ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement"), dated August 24,
2006, between Residential Funding Corporation, a Delaware corporation ("RFC"),
▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company, a New York limited partnership ("GSMC"), and
Residential Funding Mortgage Securities I, Inc., a Delaware corporation (the
"Company").
Recitals
I. RFC has entered into contracts with various seller/servicers, pursuant
to which such seller/servicers sell to RFC mortgage loans.
II. RFC sold various mortgage loans to GSMC (i) pursuant to a Standard
Terms and Provisions of Sale and Servicing Agreement, dated September 29, 2005
between GSMC and RFC (as amended by Amendment No. 1 thereto, dated June 26,
2006, the "Sale and Servicing Agreement") and the Reference Agreement, dated
April 6, 2006, between RFC and GSMC (the "April Reference Agreement"), (ii)
pursuant to the Sale and Servicing Agreement and the Reference Agreement, dated
May 25, 2006, between RFC and GSMC (the "May Reference Agreement" and together
with the April Reference Agreement, the "Reference Agreements"), (iii) pursuant
to the Sale and Servicing Agreement and the Assignment and Conveyance, dated
July 13, 2006, between RFC and GSMC (the "July Assignment"), and (iv) pursuant
to the Sale and Servicing Agreement and the Assignment and Conveyance, dated
August 4, 2006, between RFC and GSMC (the "August Assignment" and together with
the July Assignment, the "Assignments").
III. The Company wishes to purchase from GSMC certain Mortgage Loans (as
hereinafter defined) sold by RFC to GSMC pursuant to the Sale and Servicing
Agreement.
IV. The Company, RFC, as master servicer and U.S. Bank National
Association, as trustee (the "Trustee"), are entering into a Series Supplement,
dated as of August 1, 2006 (the "Series Supplement") to the Standard Terms of
Pooling and Servicing Agreement, dated as of June 1, 2006 (together with the
Series Supplement, the "Pooling and Servicing Agreement"), pursuant to which the
Company proposes to issue Mortgage Pass-Through Certificates, Series 2006-SA2
(the "Certificates") consisting of classes designated as the Class I-A, Class
II-X, Class II-A-1, Class II-A-2, Class III-A-1, Class III-A-2, Class IV-A-1,
Class IV-A-2, Class R-I, Class R-II and Class R-III Certificates (collectively,
the "Senior Certificates"), Class M-1, Class M-2 and Class M-3 Certificates
(collectively, the "Class M Certificates") and Class B-1, Class B-2 and Class
B-3 Certificates (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, Exhibit Two, Exhibit Three and Exhibit
Four to the Series Supplement (the "Mortgage Loans").
V. In connection with the purchase of the Mortgage Loans from GSMC, the
Company will assign to RFC a de minimis portion of each of the Class R-I, Class
R-II and Class R-III Certificates (together, the "Class R Certificates").
VI. In connection with the purchase of the Mortgage Loans and the issuance
of the Certificates, RFC and GSMC wish to make certain representations and
warranties to the Company.
VII. The Company and GSMC intend that the conveyance by GSMC 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:
Section 1. All capitalized terms used but not defined herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.
Section 2. Concurrently with the execution and delivery hereof, GSMC
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 August 1, 2006 (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 August 1, 2006). In consideration of such assignment, GSMC
or its designee will receive from the Company in immediately available funds
an amount equal to $[______]. In connection with such assignment and at the
Company's direction, GSMC 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 or security
instrument, as applicable, 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.
GSMC shall deliver or cause to be delivered to, and deposited with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee, the Mortgage Loan File as set forth in 2.01(b) of the
Pooling and Servicing Agreement.
GSMC 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 GSMC's and RFC's covenants, representations and warranties
specifically provided herein), of all of GSMC's obligations and all of GSMC'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 to, (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 Corporation and the
Customer (collectively, the "Assigned Contracts"), (ii) all rights, powers and
remedies of GSMC as owner of such Pledged Asset Loan under or in connection
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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 GSMC, 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 GSMC intend that the conveyance by GSMC 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 GSMC to
the Company. It is, further, not intended that such conveyance be deemed to be a
pledge of the Mortgage Loans by GSMC to the Company to secure a debt or other
obligation of GSMC. However, in the event that the Mortgage Loans are held to be
property of GSMC, or if for any reason this Agreement is held or deemed to
create a security interest in the Mortgage Loans, then it is intended that (a)
this Agreement shall be a security agreement within the meaning of Articles 8
and 9 of the Uniform Commercial Code of any applicable jurisdiction; (b) the
conveyance provided for in this Section shall be deemed to be, and hereby is, a
grant by GSMC to the Company of a security interest in all of GSMC'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, (ii) with respect to each Sharia Mortgage Loan,
the related Sharia Mortgage Loan Security Instrument, Sharia Mortgage Loan
Co-Ownership Agreement, 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,
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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
Uniform Commercial Code of any 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. GSMC 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,
GSMC 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 GSMC, 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 GSMC
or the Company, (2) any change of location of the place of business or the chief
executive office of GSMC, or (3) any transfer of any interest of GSMC in any
Mortgage Loan.
Section 3. Notwithstanding the sale of the Mortgage Loans by GSMC to
the Company as set forth in Section 2, (i) RFC, as 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"), (ii) the Master Servicer shall
service the Mortgage Loans in accordance with and shall be bound by the terms
of the Pooling and Servicing Agreement, and, for the avoidance of doubt, the
Master Servicer shall have no further obligation to service the Mortgage
Loans pursuant the Sale and Servicing Agreement and GSMC shall have no
further rights or obligations with respect to the servicing of the Mortgage
Loans thereunder, and (iii) the Servicing Rights are not included in the
collateral in which GSMC grants a security interest pursuant to Section 2.
Section 4. 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 a de minimis portion of each of the Class R Certificates
in exchange for the Master Servicer's rights to continue to service the
Mortgage Loans solely pursuant to the Pooling and Servicing Agreement.
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Section 5. On the Closing Date, following the sale of the Mortgage
Loans to the Company, title to each Mortgage and the related Mortgage Note
shall be transferred to the Company or its assignee in accordance with this
Agreement. All rights arising out of the Mortgage Loans after the Cut-off
Date including, but not limited to, any and all funds received on or in
connection with a Mortgage Loan and due after the Cut-off Date shall be
received and held by GSMC in a custodial capacity for the benefit of the
Company or its assignee as the owner of the Mortgage Loans in accordance
herewith and shall be delivered or caused to be delivered by GSMC to the
Company or its assignee on or immediately following the Closing Date. Any
funds received by GSMC, the Company or the Servicer (as defined in the
Pooling and Servicing Agreement) after the Cut-off Date but due prior to the
month of the Cut-off Date shall remain the property of GSMC and shall be
promptly remitted to GSMC.
Section 6. (a) GSMC hereby represents and warrants to the Company as of
the Closing Date (or such other date as is specified in the related
representation or warranty) as follows:
i. Immediately prior to the assignment of the Mortgage Loans to the
Company, GSMC 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 GSMC that
would materially adversely affect the enforceability of any Mortgage Loan or the
interests therein of any holder of the Certificates;
ii. GSMC has not received notice of, and has no knowledge of, any offsets,
counterclaims or other defenses available to RFC with respect to the Sale and
Servicing Agreement or the Mortgage Loans;
iii. GSMC has not waived or agreed to any waiver under, or agreed to any
amendment or other modification of, the Sale and Servicing Agreement (except for
any amendments or modifications with respect to the Mortgage Loans set forth in
the related Reference Agreement or Assignment, as applicable) or the Mortgage
Loans, including without limitation the transfer of the servicing obligations
under the Sale and Servicing Agreement. GSMC has no knowledge of, and has not
received notice of, any waivers under or amendments or other modifications of or
assignments of rights or obligations under the Sale and Servicing Agreement or
the Mortgage Loans;
iv. Neither GSMC nor anyone acting on its behalf has offered, transferred,
pledged sold or otherwise disposed of the Mortgage Loans or any interest in the
Mortgage Loans to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Mortgage Loans or any interest in the Mortgage Loans
from, or otherwise approached or negotiated with respect to the Mortgage Loans,
any interest in the Mortgage Loans with, any Person in any manner, or made any
general solicitation by means of general advertising or in any other manner, or
taken any other action which would constitute a distribution of the Mortgage
Loans under the Securities Act of 1933 (the "Securities Act") or which would
render the disposition of the Mortgage Loans a violation of Section 5 of the
Securities Act or require registration pursuant thereto;
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v. Except for the sale to the Company, GSMC has not assigned or pledged
any Mortgage Note or the related Mortgage or any interest or participation
therein;
vi. GSMC has not satisfied, canceled, or subordinated in whole or in part,
or rescinded the Mortgage, and GSMC has not released the Mortgaged Property from
the lien of the Mortgage, in whole or in part, nor has GSMC executed an
instrument that would effect any such release, cancellation, subordination, or
rescission. GSMC has not released any Mortgagor, in whole or in part, except in
connection with an assumption agreement or other agreement approved by the
related federal insurer, to the extent such approval was required;
vii. With respect to each Mortgage Loan, each representation and warranty
of RFC with respect to such Mortgage Loan contained in Section 7(a) of this
Agreement (except for those representations and warranties set forth in clauses
(iii), (iv), and (xxii) of such Section), to the extent such representation and
warranty relates to matters arising on or after the related Whole Loan Sale Date
and was correct as of the related Whole Loan Sale Date, is true and correct as
of the date of this Agreement; and
viii. Approximately 1.3%, 0.7%, 1.1% 0.6% and 0.8% of the group I loans,
group II loans, group III loans, group IV loans and the Mortgage Loans in the
aggregate, respectively, by stated principal balance, were 30 or more days
delinquent in payment of principal and interest as of the Cut-off Date and
approximately 4.5%, 2.7%, 2.6%, 1.6% and 2.7% of the group I loans, group II
loans, group III loans, group IV loans and the Mortgage Loans in the aggregate,
respectively, have been a maximum of 30 to 59 days delinquent in the payment of
principal and interest in the last 12 months.
No representation and warranty by GSMC hereunder constitutes a waiver of
any of the rights of GSMC with respect to the representations and warranties of
RFC under the Sale and Servicing Agreement.
(b)
i. GSMC 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 GSMC 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;
ii. GSMC is a limited partnership duly formed and validly existing under
the laws of the State of New York with full power and authority to enter into
and perform its obligations under the Sale and Servicing Agreement and this
Agreement;
iii. This Agreement has been duly executed and delivered by GSMC, and,
assuming due authorization, execution and delivery by each of the other parties
hereto, constitutes a legal, valid and binding agreement of GSMC, enforceable
against it in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium, or other similar laws affecting creditors' rights
generally and to general principles of equity regardless of whether enforcement
is sought in a proceeding in equity or at law;
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iv. The execution, delivery and performance by GSMC of this Agreement and
the consummation of the transactions contemplated hereby do not require the
consent or approval of, the giving of notice to, the registration with, or the
taking of any other action in respect of, any state, federal or other
governmental authority or agency, except such as has been obtained, given,
effected or taken prior to the date thereof;
v. The execution and delivery of this Agreement have been duly authorized
by all necessary corporate action on the part of GSMC; neither the execution and
delivery by GSMC of this Agreement, nor the consummation by GSMC of the
transactions herein contemplated, nor compliance by GSMC with the provisions
hereof, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of the governing documents of GSMC or any law,
governmental rule or regulation or any material judgment, decree or order
binding on GSMC or any of its properties, or any of the provisions of any
material indenture, mortgage, deed of trust, contract or other instrument to
which GSMC is a party or by which it is bound;
vi. There are no actions, suits or proceedings pending or, to the
knowledge of GSMC, threatened, before or by any court, administrative agency,
arbitrator or governmental body (A) with respect to any of the transactions
contemplated by this Agreement or (B) with respect to any other matter that in
the judgment of GSMC will be determined adversely to GSMC and will if determined
adversely to GSMC materially adversely affect its ability to perform its
obligations under this Agreement; and
Section 7. (a) RFC represents and warrants to the Company that on (i)
on or prior to April 27, 2006, with respect to those Mortgage Loans listed on
Schedule I hereto, (ii) on or prior to June 30, 2006, with respect to those
Mortgage Loans listed on Schedule II hereto, (iii) on or prior to July 13,
2006, with respect to those Mortgage Loans listed on Schedule III hereto, or
(iv) on or prior to August 4, 2006, with respect to those Mortgage Loans
listed on Schedule IV (or, if otherwise specified below, as of the date so
specified) (such date with respect to each Mortgage Loan, the "Whole Loan
Sale Date"):
i. Each mortgage loan with a Loan-to-Value Ratio at origination in excess
of 80%, was insured by a primary mortgage insurance policy (a "Primary Insurance
Policy") covering at least 30% of the principal balance of the Mortgage Loan at
origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, at least
25% of the balance of the mortgage loan at origination if the Loan-to-Value
Ratio is between 90.00% and 85.01%, and at least 12% of the balance of the
mortgage loan at origination if the Loan-to-Value Ratio is between 85.00% and
80.01%. To the best of RFC's knowledge, each such Primary Insurance Policy was
in full force and effect and the Trustee is entitled to the benefits thereunder;
ii. Each Primary Insurance Policy insured the named insured and its
successors and assigns, and the issuer of the Primary Insurance Policy was an
insurance company whose claims-paying ability was currently acceptable to the
Rating Agencies;
iii. Immediately prior to the assignment of the Mortgage Loans to GSMC,
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 no
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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 Mortgage Loans;
iv. None of the Mortgage Loans were 30 or more days delinquent in payment
of principal and interest as of as of April 7, 2006, with respect the Mortgage
Loans listed on Schedule I hereto, as of June 30, 2006, with respect to the
Mortgage Loans listed on Schedule II hereto, as of July 13, 2006, with respect
to the Mortgage Loans listed on Schedule III hereto and as of August 4, 2006,
with respect to the Mortgage Loans listed on Schedule IV hereto;
v. Subject to clause (iv) above as respects delinquencies, there was 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, constituted a default, breach, violation or event of acceleration,
and no such default, breach, violation or event of acceleration was waived by
RFC or by any other entity involved in originating or servicing a Mortgage Loan;
vi. There was no delinquent tax or assessment lien against any Mortgaged
Property;
vii. No Mortgagor had 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;
viii. None of the Mortgage Loans were Buy-Down Mortgage Loans;
ix. There were no mechanics' liens or claims for work, labor or material
affecting any Mortgaged Property which were or may be a lien prior to, or equal
with, the lien of the related Mortgage, except such liens that were insured or
indemnified against by a title insurance policy described under clause (xv)
below;
x. Each Mortgaged Property was free of damage and in good repair and no
notice of condemnation had been given with respect thereto and RFC knew of
nothing involving any Mortgaged Property that could have reasonably been
expected to materially adversely affect the value or marketability of any
Mortgaged Property;
xi. 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;
xii. Each Mortgage contained 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 was a deed of trust, by trustee's sale, (ii) by summary
foreclosure, if available under applicable law, and (iii) otherwise by
foreclosure, and there was 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;
xiii. With respect to each Mortgage that was a deed of trust, a trustee
duly qualified under applicable law to serve as such was properly named,
designated and serving, and except in
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connection with a trustee's sale after default by a Mortgagor, no fees or
expenses were payable by RFC to the trustee under any Mortgage that was a deed
of trust;
xiv. A policy of title insurance in the form and amount required by the
Program Guide was effective as of the closing of each Mortgage Loan, was 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 as described in the Program Guide;
xv. The Mortgage Loans were conventional. hybrid adjustable-rate, fully
amortizing, (subject to interest only periods, if applicable) first lien
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;
xvi. No Mortgage Loan provided for deferred interest or negative
amortization;
xvii. The improvements upon the Mortgaged Properties were 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 required the Mortgagor to maintain such casualty insurance
at the Mortgagor's expense, and on the Mortgagor's failure to do so, authorized
the holder of the Mortgage to obtain and maintain such insurance at the
Mortgagor's expense and to seek reimbursement therefore from the Mortgagor;
xviii. If any of the Mortgage Loans were secured by a leasehold interest,
with respect to each leasehold interest: the use of leasehold estates for
residential properties was an accepted practice in the area where the related
Mortgaged Property was located; residential property in such area consisting of
leasehold estates was readily marketable; the lease was recorded and no party
was in any way in breach of any provision of such lease; the leasehold was in
full force and effect and was 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 did not terminate less than ten years after the
maturity date of such Mortgage Loan;
xix. Each Assigned Contract relating to each Pledged Asset Loan was 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;
xx. RFC was 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 GSMC under the Sale and Servicing Agreement, and the assignment hereof
by RFC validly transfers such right, title and interest to GSMC free and clear
of any pledge, lien, or security interest or other encumbrance of any Person;
xxi. The full amount of the Pledged Amount with respect to such Pledged
Asset Loan was deposited with the custodian under the Credit Support Pledge
Agreement and was on deposit in the custodial account held thereunder as of the
date hereof;
xxii. RFC was a member of MERS, in good standing, and current in payment
of all fees and assessments imposed by MERS, and had complied with all rules and
procedures of MERS in
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connection with its assignment to GSMC 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 GSMC of the Mortgage on the MERS(R) System;
xxiii. No instrument of release or waiver was executed in connection with
the Mortgage Loans, and no Mortgagor was been released, in whole or in part from
its obligations in connection with a Mortgage Loan;
xxiv. With respect to each Mortgage Loan, either (i) the Mortgage Loan was
assumable pursuant to the terms of the Mortgage Note, or (ii) the Mortgage Loan
contained 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;
xxv. The proceeds of the Mortgage Loan had 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) had been complied with. All
costs, fees and expenses incurred in making, closing or recording the Mortgage
Loans were paid;
xxvi. Except with respect to approximately 0.8% of the Mortgage Loans, the
appraisal was made by an appraiser who meets the minimum qualifications for
appraisers as specified in the Program Guide;
xxvii. To the best of RFC's knowledge, any escrow arrangements established
with respect to any Mortgage Loan were in compliance with all applicable local,
state and federal laws and were in compliance with the terms of the related
Mortgage Note;
xxviii. 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;
xxix. 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 was
disclosed or would have been disclosed by an accurate survey;
xxx. Each Mortgage Note and Mortgage constituted 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;
-10-
xxxi. None of the Mortgage Loans were subject to the Home Ownership and
Equity Protection Act of 1994;
xxxii. No Mortgage Loan was originated on or after October 1, 2002 and
before March 7, 2003, which was secured by property located in the State of
Georgia;
xxxiii. None of the proceeds of any Mortgage Loan were used to finance the
purchase of single premium credit insurance policies;
xxxiv. No Mortgage Loan contained prepayment penalties that extend beyond
five years after the date of origination;
xxxv. No Mortgage Loan was a loan that, under applicable state or local
law in effect at the time of origination of the loan, was referred to as (A)
classified as a "high cost" "home," "threshold," "covered," "high risk home,"
"predatory" or similar loan under any other applicable state, federal or local
law (or a similarly classified loan using different terminology under a law
imposing heightened regulatory scrutiny or additional legal liability for
residential mortgage loans having high interest rates, points and/or fees) or
(B) categorized as High Cost or Covered pursuant to Appendix E of Standard &
Poor's Glossary For File Format For LEVELS(R) Version 5.6c Revised (attached
hereto as Exhibit A). For avoidance of doubt, the parties agree that this
definition shall apply to any law regardless of whether such law is presently,
or in the future becomes, the subject of judicial review or litigation;
xxxvi. Each mortgage loan constituted a qualified mortgage under Section
860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(A)(1); and
xxxvii. No fraud or misrepresentation had taken place in connection with
the origination of any Mortgage Loan.
(b) In addition, RFC hereby represents and warrants to the Company
that as of the date of execution hereof:
(w) each of the Mortgage Loans has been serviced in accordance
with those servicing practices set forth in the Program Guide and
those mortgage servicing practices of prudent mortgage lending
institutions that service mortgage loans of the same type as such
Mortgage Loan in the jurisdiction where the related Mortgaged
Property is located and incorporating the Delinquency Collection
Polices and Procedures set forth in the Sale and Servicing
Agreement;
(x) the information set forth in Exhibit One, Exhibit Two,
Exhibit Three and Exhibit Four 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;
(y) it 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
the assignment to the Trustee as assignee of the Company of the
Mortgage relating to each Mortgage Loan that is registered
-11-
with MERS, including, among other things, that RFC shall have
confirmed the transfer to the Trustee, as assignee of the Company,
of the Mortgage on the MERS(R) System; and
(z) 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,
were, for a 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.
(c) RFC, on behalf of GSMC, shall provide written notice to GMAC
Mortgage Corporation 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.
Section 8. (a) Upon discovery by GSMC or RFC or upon notice from the
Company or the Trustee of a breach of the foregoing representations and
warranties made by GSMC in Section 6(a) or RFC in Section 7(a) or (b), as
applicable, 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, RFC or GSMC, as applicable, shall, within 90 days after
the earlier of its discovery or receipt of notice thereof, either cure such
breach in all material respects or, except as otherwise provided in Section
2.04 of the Pooling and Servicing Agreement, 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. If the breach of representation and
warranty that gave rise to the obligation to repurchase a Mortgage Loan
pursuant to this Section 8 was the representation set forth in clause (xi) or
(xxxv) of Section 7(a) or the representation of GSMC with respect to such
representation pursuant to Section 6(a)(vii), then GSMC or RFC, as
applicable, 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.
(b) 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. Upon the occurrence of a
Repurchase Event, notice of which shall be given to the Company by GSMC or RFC,
as applicable, if it discovers the same, RFC shall, within 90 days
-12-
after the earlier of its discovery or receipt of notice thereof, either cure
such Repurchase Event in all material respects or 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.
(c) In addition, with respect to any Mortgage Loan listed on the
attached Schedule A with respect to which any document or documents constituting
a part of the Mortgage File are missing or defective in any material respect 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 or
defectiveness of any such document or documents or the original Mortgage Note, a
document deficiency repurchase event ("Document Deficiency Repurchase Event")
shall be deemed to have occurred. Upon the occurrence of a Document Deficiency
Repurchase Event, notice of which occurrence shall be given to the Company by
GSMC or RFC, as applicable, if it discovers the same, GSMC shall, within 90 days
after the earlier of its discovery or receipt of notice thereof, either cure
such Document Deficiency Repurchase Event in all material respects or 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; provided that if such
Document Deficiency Repurchase Event would cause the Mortgage Loan to be other
than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any
such cure or repurchase must occur within 90 days from the date such breach was
discovered.
Section 9. The obligations of the Company under this Agreement shall be
subject to the satisfaction, on or prior to the Closing Date, of the
following conditions:
i. The Company shall have received (i) the purchase price payable by
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (the "Underwriter") to the Company in exchange for the
Senior Certificates and the Class M Certificates pursuant to the Underwriting
Agreement, dated August 21, 2006, among the Company, RFC and the Underwriter and
(ii) the purchase price payable by the Underwriter to the Company in exchange
for the Class B Certificates pursuant to the Purchase Agreement, dated August
24, 2006, among the Company, RFC and the Underwriter.
ii. The obligations of GSMC required to be performed by it on or prior to
the Closing Date pursuant to the terms of this Agreement shall have been duly
performed and complied with and all of the representations and warranties of
GSMC under this Agreement shall be true and correct as of the date hereof and as
of the Closing Date, and no event shall have occurred which, with notice or the
passage of time, or both, would constitute a default under this Agreement, and
the Company shall have received a certificate to that effect.
iii. The Company shall have received, or the Company's attorney shall have
received in escrow, all of the following closing documents, in such forms as are
agreed upon and acceptable to the Company, duly executed by all signatories
other than the Company, as required pursuant to the respective terms thereof:
(1) A certificate dated as of the Closing Date, in the form
acceptable to the parties hereto, and attached thereto the resolutions of GSMC
authorizing the transactions
-13-
contemplated by this Agreement, together with copies of the organizational
documents of GSMC as of a recent date with respect to the Company; and
(2) An opinion of GSMC's counsel in the form and substance
satisfactory to the Company and its counsel.
iv. GSMC shall furnish to the Company such other certificates of its
officers or others and such other documents to evidence fulfillment of the
conditions set forth in this Agreement as the Company and its attorney may
reasonably request.
Section 10. 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.
Section 11. All communications hereunder will be in writing and
effective only on receipt, and, if sent to GSMC will be mailed, delivered or
telegraphed and confirmed to you at Seller shall be directed to ▇▇▇▇▇▇▇ Sachs
Mortgage Company, c/o Goldman ▇▇▇▇▇ & Co., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or if sent to the Company,
will be mailed, delivered or telegraphed and confirmed to it at Residential
Funding Mortgage Securities I, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President; or, if sent to
Residential Funding will be mailed, delivered or telegraphed and confirmed to
it at Residential Funding Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President.
Section 12. This Agreement may be terminated (a) by the mutual consent
of the parties hereto, or (b) by the Company if the conditions to the
Company's obligations to closing set forth under Section 9 hereof are not
fulfilled as and when required to be fulfilled. In the event of a termination
pursuant to Section 12(b), GSMC agrees that it will pay the out-of-pocket
fees and expenses of the Company in connection with the transactions
contemplated by this Agreement.
Section 13. All representations, warranties and agreements contained in
this Agreement, the Sale and Servicing Agreement or in certificates of
officers of GSMC and RFC submitted pursuant hereto, shall remain operative
and in full force and effect and shall survive transfer and sale of the
Mortgage Loans to the Company.
Section 14. If any provision of this Agreement shall be prohibited or
invalid under applicable law, the Agreement shall be ineffective only to such
extent, without invalidating the remainder of this Agreement.
Section 15. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but both of which together
shall constitute one and the same agreement.
Section 16. This Agreement will be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflict of law principles thereof, other than Sections 5-1401 and 5-1402 of
the New York General Obligations Law.
-14-
Section 17. GSMC and the Company agree to execute and deliver such
instruments and take such actions as the other party may, from time to time,
reasonably request in order to effectuate the purpose and to carry out the
terms of this Agreement.
Section 18. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by a
duly authorized officer of the party against whom such waiver or modification
is sought to be enforced.
[Signature Page Follows]
-15-
IN WITNESS WHEREOF, the parties have entered into this Assignment
and Assumption Agreement on the date first written above.
RESIDENTIAL FUNDING CORPORATION
By:_________________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Associate
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:_________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE COMPANY
By: ▇▇▇▇▇▇▇ Sachs Real Estate Funding Corp.,
its General Partner
By:_________________________________________
Name:
Title:
Assignment and Assumption Agreement
RFMSI Series 2006-SA2
EXHIBIT A
APPENDIX E OF THE STANDARD & POOR'S GLOSSARY FOR FILE
FORMAT FOR LEVELS(R) VERSION 5.6c REVISED
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.
REVISED April 18, 2006
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, Ark. High Cost Home Loan
Code ▇▇▇. Sections ▇▇-▇▇-▇▇▇ et seq.
Effective July 16, ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ Ordinance No. 72-2003 (PSH), Mun. Code Sections Covered Loan
757.01 et seq.
Effective June 2, 2003
Colorado Consumer Equity Protection, Colo. Stat. Covered Loan
▇▇▇. Sections 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, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Abusive Home Loan Lending High Cost Home Loan
Practices Act, Conn. Gen. Stat.
Sections 36a-746 et seq.
Effective October 1, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Home Loan Protection Act, D.C. Code Covered Loan
Sections 26-1151.01 et seq.
Effective for loans closed on or after
January 28, 2003
Florida Fair Lending Act, Fla. Stat. ▇▇▇. High Cost Home Loan
Sections 494.0078 et seq.
Effective October 2, 2002
A-1
Standard & Poor's High Cost Loan Categorization
Category under
Name of Anti-Predatory Lending Applicable Anti-
State/Jurisdiction Law/Effective Date Predatory Lending Law
------------------ ------------------------------ ---------------------
Georgia (Oct. 1, 2002 - Mar. ▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇. Code ▇▇▇. High Cost Home Loan
2003) Sections 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
Georgia as amended (Mar. 7, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇. Code ▇▇▇. High Cost Home Loan
- current) Sections 7-6A-1 et seq.
Effective for loans closed on or after
▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇ Section 32 Home Ownership and Equity Protection Act High Cost Loan
of 1994, 15 U.S.C. Section 1639, 12 C.F.R.
Sections 226.32 and 226.34
Effective October 1, 1995, amendments
October 1, 2002
Illinois High Risk Home Loan Act, Ill. Comp. Stat. High Risk Home Loan
tit. 815, Sections 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. ▇▇▇. High Loan to Value Consumer
Sections 16a-1-101 et seq. Loan (id. Section 16a-3-207) and;
Sections 16a-1-301 and 16a-3-207 became
effective April 14, 1999; Section High APR Consumer Loan (id.
16a-3-308a became effective July 1, 1999 Section 16a-3-308a)
Kentucky 2003 KY H.B. 287 - High Cost Home Loan High Cost Home Loan
Act, Ky. Rev. Stat. Sections 360.100 et seq.
Effective June 24, 2003
Maine Truth in Lending, Me. Rev. Stat. High Rate High Fee Mortgage
tit. 9-A, Sections 8-101 et seq.
Effective September 29, 1995 and as
amended from time to time
A-2
Standard & Poor's High Cost Loan Categorization
Category under
Name of Anti-Predatory Lending Applicable Anti-
State/Jurisdiction Law/Effective Date Predatory Lending Law
------------------ ------------------------------ ---------------------
Massachusetts Part 40 and Part 32, 209 C.M.R. Sections 32.00 High Cost Home Loan
et seq. and 209 C.M.R. Sections 40.01 et seq.
Effective March 22, 2001 and amended from
time to time
Nevada Assembly ▇▇▇▇ No. 284, Nev. Rev. Stat. Home Loan
Sections 598D.010 et seq.
Effective October 1, 2003
New Jersey New Jersey Home Ownership Security Act of High Cost Home Loan
2002, N.J. Rev. Stat. Sections 46:10B-22 et seq.
Effective for loans closed on or after
November 27, 2003
New Mexico Home Loan Protection Act, N.M. Rev. Stat. High Cost Home Loan
Sections 58-21A-1 et seq.
Effective as of January 1, 2004; Revised
as of February 26, 2004
New York N.Y. Banking Law Article 6-l High Cost Home Loan
Effective for applications made on or
after April 1, 2003
North Carolina Restrictions and Limitations on High Cost High Cost Home Loan
Home Loans, N.C. Gen. Stat. Sections 24-1.1E et
seq.
Effective July 1, 2000; amended October 1,
2003 (adding open-end lines of credit)
Ohio H.B. 386 (codified in various sections of Covered Loan
the Ohio Code), Ohio Rev. Code ▇▇▇.
Sections 1349.25 et seq.
Effective May 24, 2002
Oklahoma Consumer Credit Code (codified in various Subsection 10 Mortgage
sections of Title 14A)
Effective July 1, 2000; amended effective
January 1, 2004
A-3
Standard & Poor's High Cost Loan Categorization
Category under
Name of Anti-Predatory Lending Applicable Anti-
State/Jurisdiction Law/Effective Date Predatory Lending Law
------------------ ------------------------------ ---------------------
South Carolina South Carolina High Cost and Consumer High Cost Home Loan
Home Loans Act, S.C. Code ▇▇▇.
Sections 37-23-10 et seq.
Effective for loans taken on or after
January 1, ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Residential Mortgage West Virginia Mortgage Loan
Lender, Broker and Servicer Act, W. Va. Act Loan
Code ▇▇▇. Sections 31-17-1 et seq.
Effective June 5, 2002
Standard & Poor's Covered Loan Categorization
Category under
Name of Anti-Predatory Lending Applicable Anti-
State/Jurisdiction Law/Effective Date Predatory Lending Law
------------------ ------------------------------ ---------------------
Georgia (Oct. 1, 2002 - Mar. ▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇. Code ▇▇▇. Covered Loan
2003) Sections 7-6A-1 et seq.
Effective October 1, 2002 - March 6, ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Home Ownership Security Act of Covered Home Loan
2002, N.J. Rev. Stat. Sections 46:10B-22 et seq.
Effective November 27, 2003 - July 5, 2004
Standard & Poor's Home Loan Categorization
Category under
Name of Anti-Predatory Lending Applicable Anti-
State/Jurisdiction Law/Effective Date Predatory Lending Law
------------------ ------------------------------ ---------------------
Georgia (Oct. 1, 2002 - Mar. ▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇. Code ▇▇▇. Home Loan
2003) Sections 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
A-4
Standard & Poor's Home Loan Categorization
Category under
Name of Anti-Predatory Lending Applicable Anti-
State/Jurisdiction Law/Effective Date Predatory Lending Law
------------------ ------------------------------ ---------------------
New Jersey New Jersey Home Ownership Security Act of Home Loan
2002, N.J. Rev. Stat. Sections 46:10B-22 et seq.
Effective for loans closed on or after
November 27, 2003
New Mexico Home Loan Protection Act, N.M. Rev. Stat. Home Loan
Sections 58-21A-1 et seq.
Effective as of January 1, 2004; Revised
as of February 26, 2004
North Carolina Restrictions and Limitations on High Cost Consumer Home Loan
Home Loans, N.C. Gen. Stat. Sections 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 ▇▇▇. Sections
37-23-10 et seq.
Effective for loans taken on or after
January 1, 2004
A-5
SCHEDULE A
Schedule of Mortgage Loans with
Defective Mortgage Files
A-1
SCHEDULE I
MORTGAGE LOANS PURCHASED ON APRIL 27, 2006
S-I-1
SCHEDULE II
MORTGAGE LOANS PURCHASED ON JUNE 30, 2006
S-II-1
SCHEDULE III
MORTGAGE LOANS PURCHASED ON JULY 13, 2006
S-III-1
SCHEDULE IV
MORTGAGE LOANS PURCHASED ON AUGUST 4, 2006
S-IV-1