ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of February 23, 2007, between Residential Funding
Company, LLC, a Delaware limited liability company ("RFC") and Residential Asset Securities Corporation, a
Delaware corporation (the "Company").
Recitals
A. RFC has entered into seller contracts ("Seller Contracts") with certain sellers and servicers.
B. The Company wishes to purchase from RFC certain Mortgage Loans (as hereinafter defined)
originated pursuant to the Seller Contracts with respect thereto.
C. The Company, RFC, as master servicer, and U.S. Bank National Association, as trustee (the
"Trustee"), are entering into a Pooling and Servicing Agreement dated as of February 1, 2007 (the "Pooling and
Servicing Agreement"), pursuant to which the Trust proposes to issue Home Equity Mortgage Asset-Backed
Pass-Through Certificates, Series 2007-KS2 (the "Certificates") consisting of seventeen classes designated as
Class A-I-1, Class A-I-2, Class A-I-3, Class A-I-4, A-II, Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class SB and Class R Certificates,
representing beneficial ownership interests solely in a trust fund consisting primarily of a pool that will
be divided into (i) the adjustable and fixed rate one-to four-family mortgage loans identified on Exhibit F-1
to the Pooling and Servicing Agreement (the "Group I Loans") and (ii) the adjustable and fixed rate one- to
four-family mortgage loans identified on Exhibit F-2 to the Pooling and Servicing Agreement (the "Group II
Loans," and together with the Group I Loans, the "Mortgage Loans").
D. In connection with the purchase of the Mortgage Loans, the Company will assign to RFC the
Class R 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 February 2007). In consideration of such assignment, RFC
will receive from the Company, in immediately available funds, an amount equal to $1,011,016,044.23 and the
Retained Certificates. In connection with such assignment and at the Company's direction, RFC has in respect
of each Mortgage Loan endorsed the related Mortgage Note (other than any Destroyed Mortgage Note, hereinafter
defined) to the order of the Trustee and delivered an assignment of mortgage in recordable form to the
Trustee or its agent. A "Destroyed Mortgage Note" means a Mortgage Note the original of which was
permanently lost or destroyed.
The Company and RFC intend that the conveyance by RFC to the Company of all its right, title and
interest in and to the Mortgage Loans pursuant to this Section 2 shall be, and be construed as, a sale of the
Mortgage Loans by RFC to the Company. It is, further, not intended that such conveyance be deemed to be a
pledge of the Mortgage Loans by RFC to the Company to secure a debt or other obligation of RFC. Nonetheless
(a) this Agreement is intended to be and hereby is deemed to be a security agreement within the meaning of
Articles 8 and 9 of the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction; (b) the conveyance provided for in this Section shall be deemed to be a grant by RFC
to the Company of a security interest in all of RFC's right (including the power to convey title thereto),
title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage Loans, including the
Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage
Files, (B) all amounts payable pursuant to the Mortgage Loans in accordance with the terms thereof and (C)
any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including, without limitation, all amounts from time to time held or invested in the
Certificate Account or the Custodial Account, whether in the form of cash, instruments, securities or other
property; (c) the possession by the Trustee, the Custodian or any other agent of the Trustee of Mortgage
Notes or such other items of property as constitute instruments, money, payment intangibles, negotiable
documents, goods, deposit accounts, letters of credit, advices of credit, investment property, certificated
securities or chattel paper shall be deemed to be "possession by the secured party," or possession by a
purchaser or a person designated by such secured party, for purposes of perfecting the security interest
pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction (including without limitation, Sections 8-106, 9-313 and 9-106 thereof); and (d) notifications
to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security
interest under applicable law. RFC shall, to the extent consistent with this Agreement, take such reasonable
actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in
the Mortgage Loans and the other property described above, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be maintained as such throughout
the term of this Agreement. Without limiting the generality of the foregoing, RFC shall prepare and deliver
to the Company not less than 15 days prior to any filing date, and the Company shall file, or shall cause to
be filed, at the expense of RFC, all filings necessary to maintain the effectiveness of any original filings
necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Company's
security interest in or lien on the Mortgage Loans including without limitation (x) continuation statements,
and (y) such other statements as may be occasioned by (1) any change of name of RFC or the Company, (2) any
change of location of the state of formation, place of business or the chief executive office of RFC, or
(3) any transfer of any interest of RFC in any Mortgage Loan.
3. Concurrently with the execution and delivery hereof, the Company hereby assigns to RFC without
recourse all of its right, title and interest in and to the Retained Certificates as part of the
consideration payable to RFC by the Company pursuant to this Agreement.
4. RFC represents and warrants to the Company, with respect to each Mortgage Loan that on the date of
execution hereof (or, if otherwise specified below, as of the date so specified and provided that all
percentages of the Mortgage Loans described in this Section 4 are approximate percentages by outstanding
principal balance determined as of the Cut-off Date after deducting payments due during the month of the
Cut-off Date):
(i) Immediately prior to the delivery of the Mortgage Loans to the Company, RFC had good title to, and was
the sole owner of, each Mortgage Loan free and clear of any pledge, lien or security interest (other than
(a) rights to servicing and related compensation, and (b) any senior lien relating to a Mortgage Loan listed
on Schedule A attached hereto (the "Junior Lien Mortgage Loans")) and had full right and authority to sell
and assign the Mortgage Loans pursuant to this Agreement.
(ii) The proceeds of the Mortgage Loan have been fully disbursed, there is no requirement for future
advances thereunder and any and all requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor (including any escrow funds held to make Monthly Payments
pending completion of such improvements) have been complied with. All costs, fees and expenses incurred in
making, closing or recording the Mortgage Loans were paid.
(iii) The Mortgagor (including any party secondarily liable under the Mortgage File) has no right of
set-off, defense, counterclaim or right of rescission as to any document in the Mortgage File except as may be
provided under the Relief Act.
(iv) RFC and any other originator, servicer or other previous owner of each Mortgage Loan has obtained all
licenses and effected all registrations required under all applicable local, state and federal laws,
regulations and orders, including without limitation truth in lending and disclosure laws, necessary to own
or originate the Mortgage Loans (the failure to obtain such licenses or to comply with such laws, regulations
and orders would make such Mortgage Loans void or voidable).
(v) A policy of title insurance, in the form and amount that is in material compliance with the Program
Guide, was effective as of the closing of each Mortgage Loan, is valid and binding, and remains in full force
and effect except for Mortgaged Properties located in the State of Iowa where an attorney's certificate has
been provided in accordance with the Program Guide. No claims have been made under such title insurance
policy and no holder of the related mortgage, including RFC, has done or omitted to do anything which would
impair the coverage of such title insurance policy.
(vi) Each Mortgage Loan is a valid and enforceable first lien (or in the case of the Junior Lien Mortgage
Loans, junior lien) on the Mortgaged Property subject only to (1) the lien of nondelinquent current real
property taxes and assessments, (2) covenants, conditions and restrictions, rights of way, easements and
other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of
record being acceptable to mortgage lending institutions generally or specifically reflected in the appraisal
made in connection with the origination of the related Mortgage Loan, and (3) other matters to which like
properties are commonly subject that do not materially interfere with the benefits of the security intended
to be provided by such Mortgage.
(vii) All improvements which were considered in determining the Appraised Value of the Mortgaged Property
lie wholly within the boundaries and the building restriction lines of the Mortgaged Premises, or the policy
of title insurance affirmatively insures against loss or damage by reason of any violation, variation,
encroachment or adverse circumstance that either is disclosed or would have been disclosed by an accurate
survey.
(viii) There are no delinquent tax or delinquent assessment liens against the related Mortgaged Property, and
there are no mechanic's liens or claims for work, labor or material or any other liens affecting such
Mortgaged Property which are or may be a lien prior to, or equal with, the lien of the Mortgage assigned to
RFC, except those liens that are insured against by the policy of title insurance and described in (v) above.
(ix) Each Mortgaged Property is free of material damage and is in good repair and no notice of condemnation
has been given with respect thereto.
(x) The improvements upon the Mortgaged Property are insured against loss by fire and other hazards as
required by the Program Guide, including flood insurance if required under the National Flood Insurance Act
of 1968, as amended. The Mortgage requires the Mortgagor to maintain such casualty insurance at the
Mortgagor's expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain
and maintain such insurance at the Mortgagor's expense and to seek reimbursement therefore from the Mortgagor.
(xi) The appraisal was made by an appraiser who meets the minimum qualifications for appraisers as
specified in the Program Guide.
(xii) Each Mortgage Note and Mortgage constitutes a legal, valid and binding obligation of the Mortgagor
enforceable in accordance with its terms except as limited by bankruptcy, insolvency or other similar laws
affecting generally the enforcement of creditors' rights.
(xiii) Each Mortgage Loan is covered by a standard hazard insurance policy.
(xiv) None of the Mortgage Loans are secured by a leasehold estate.
(xv) The information set forth on the Mortgage Loan Schedule with respect to each Mortgage Loan is true and
correct in all material respects as of the date or dates which such information is furnished.
(xvi) None of the Mortgage Loans are 30 to 59 days Delinquent in payment of principal and interest. None of
the Mortgage Loans are 60 to 89 days Delinquent in the payment of principal or interest. None of the
Mortgage Loans are 90 or more days Delinquent in the payment of principal or interest. 0.2% of the Mortgage
Loans have been a maximum of 30 or more days Delinquent in payment of principal or interest in the last 12
months. For the purposes of this representation a Mortgage Loan is considered Delinquent if a Subservicer or
the Master Servicer has made any advances on the Mortgage Loan that have not been reimbursed out of payments
by the mortgagor or on the mortgagor's behalf from a source other than a Subservicer, a Seller, the Master
Servicer or an affiliated entity of either.
(xvii) None of the Mortgage Loans with Loan-to-Value Ratios, or combined Loan-to-Value Ratios with respect to
Junior Lien Loans, at origination in excess of 80% are insured by a borrower-paid, primary mortgage insurance
policy.
(xviii) The weighted average Loan-to-Value Ratio with respect to Group I Loans, and the Group II Loans, in
each case by outstanding principal balance at origination, is 82.7% and 82.6%, respectively.
(xix) No more than approximately 0.3% of the Group I Loans are located in any one zip code area in
California and no more than approximately 0.3% of the Group I Loans are located in any one zip code area
outside of California.
(xx) 99.5% of the Group I Loans and all of the Group II Loans that are adjustable-rate loans will adjust
semi-annually based on Six-Month LIBOR (as defined in the Prospectus Supplement), and 0.5% of the Group I
Loans that are adjustable-rate loans will adjust annually based on One-Year LIBOR (as defined in the
Prospectus Supplement ). Each of the Mortgage Loans that are adjustable-rate loans will adjust on the
Adjustment Date specified in the related Mortgage Note to a rate equal to the sum (rounded as described in
the Prospectus Supplement) of the related Index described in the Prospectus Supplement and the Note Margin
set forth in the related Mortgage Note, subject to the limitations described in the Prospectus Supplement,
and each Mortgage Loan has an original term to maturity from the date on which the first monthly payment is
due of not more than approximately 30 years. On each Adjustment Date, the Mortgage Rate on each Mortgage
Loan that is an adjustable-rate loan will be adjusted to equal the related Index plus the related Gross
Margin, subject in each case to the Periodic Rate Cap, the Mortgage Rate and the Minimum Mortgage Rate. The
amount of the monthly payment on each Mortgage Loan that is an adjustable-rate loan will be adjusted on the
first day of the month following the month in which the Adjustment Date occurs to equal the amount necessary
to pay interest at the then-applicable Mortgage Rate to fully amortize the outstanding principal balance of
such Mortgage Loan over its remaining term to stated maturity. No Mortgage Loan is subject to negative
amortization.
(xxi) With respect to each Mortgage constituting a deed of trust, a trustee, duly qualified under applicable
law to serve as such, has been properly designated and currently so serves and is named in such Mortgage, and
no fees or expenses are or will become payable by the holder of the Mortgage Loan to the trustee under the
deed of trust, except in connection with a trustee's sale after default by the Mortgagor.
(xxii) Approximately 11.0% and 9.4% of the Mortgaged Properties related to the Group I Loans and the Group II
Loans, respectively, are units in detached planned unit developments. Approximately 1.7% and 2.8% of the
Mortgaged Properties related to the Group I Loans and Group II Loans, respectively, are units in attached
planned unit developments. Approximately 0.7% and 0.6% of the Mortgaged Properties related to the Group I
Loans and the Group II Loans, respectively, are units in townhouses. Approximately 5.2% and 3.8% of the
Mortgaged Properties related to the Group I Loans and the Group II Loans, respectively, are condominium
units. Approximately 0.1% and 0.1% of the Mortgaged Properties related to the Group I Loans and the Group II
Loans, respectively, are leaseholds. Each Mortgaged Property is suitable for year-round occupancy.
(xxiii) Approximately 92.9% of the Mortgaged Properties related to the Mortgage Loans are secured by the
owner's primary residence. Approximately 1.8% of the Mortgaged Properties related to the Mortgage Loans are
secured by the owner's second or vacation residence. Approximately 5.3% of the Mortgaged Properties related
to the Mortgage Loans are secured by a non-owner occupied residence.
(xxiv) Approximately 73.8% and 77.9% of the Mortgaged Properties related to the Group I Loans and the Group
II Loans, respectively, are secured by detached one-family dwelling units. Approximately 7.4% and 5.6% of
the Mortgaged Properties related to the Group I Loans and the Group II Loans, respectively, are secured by
two- to four-family dwelling units.
(xxv) The average outstanding principal balance of the Group I Loans at origination was approximately
$167,047. The average outstanding principal balance of the Group II Loans at origination was approximately
$182,161. No Group I Loan or Group II Loan at origination had a principal balance of less than $10,000 and
$15,000 or more than $ 1,000,000 and $416,100, respectively.
(xxvi) As of the Cut-off Date, all Mortgage Rate adjustments on the Mortgage Loans that have reached an
Adjustment Date have been done in accordance with the terms of the related Mortgage Note.
(xxvii) 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.
(xxviii) Except as otherwise specifically set forth herein, there is no default, breach, violation or
event of acceleration existing under any Mortgage Note or Mortgage and no event which, with notice and
expiration of any grace or cure period, would constitute a default, breach, violation or event of
acceleration, and no such default, breach, violation or event of acceleration has been waived by RFC or by
any other entity involved in originating or servicing a Mortgage Loan.
(xxix) Each Mortgage Loan constitutes a "qualified mortgage" under Section 860G(a)(3)(A) of the Code and
Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the
provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any
other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its
failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9).
(xxx) No more than 56.1% of the Group I Loans have been classified by RFC as Credit Grade A4, no more than
28.0% of the Group I Loans have been classified by RFC as Credit Grade A5, no more than 9.1% of any Group I
Loans have been classified by RFC as Credit Grade AX Mortgage Loans, no more than 4.1% of the Group I Loans
have been classified by RFC as Credit Grade AM Mortgage Loans, no more than 1.8% of the Group I Loans have
been classified by RFC as Credit Grade B Mortgage Loans and no more than 11.2% of the Group I Loans have been
classified by RFC as Credit Grade C Mortgage Loans, in each case as described generally in the Prospectus
Supplement.
(xxxi) No more than 64.5% of the Group II Loans have been classified by RFC as Credit Grade A4, no more than
12.9% of the Group II Loans have been classified by RFC as Credit Grade A5, no more than 11.7% of any Group
II Loans have been classified by RFC as Credit Grade AX Mortgage Loans, no more than 5.7% of the Group II
Loans have been classified by RFC as Credit Grade AM Mortgage Loans, no more than 3.1% of the Group II Loans
have been classified by RFC as Credit Grade B Mortgage Loans and no more than 2.3% of the Group II Loans have
been classified by RFC as Credit Grade C Mortgage Loans, in each case as described generally in the
Prospectus Supplement.
(xxxii) No Mortgage Loan is a graduated payment loan or has a shared appreciation or contingent interest
feature.
(xxxiii) 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.
(xxxiv) No Mortgage Loan provides for deferred interest or negative amortization.
(xxxv) None of the Mortgage Loans are buy-down Mortgage Loans.
(xxxvi) Each Mortgaged Property is a single parcel of real estate with a one- to four-unit single family
residence thereon, a condominium unit, a manufactured housing unit, a unit in a townhouse, a planned unit
development, a leasehold or a modular home; and no Mortgage Property consists of a mobile home or a
manufactured housing unit that is not permanently affixed to its foundation.
(xxxvii) No more than approximately 31.5% and 42.1% of the Group I Loans and Group II Loans,
respectively, were made to Mortgagors with credit scores as described generally in the Prospectus Supplement
of less than 600 excluding Mortgagors whose credit scores are not available to RFC. The weighted average of
the credit scores for the Group I Loans and the Group II Loans for which Credit Scores are available to RFC
was approximately 622.9 and 606.5, respectively, as of the Cut-off Date.
(xxxviii) 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.
(xxxix) The weighted average remaining term to stated maturity of the Group I Loans and the Group II Loans,
respectively, as of the cut-off date will be approximately 353 and 356 months. The weighted average original
term to maturity of the Group I Loans and the Group II Loans, respectively, as of the cut-off date will be
approximately 355 and 358 months.
(xl) No Group I Loan has a prepayment penalty term that extends beyond five years after the date of
origination.
(xli) Approximately 32.3% of the Group I Loans and 29.4% of the Group II Loans are Balloon Mortgage Loans.
(xlii) None of the Mortgage Loans are loans that, under applicable state or local law in effect at the time
of origination of such Mortgage Loan, are referred to as (1) "high cost" or "covered" loans or (2) any other
similar designation if the law imposes greater restrictions or additional legal liability for residential
mortgage loans with high interest rates, points and/or fees.
(xliii) The information set forth in the prepayment charge schedule attached hereto as Exhibit A (the
"Prepayment Charge Schedule") is complete, true and correct in all material respects as of the Cut off Date,
and each prepayment charge set forth on the Prepayment Charge Schedule ("Prepayment Charge") is enforceable
and was originated in compliance with all applicable federal, state and local laws.
(xliv) Each Group I Loan and Group II Loan listed on the attached Exhibit C has an original term to maturity
of 360 months and an original amortization term of 480 months or an original term to maturity of 540 months
and an original amortization term of 540 months or an original term to maturity of 600 months and an original
term amortization term of 600 months.
(xlv) 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, abusive
and fair lending laws.
(xlvi) None of the Mortgage Loans are subject to the Home Ownership and Equity Protection Act of 1994
("HOEPA").
(xlvii) None of the Mortgaged Properties are units in manufactured housing developments.
(xlviii) 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.
(xlix) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the
current version of Appendix E of the Standard & Poor's Glossary For File Format For LEVELS(R)Version 5.7
(attached hereto as Exhibit B); and there is no mortgage loan in the trust that was originated on or after
January 1, 2005, which is a "high cost home loan" as defined under the Indiana Home Practices Act (I.C.
2409); provided that no representation and warranty is made in this clause (xlvii) with respect to 0.2% and
0.2% of the Group I Loans and Group II Loans, respectively, secured by property located in the State of
Kansas or with respect to 0.1% and 0.1% of the Group I Loans and the Group II Loans, respectively, secured by
property located in the State of West Virginia.
(l) With respect to each Group II Loan, no borrower obtained a prepaid single-premium credit-life, credit
disability, credit unemployment or credit property insurance policy in connection with the origination of the
Mortgage Loan.
(li) The related Subservicer or the Master Servicer for each Mortgage Loan has fully furnished, in
accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete
information (i.e., favorable and unfavorable) on its borrower credit files to Equifax, Experian, and Trans
Union Credit Information Company (three of the credit repositories), on a monthly basis.
(lii) The Subservicer for each Mortgage Loan or the Master Servicer will fully furnish, in accordance with
the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e.,
favorable and unfavorable) on its borrower credit files to Equifax, Experian, and Trans Union Credit
Information Company (three of the credit repositories), on a monthly basis.
(liii) With respect to any Group II Loan that contains a provision permitting imposition of a penalty upon a
prepayment prior to maturity:
(i) the Seller's pricing methods include mortgage loans with and without prepayment
premiums;
(ii) borrowers selecting Group II Loans which include such prepayment premiums receive
some benefit, (e.g. a rate or fee reduction), in exchange for selecting a Group II Loan
with a prepayment premium;
(iii) the originator of the Group II Loans had a verifiable policy of offering the
borrower, or requiring third-party brokers to offer the borrower an array of mortgage
loan products that included mortage loan products with prepayment premiums and mortgage
loan products that did not require payment of such a premium;
(iv) the prepayment premium is disclosed to the borrower in the loan documents pursuant
to applicable state and federal law;
(v) notwithstanding any state or federal law to the contrary, the Master Servicer shall
not impose such prepayment premium in any instance when the mortgage debt is
accelerated as the result of the borrower's default in making the loan payments; and
(vi) no Group II Loan has a prepayment penalty term that extends beyond three years
after the date of origination, unless the loan will be within 90 days from the date
hereof modified to reduce the prepayment penalty term to no more than three years after
the date of origination and the borrower was notified in writing of such reduction in
prepayment penalty term.
(liv) The originator of each Group II Loan offered the related borrower mortgage loan products for which the
borrower qualified and we are not aware that the originator encouraged or required the borrower to select a
mortgage loan product that is a higher cost product designed for less creditworthy borrowers.
(lv) The originator of the Group II Loans adequately considered the borrower's ability to make payments by
employing underwriting techniques that considered a variety of factors, such as: the borrower's income,
assets and liabilities, and not solely the collateral value, in deciding to extend the credit at the time of
origination.
(lvi) No borrower under a Group II Loan in the trust was charged "points and fees" in an amount greater than
(a) $1,000 or (b) 5% of the principal amount of such Mortgage Loan, whichever is greater. For purposes of
this representation, "points and fees" (x) include origination, underwriting, broker and finder's fees and
charges that the lender imposed as a condition of making the Mortgage Loan, whether they are paid to the
lender or a third party; and (y) exclude bona fide discount points, fees paid for actual services rendered in
connection with the origination of the mortgage (such as attorney's fees, notaries fees and fees paid for
property appraisals, credit reports, surveys, title examinations and extracts, flood and tax certifications,
and home inspections); the cost of mortgage insurance or credit-risk price adjustments; the costs of title,
hazard, and flood insurance policies; state and local transfer taxes or fees; escrow deposits for the future
payment of taxes and insurance premiums; and other miscellaneous fees and charges, which miscellaneous fee
and charges, in total do not exceed 0.25 percent of the loan amount.
(lvii) With respect to any Group II Loan originated on or after August 1, 2004, neither the related Mortgage
nor the related Mortgage Note requires the borrower to submit to arbitration to resolve any dispute arising
out of or relating in any way to the Mortgage Loan transaction.
(lviii) The principal balance at origination for each Group II Mortgage Loan that is secured by a single
family property located in any state other than the States of Hawaii or Alaska did not exceed $417,000. The
principal balance at origination for each Group II Mortgage Loan that is secured by a single family property
located in the States of Hawaii or Alaska or the Territories of Guam or the Virgin Islands did not exceed
$625,500. The principal balance at origination for each Group II Mortgage Loan that is secured by a two-,
three- or four-family property located in any state other than the States of Hawaii or Alaska did not exceed
$533,850, $645,300 or $801,950, respectively. The principal balance at origination for each Group II
Mortgage Loan that is secured by a two-, three- or four-family property located in the States of Hawaii or
Alaska or the Territories of Guam or the Virgin Islands did not exceed $800,775, $967,950 and $1,202,925,
respectively.
(lix) With respect to any Group II Loan that is a subordinate lien mortgage loan:
(i) such lien is on a one- to four-family residence that is the principal residence of
the borrower;
(ii) no subordinate lien mortgage loan has an original principal balance that exceeds
one-half of the one-unit limitation for first lien mortgage loans, i.e. $208,500 (in
Alaska, Guam, Hawaii or Virgin Islands: $312,750), without regard to the number of
units; and
(iii) the original principal balance of the first lien mortgage loan plus the original
principal balance of any subordinate lien mortgage loans relating to the same mortgaged
property does not exceed the applicable Xxxxxxx Mac loan limit for first lien mortgage
loans for that property type (as set out in Section 4(lviii) above).
(lx) No Group II Loan is "seasoned" (a seasoned mortgage loan is one where the date of the mortgage note is
more than 1 year before the date of issuance of the related security).
(lxi) No refinance or purchase money Group II Loan in the trust has an annual percentage rate or total
points and fees that exceed the thresholds set by the Home Ownership and Equity Protection Act of 1994
("HOEPA") and its implementing regulations, including 12 CFRss.226.32(a)(1)(i) and (ii).
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.
Notwithstanding the foregoing, it is understood by the parties hereto that a breach of the representations
and warranties made in any of clauses (xlv) through (lxi) of this Section 4 with respect to any Group II Loan
will be deemed to materially and adversely affect the interests of the Holders of the Certificates in the
related Mortgage Loan. Notwithstanding the foregoing, RFC shall not be required to cure breaches, Repurchase
Events or purchase or substitute for Mortgage Loans as provided above if the substance of such breach or
Repurchase Event also constitutes fraud in the origination of the Mortgage Loan. If the breach of
representation and warranty that gave rise to the obligation to repurchase or substitute a Mortgage Loan
pursuant to this Section 4 was the representation set forth in clause (xlv) of this Section 4, then RFC shall
pay to the Trust Fund, concurrently with and in addition to the remedies provided in the preceding sentence,
an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf
of the Trust Fund, and that directly resulted from such breach, or if incurred and paid by the Trust Fund
thereafter, concurrently with such payment.
5. With respect to the Mortgage Loans, a repurchase event ("Repurchase Event") shall have occurred if it
is discovered that, as of the date hereof, the related Mortgage Loan was not a valid first lien or junior
lien in the case of a Junior Lien Loan on the related Mortgaged Property subject only to (i) the lien of real
property taxes and assessments not yet due and payable, (ii) covenants, conditions, and restrictions, rights
of way, easements and other matters of public record as of the date of recording of such Mortgage and such
other permissible title exceptions as are listed in the Program Guide and (iii) other matters to which like
properties are commonly subject which do not materially adversely affect the value, use, enjoyment or
marketability of the Mortgaged Property.
6. RFC hereby represents and warrants to the Company that with respect to each Mortgage Loan, the REMIC's
tax basis in each Mortgage Loan as of the Closing Date is equal to or greater than 100% of the Stated
Principal Balance thereof.
7. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns, and no other person shall have any right or obligation hereunder.
8. RFC, as master servicer under the Pooling and Servicing Agreement (the "Master Servicer"), shall not
waive (or permit a sub-servicer to waive) any Prepayment Charge unless: (i) the enforceability thereof shall
have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to
creditors' rights generally, (ii) the enforcement thereof is illegal, or any local, state or federal agency
has threatened legal action if the prepayment penalty is enforced, (iii) the collectability thereof shall
have been limited due to acceleration in connection with a foreclosure or other involuntary payment or (iv)
such waiver is standard and customary in servicing similar Mortgage Loans and relates to a default or a
reasonably foreseeable default and would, in the reasonable judgment of the Master Servicer, maximize
recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage
Loan. In no event will the Master Servicer waive a Prepayment Charge in connection with a refinancing of a
Mortgage Loan that is not related to a default or a reasonably foreseeable default. If a Prepayment Charge
is waived, but does not meet the standards described above, then the Master Servicer is required to pay the
amount of such waived Prepayment Charge to the holder of the Class SB Certificates at the time that the
amount prepaid on the related Mortgage Loan is required to be deposited into the Custodial Account.
Notwithstanding any other provisions of this Agreement, any payments made by the Master Servicer in respect
of any waived Prepayment Charges pursuant to this Section shall be deemed to be paid outside of the Trust
Fund and not part of any REMIC.
9. Early Payment Default: In the event that the scheduled payment of principal and interest
(or interest in the case of an interest only loan) to be made by the Mortgagor on March 1, 2007 with respect
to any Mortgage Loan is not made by April 30, 2007, and the Seller cannot reasonably demonstrate that the
delinquency was due to misapplied payments or servicing transfer issues; the Seller shall repurchase such
Mortgage Loan at a price equal to the Repurchase Price for such Mortgage Loan on the second Distribution Date
following the month in which the Purchaser notifies the Seller. The Purchaser shall request any repurchase
pursuant to this paragraph in writing on or before the 60th (sixtieth) calendar day from the date that the
Purchaser receives notice of the related early payment default (which notice may include receipt of a monthly
remittance advice reflecting such early payment default). The Seller will have no obligation to repurchase
any such loans as to which a request for repurchase was received by the Seller after such date.
[Signature page follows]
IN WITNESS WHEREOF, the parties have entered into this Assignment and Assumption Agreement as of the
date first above written.
RESIDENTIAL FUNDING COMPANY, LLC
By:________________________________
Name:
Title:
RESIDENTIAL ASSET SECURITIES CORPORATION
By:________________________________
Name:
Title:
EXHIBIT A
Prepayment Charge Schedule
[ON FILE AT RFC]
EXHIBIT B
APPENDIX E OF THE STANDARD & POOR'S GLOSSARY FOR
FILE FORMAT FOR LEVELS(R)VERSION 5.7
REVISED October 20, 0000
XXXXXXXX X - STANDARD & POOR'S PREDATORY LENDING CATEGORIES
Standard & Poor's has categorized loans governed by anti-predatory lending laws in the
Jurisdictions listed below into three categories based upon a combination of factors that include (a) the
risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those
laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor's
High Cost Loan Category because they included thresholds and tests that are typical of what is generally
considered High Cost by the industry.
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
---------------------------- ---------------------------------------- ---------------------------
CATEGORY UNDER
NAME OF ANTI-PREDATORY LENDING APPLICABLE ANTI-
STATE/JURISDICTION LAW/EFFECTIVE DATE PREDATORY LENDING LAW
---------------------------- ---------------------------------------- ---------------------------
Arkansas Arkansas Home Loan Protection Act, High Cost Home Loan
Ark. Code Xxx.ss.ss.00-00-000 et seq.
Effective July 16, 2003
---------------------------- ---------------------------------------- ---------------------------
Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Covered Loan
Codess.ss.757.01 et seq.
Effective June 2, 2003
---------------------------- ---------------------------------------- ---------------------------
Colorado Consumer Equity Protection, Colo. Stat. Covered Loan
Xxx.ss.ss.5-3.5-101 et seq.
Effective for covered loans offered or
entered into on or after January 1,
2003. Other provisions of the Act took
effect on June 7, 2002
---------------------------- ---------------------------------------- ---------------------------
Connecticut Connecticut Abusive Home Loan High Cost Home Loan
Lending Practices Act, Conn. Gen. Stat.
ss.ss.36a-746 et seq.
Effective October 1, 2001
---------------------------- ---------------------------------------- ---------------------------
District of Columbia Home Loan Protection Act, D.C. Code Covered Loan
ss.ss.26-1151.01 et seq.
Effective for loans closed on or after
January 28, 2003
---------------------------- ---------------------------------------- ---------------------------
Florida Fair Lending Act, Fla. Stat. Xxx.xx.xx. High Cost Home Loan
494.0078 et seq.
Effective October 2, 2002
---------------------------- ---------------------------------------- ---------------------------
Georgia (Oct. 1, 0000 - Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code High Cost Home Loan
Mar. 6, 2003) Xxx.ss.ss.7-6A-1 et seq.
Effective October 1, 2002 - March 6
2003
---------------------------- ---------------------------------------- ---------------------------
Georgia as amended Georgia Fair Lending Act, Ga. Code High Cost Home Loan
(Mar. 7, 2003 - current) Xxx.ss.ss.7-6A-1 et seq.
Effective for loans closed on or after
March 7, 2003
---------------------------- ---------------------------------------- ---------------------------
HOEPA Section 32 Home Ownership and Equity Protection High Cost Loan
Act of 1994, 15 U.S.C.ss.1639, 12
C.F.R.ss.ss.226.32 and 226.34
Effective October 1, 1995, amendments
October 1, 2002
---------------------------- ---------------------------------------- ---------------------------
Illinois High Risk Home Loan Act, Ill. Comp. High Risk Home Loan
Stat. tit. 815,ss.ss.137/5 et seq.
Effective January 1, 2004 (prior to
this date, regulations under
Residential
Mortgage License Act effective from
May 14, 2001)
---------------------------- ---------------------------------------- ---------------------------
Indiana Indiana Home Loan Practices Act, Ind. High Cost Home Loans
Code Xxx.ss.ss.24-9-1-1 et seq.
Effective January 1, 2005; amended by
2005 HB 1179, effective July 1, 2005
---------------------------- ---------------------------------------- ---------------------------
Kansas Consumer Credit Code, Kan. Stat. Xxx. High Loan to Value
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 High Cost Home Loan
Loan Act, Ky. Rev. Stat.ss.ss.360.100
et seq.
Effective June 24, 2003
---------------------------- ---------------------------------------- ---------------------------
Maine Truth in Lending, Me. Rev. Stat. tit. High Rate High Fee
9- Mortgage
A,ss.ss.8-101 et seq.
Effective September 29, 1995 and as
amended from time to time
---------------------------- ---------------------------------------- ---------------------------
Massachusetts Part 40 and Part 32, 209 X.X.X.xx.xx. High Cost Home Loan
32.00 et seq. and 209 C.M.R.ss.ss.40.01
et seq.
Effective March 22, 2001 and amended
from time to time
---------------------------- ---------------------------------------- ---------------------------
Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. Home Loan
ss.ss.598D.010 et seq.
Effective October 1, 2003
---------------------------- ---------------------------------------- ---------------------------
---------------------------- ---------------------------------------- ---------------------------
New Jersey New Jersey Home Ownership Security High Cost Home Loan
Act of 2002, N.J. Rev. Xxxx.xx.xx.
46:10B- 22 et seq.
Effective for loans closed on or after
November 27, 2003
---------------------------- ---------------------------------------- ---------------------------
New Mexico Home Loan Protection Act, N.M. Rev. High Cost Home Loan
Stat.ss.ss.58-21A-1 et seq.
Effective as of January 1, 2004;
Revised
as of February 26, 2004
---------------------------- ---------------------------------------- ---------------------------
New York N.Y. Banking Law Article 6-1 High Cost Home Loan
Effective for applications made on or
after April 1, 2003
---------------------------- ---------------------------------------- ---------------------------
North Carolina Restrictions and Limitations on High High Cost Home Loan
Cost Home Loans, N.C. Gen. 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 High Cost Home Loan
Consumer Home Loans Act, S.C. Code
Xxx.ss.ss.37-23-10 et seq.
Effective for loans taken on or after
January 1, 2004
---------------------------- ---------------------------------------- ---------------------------
West Virginia West Virginia Residential Mortgage 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-
LAW/EFFECTIVE DATE PREDATORY LENDING LAW
---------------------------- ---------------------------------------- ---------------------------
Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code Covered Loan
Mar. 6, 2003) Xxx.ss.ss.7-6A-1 et seq.
Effective October 1, 2002 - March 6,
2003
---------------------------- ---------------------------------------- ---------------------------
New Jersey New Jersey Home Ownership Security Covered Home Loan
Act of 2002, N.J. Rev. Stat.ss.ss.46:10B
22 et seq.
Effective November 27, 2003 - July 5,
2004
---------------------------- ---------------------------------------- ---------------------------
STANDARD & POOR'S HOME LOAN CATEGORIZATION
---------------------------- ---------------------------------------- ---------------------------
STATE/JURISDICTION NAME OF ANTI-PREDATORY LENDING CATEGORY UNDER
APPLICABLE ANTI-
LAW/EFFECTIVE DATE PREDATORY LENDING LAW
---------------------------- ---------------------------------------- ---------------------------
Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code Home Loan
Mar. 6, 2003) Xxx.ss.ss.7-6A-1 et seq.
Effective October 1, 2002 - March 6,
2003
---------------------------- ---------------------------------------- ---------------------------
New Jersey New Jersey Home Ownership Security Home Loan
Act of 2002, N.J. Rev. Xxxx.xx.xx.
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 C
Schedule of Balloon Loans
[ON FILE AT RFC]
