ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT
AND
ASSUMPTION
AGREEMENT,
dated October 30, 2006,
between
Residential
Funding Company,
LLC, a Delaware limited liability company ("RFC"), and Residential
Funding
Mortgage Securities I, Inc., a Delaware corporation (the
"Company").
Recitals
I.
RFC has entered into contracts
("Seller
Contracts")
with various
seller/servicers,
pursuant to which such seller/servicers sell to RFC mortgage loans.
II.
The
Company
wishes to
purchase
from RFC
certain
Mortgage
Loans (as
hereinafter
defined) sold to RFC pursuant to the Seller Contracts.
III.
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 October 30, 2006 (the
"Series Supplement") to the Standard Terms of Pooling and Servicing
Agreement,
dated as of
October
30,
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-SA4 (the "Certificates")
consisting of classes designated as the
Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class
III-A-1, Class III-A-X-1,
Class
III-A-2,
Class III-A-3,
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 (collectively,
the "Class M
Certificates")
and
Class
B-1,
Class
B-2 and
Class
B-3
(collectively,
the
"Class
B
Certificates"),
representing
beneficial
ownership
interests
in a trust fund
consisting
primarily
of a pool of
mortgage
loans
identified
in Exhibit
One and Exhibit Two to the
Series Supplement (the "Mortgage Loans").
IV.
In connection with the purchase of the Mortgage Loans,
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").
V.
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 and
to assign certain of its rights under the Seller
Contracts to the Company,
and the Company
wishes to assume certain of RFC's obligations under the Seller
Contracts.
VI.
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:
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,
RFC hereby
assigns to
the Company
without
recourse
all of its right,
title and interest in and to the Mortgage
Loans, including all interest and principal,
and with respect to the Sharia Mortgage Loans,
all amounts in respect of profit
payments
and
acquisition
payments,
received on or with
respect to the Mortgage
Loans after
October 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
in
October
2006).
In
consideration
of such
assignment,
RFC or its
designee
will
receive from the Company in
immediately
available funds an amount equal to $285,725,457.49 plus a de
minimis portion of
each of the Class R
Certificates.
In connection
with such assignment and at the Company's
direction,
RFC has in respect of each
Mortgage
Loan
endorsed the related
Mortgage
Note
(other
than any
Destroyed
Mortgage
Note) to the order of the Trustee
and
delivered
an
assignment of mortgage 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.
RFC and the Company
agree that the sale of each Pledged
Asset Loan
pursuant to this
Agreement will also constitute the assignment,
sale, setting-over,
transfer and conveyance
to the Company,
without
recourse
(but
subject to RFC's
covenants,
representations
and
warranties
specifically
provided
herein),
of all of RFC's
obligations
and all of RFC's
right,
title and interest in, to and under,
whether now existing or hereafter
acquired as
owner of such
Pledged
Asset Loan with respect to any and all money,
securities,
security
entitlements,
accounts, general intangibles, payment intangibles,
instruments,
documents,
deposit
accounts,
certificates of deposit,
commodities
contracts,
and other
investment
property and other property of whatever kind or
description
consisting of, arising from or
related 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,
LLC and
the
Customer
(collectively,
the
"Assigned Contracts"),
(ii) all rights, powers and remedies of RFC as owner of such
Pledged
Asset Loan under or in connection
with the Assigned
Contracts,
whether
arising under the
terms of such Assigned Contracts,
by statute, at law or in equity, or otherwise arising out
of any
default
by the
Mortgagor
under
or in
connection
with the
Assigned
Contracts,
including
all
rights
to
exercise
any
election
or option
or to make any
decision
or
determination
or to give or receive any
notice,
consent,
approval or waiver
thereunder,
(iii) the
Pledged
Amounts
and all money,
securities,
security
entitlements,
accounts,
general
intangibles,
payment
intangibles,
instruments,
documents,
deposit
accounts,
certificates of deposit,
commodities
contracts,
and other
investment
property and other
property of whatever kind or
description
and, all cash and non-cash
proceeds of the sale,
exchange,
or
redemption
of,
and all stock or
conversion
rights,
rights to
subscribe,
liquidation
dividends or
preferences,
stock
dividends,
rights to
interest,
dividends,
earnings,
income, rents, issues, profits,
interest payments or other distributions of cash
or other property that secures a Pledged Asset Loan,
(iv) all documents,
books and records
concerning the foregoing
(including all computer
programs,
tapes, disks and related items
containing any such
information) and (v) all insurance
proceeds
(including
proceeds from
the Federal Deposit Insurance Corporation or the Securities
Investor Protection
Corporation
or any
other
insurance
company)
of
any of the
foregoing
or
replacements
thereof
or
substitutions therefor,
proceeds of proceeds and the conversion,
voluntary or involuntary,
of any thereof. The foregoing transfer,
sale, assignment and conveyance does not constitute
and is not intended to result in the
creation,
or an
assumption
by the
Company,
of any
obligation
of RFC, or any other Person in connection
with the Pledged
Assets or under any
agreement or instrument relating thereto,
including any obligation to the Mortgagor,
other
than as owner of the Pledged Asset Loan.
The
Company
and RFC
intend
that the
conveyance
by RFC to the
Company of all its
right,
title and interest in and to the Mortgage Loans pursuant to this
Section 2 shall be,
and be construed
as, a sale of the Mortgage
Loans by RFC to the Company.
It is,
further,
not intended that such
conveyance be deemed to be a pledge of the Mortgage
Loans by RFC to
the
Company to secure a debt or other
obligation
of RFC.
However,
in the event that the
Mortgage
Loans are held to be property of RFC, 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
Minnesota
Uniform
Commercial Code and the Uniform
Commercial Code of any other applicable
jurisdiction;
(b) the
conveyance
provided for in this Section
shall be deemed to be, and
hereby
is, a grant by RFC to the
Company
of a security
interest
in all of RFC's
right,
title and interest,
whether now owned or hereafter acquired,
in and to any and all general
intangibles,
payment intangibles,
accounts, chattel paper, instruments,
documents, money,
deposit accounts,
certificates of deposit,
goods, letters of credit, advices of credit and
investment
property
consisting of,
arising from or relating to any of the following:
(A)
the
Mortgage
Loans,
including
(i) with
respect to each
Cooperative
Loan,
the related
Mortgage Note,
Security
Agreement,
Assignment of
Proprietary
Lease,
Cooperative
Stock
Certificate,
Cooperative
Lease,
any
insurance
policies
and all other
documents in the
related
Mortgage File,
(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,
including
without
limitation all amounts from time to time held or invested in the
Certificate
Account or the
Custodial Account,
whether in the form of cash, instruments,
securities or other property;
(c) the
possession
by the
Trustee,
the
Custodian
or any other
agent of the Trustee of
Mortgage
Notes or such other items of property as constitute
instruments,
money,
payment
intangibles,
negotiable documents,
goods, deposit accounts,
letters of credit, advices of
credit investment
property or chattel paper shall be deemed to be possession by the
secured
party,
or
possession
by a purchaser or a person
designated
by such secured
party,
for
purposes of perfecting the security interest
pursuant to the Minnesota
Uniform
Commercial
Code and the
Uniform
Commercial
Code of any
other
applicable
jurisdiction
(including,
without
limitation,
Sections 8-106,
9-313 and 9-106 thereof);
and (d)
notifications
to
persons holding such property,
and acknowledgments,
receipts or confirmations from persons
holding such property,
shall be deemed
notifications
to, or
acknowledgments
receipts or
confirmations from, securities intermediaries,
bailees or agents of, or persons holding for
(as
applicable)
the Trustee for the purpose of
perfecting
such security
interest
under
applicable
law.
RFC
shall,
to the
extent
consistent
with
this
Agreement,
take such
reasonable
actions as may be necessary to ensure that, if this Agreement were
determined to
create a security
interest in the Mortgage
Loans and the other property
described
above,
such security
interest
would be determined
to be a perfected
security
interest of first
priority
under
applicable
law and will be maintained as such
throughout the term of this
Agreement.
Without limiting the generality of the foregoing,
RFC shall prepare and deliver
to the Company not less than 15 days prior to any filing date,
and the Company
shall file,
or shall cause to be filed,
at the expense of RFC,
all filings
necessary
to maintain the
effectiveness
of any original
filings
necessary
under the Uniform
Commercial Code as in
effect in any
jurisdiction
to perfect the
Company's
security
interest in or lien on the
Mortgage Loans,
including
without
limitation (x)
continuation
statements,
and (y) such
other
statements as may be occasioned by (1) any change of name of RFC or
the Company,
(2)
any change of location of the place of
business
or the chief
executive
office of RFC, or
(3) any transfer of any interest of RFC in any Mortgage Loan.
Notwithstanding
the
foregoing,
(i) the Master
Servicer
shall retain all servicing
rights (including,
without limitation,
primary servicing and master servicing) relating to
or arising out of the Mortgage Loans,
and all rights to receive
servicing fees,
servicing
income and other payments made as
compensation
for such servicing
granted to it under the
Pooling and
Servicing
Agreement
pursuant to the terms and
conditions
set forth
therein
(collectively,
the
"Servicing
Rights") and (ii) the Servicing
Rights are not included in
the
collateral
in which
RFC
grants
a
security
interest
pursuant
to the
immediately
preceding paragraph.
Section 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 a de minimis
portion of each of the Class R Certificates as part of the
consideration
payable to RFC by
the Company pursuant to this Agreement.
Section 4.
RFC
represents
and
warrants
to the Company
that on the date of
execution
hereof (or, if otherwise specified below, as of the date so
specified):
i.
The
information
set forth in
Exhibit
One,
Exhibit
Two and
Exhibit
Three 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;
ii.
Each mortgage loan with a
Loan-to-Value
Ratio at
origination in excess of 80%, will
be 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 the
Company's
knowledge,
each such Primary
Insurance
Policy is in full force and effect and the Trustee is
entitled
to the
benefits
thereunder;
iii.
Each
Primary
Insurance
Policy
insures
the named
insured and its
successors
and
assigns,
and the issuer of the
Primary
Insurance
Policy is an
insurance
company
whose
claims-paying ability is currently acceptable to the Rating
Agencies;
iv.
Immediately
prior to the
assignment
of the Mortgage
Loans to the Company,
RFC had
good title to, and was the sole owner of, each
Mortgage
Loan free and clear of any pledge,
lien,
encumbrance
or
security
interest
(other
than
rights to
servicing
and
related
compensation
and, with respect to certain
Mortgage
Loans,
the monthly payment due on the
first Due Date
following
the Cut-off
Date),
and no action has been taken or failed to be
taken by RFC that would materially
adversely affect the enforceability of any Mortgage Loan
or the interests therein of any holder of the Certificates;
v.
No Mortgage
Loan was 30 or more days
delinquent in payment of principal and interest
as of the Cut-off
Date and no Mortgage
Loan has been so
delinquent
more than once in the
12-month period prior to the Cut-off Date;
vi.
Subject to clause (v) above as respects
delinquencies,
there is no default,
breach,
violation
or event of
acceleration
existing
under any
Mortgage
Note or Mortgage and no
event which,
with notice and
expiration
of any grace or cure period,
would
constitute a
default, breach, violation or event of acceleration,
and no such default, breach, violation
or event of
acceleration
has been waived by the Seller or by any other entity
involved in
originating or servicing a Mortgage Loan;
vii.
There is no delinquent tax or assessment lien against any Mortgaged
Property;
viii. No
Mortgagor
has any right of offset,
defense
or
counterclaim
as to the
related
Mortgage Note or Mortgage except as may be provided under the
Servicemembers'
Civil Relief
Act;
ix.
None of the Mortgage Loans are Buy-Down Mortgage Loans;
x.
There are no
mechanics'
liens or claims for work,
labor or material
affecting
any
Mortgaged
Property
which are or may be a lien
prior to,
or equal
with,
the lien of the
related
Mortgage,
except
such liens that are
insured or
indemnified
against by a title
insurance policy described under clause (xv) below;
xi.
Each
Mortgaged
Property
is free of
damage
and in good
repair
and no
notice
of
condemnation
has been given with
respect
thereto and RFC knows of nothing
involving
any
Mortgaged
Property that could
reasonably be expected to
materially
adversely
affect the
value or marketability of any Mortgaged Property;
xii.
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;
xiii. Each Mortgage
contains
customary and enforceable
provisions which render the rights
and
remedies of the holder
adequate to realize the
benefits of t
