SEE ATTACHMENT]