EXECUTION COPY
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 Accredit Loans, Inc., a Delaware corporation
(the "Company").
Recitals
A.
RFC has
entered
into
contracts
("Seller
Contracts")
with
various seller/servicers,
pursuant to which such seller/servicers sell to RFC
mortgage loans.
B. The
Company
wishes
to
purchase
from RFC
certain
Mortgage
Loans (as hereinafter defined) sold to RFC pursuant to the Seller
Contracts.
C. The Company,
RFC, as master servicer,
and Deutsche Bank Trust
Company
Americas,
as trustee (the
"Trustee"),
are
entering
into a Series
Supplement,
dated as of October 30, 2006 (the "Series
Supplement"),
and the
Standard
Terms of Pooling and
Servicing
Agreement,
dated as of October 30,
2006 (collectively, the "Pooling and Servicing Agreement"),
pursuant to which
the
Company
proposes
to
issue
Mortgage
Asset-Backed
Pass-Through
Certificates,
Series
2006-QS15
(the
"Certificates")
consisting
of
nine
classes
designated as Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6,
Class A-P,
Class A-V and Class R
Certificates;
and six
classes
designated as Class M-1, Class M-2, 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 to the Series Supplement (the "Mortgage
Loans").
D. In
connection
with the
purchase of the Mortgage
Loans,
the
Company
will
assign
to
RFC
the
Class
A-P
Certificates
and
Class
A-V
Certificates and a de minimis portion of the Class R Certificates.
E. In connection
with the purchase of the Mortgage
Loans and the
issuance of the Certificates,
RFC wishes to make certain
representations and
warranties to the Company.
F. The Company and RFC intend
that the
conveyance
by RFC to the
Company of all its right,
title and
interest
in and to the
Mortgage
Loans
pursuant to this
Agreement
shall
constitute
a purchase
and sale and not a
loan.
NOW
THEREFORE,
in
consideration
of the recitals and the mutual
promises herein and other good and valuable
consideration,
the parties agree
as follows:
1. All
capitalized
terms used but not defined
herein shall have
the meanings assigned thereto in the Pooling and Servicing
Agreement.
2.
Concurrently
with the
execution
and
delivery
hereof,
RFC
hereby
assigns to the Company
without
recourse all of its right,
title and
interest in and to the Mortgage
Loans,
including all interest and principal,
and with
respect
to the Sharia
Mortgage
Loans,
all
amounts in respect of
profit payments and acquisition
payments,
received on or with respect to the
Mortgage
Loans after
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
on or before October 31, 2006). In consideration
of such
assignment,
RFC or
its designee will receive from the Company in immediately
available
funds an
amount equal to
$539,472,357.13,
the Class A-P
Certificates,
the Class A-V
Certificates
and a de
minimis
portion
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.
RFC and the
Company
agree
that the sale of each
Pledged
Asset
Loan
pursuant
to
this
Agreement
will
also
constitute
the
assignment,
sale,
setting-over,
transfer and conveyance to the Company,
without
recourse (but
subject
to
RFC's
covenants,
representations
and
warranties
specifically
provided herein),
of all of RFC's
obligations and all of RFC's right,
title
and interest in, to and under,
whether now existing or hereafter
acquired as
owner
of
such
Pledged
Asset
Loan
with
respect
to any
and
all
money,
securities,
security
entitlements,
accounts,
general intangibles,
payment
intangibles,
instruments,
documents,
deposit
accounts,
certificates
of
deposit,
commodities
contracts,
and
other
investment
property
and other
property
of whatever
kind or
description
consisting
of,
arising
from or
related,
(i) the Credit
Support
Pledge
Agreement,
the
Funding and Pledge
Agreement
among the
Mortgagor or other Person
pledging the related
Pledged
Assets
(the
"Customer"),
Combined
Collateral
LLC and
National
Financial
Services
Corporation,
and the Additional
Collateral
Agreement between GMAC
Mortgage, LLC and the Customer (collectively,
the "Assigned Contracts"), (ii)
all rights,
powers and
remedies of RFC as owner of such
Pledged
Asset Loan
under or in connection with the Assigned Contracts,
whether arising under the
terms
of
such
Assigned
Contracts,
by
statute,
at law or in
equity,
or
otherwise
arising out of any default by the Mortgagor
under or in connection
with the Assigned Contracts,
including all rights to exercise any election or
option or to make any
decision
or
determination
or to give or receive
any
notice, consent, approval or waiver thereunder,
(iii) the Pledged Amounts and
all money, securities,
security entitlements,
accounts, general intangibles,
payment intangibles,
instruments,
documents, deposit accounts,
certificates
of deposit,
commodities
contracts,
and other investment
property and other
property of whatever kind or
description
and all cash and non-cash
proceeds
of the sale,
exchange,
or redemption of, and all stock or conversion rights,
rights to subscribe,
liquidation
dividends or preferences,
stock dividends,
rights to interest,
dividends,
earnings,
income,
rents,
issues,
profits,
interest
payments
or
other
distributions
of cash or other
property
that
secures
a
Pledged
Asset
Loan,
(iv)
all
documents,
books
and
records
concerning the foregoing
(including all computer
programs,
tapes, disks and
related items containing any such information) and (v) all
insurance
proceeds
(including
proceeds from the Federal
Deposit
Insurance
Corporation
or the
Securities Investor Protection
Corporation or any other insurance company) of
any of the
foregoing
or
replacements
thereof
or
substitutions
therefor,
proceeds of proceeds
and the
conversion,
voluntary or
involuntary,
of any
thereof.
The foregoing
transfer,
sale,
assignment and conveyance
does not
constitute and is not intended to result in the creation,
or an assumption by
the Company,
of any obligation of RFC, or any other Person in connection with
the Pledged
Assets or under any
agreement or
instrument
relating
thereto,
including any obligation to the Mortgagor,
other than as owner of the Pledged
Asset Loan.
The Company and RFC intend that the
conveyance by RFC to the Company of
all its right,
title and
interest in and to the Mortgage
Loans
pursuant to
this Section 2 shall be, and be construed as, a sale of the
Mortgage
Loans by
RFC to the Company.
It is,
further,
not intended
that such
conveyance
be
deemed to be a pledge of the Mortgage
Loans by RFC to the Company to secure a
debt or other obligation of RFC.
Nonetheless,
(a) this Agreement is intended
to be and hereby is a security
agreement within the meaning of Articles 8 and
9 of the Minnesota Uniform
Commercial Code and the Uniform Commercial Code of
any other
applicable
jurisdiction;
(b) the conveyance
provided for in this
Section
shall be deemed to be, and
hereby is, a grant by RFC to the
Company
of a security interest in all of RFC's right, title and interest,
whether now
owned
or
hereafter
acquired,
in and to any
and all
general
intangibles,
payment intangibles,
accounts, chattel paper, instruments,
documents, money,
deposit accounts,
certificates of deposit,
goods, letters of credit, advices
of credit and investment
property
consisting of, arising from or relating to
any of the following:
(A) the Mortgage Loans,
including
(i) with respect to
each
Cooperative
Loan,
the
related
Mortgage
Note,
Security
Agreement,
Assignment of Proprietary Lease,
Cooperative Stock
Certificate,
Cooperative
Lease, any insurance
policies and all other documents in the related Mortgage
File,
(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 state of formation,
place of business or the chief
executive
office of RFC,
or (3) any
transfer of any
interest
of RFC in any
Mortgage
Loan.
Notwithstanding
the
foregoing,
(i) the
Master
Servicer
shall
retain all servicing rights (including,
without limitation, primary servicing
and master
servicing)
relating to or arising out of the Mortgage Loans,
and
all rights to receive
servicing
fees,
servicing
income and other
payments
made as
compensation
for such servicing
granted to it under the Pooling and
Servicing
Agreement
pursuant to the terms and
conditions
set forth therein
(collectively,
the "Servicing
Rights") and (ii) the Servicing Rights are not
included in the
collateral in which RFC grants a security
interest
pursuant
to the immediately preceding paragraph.
3.
Concurrently
with the
execution
and
delivery
hereof,
the
Company
hereby
assigns to RFC without
recourse all of its right,
title and
interest in and to the Class A-P Certificates,
the Class A-V Certificates and
a de minimis portion of the Class R Certificates as part of the
consideration
payable to RFC by the Company pursuant to this Agreement.
4. RFC
represents
and
warrants to the Company
that on the date
of
execution
hereof (or, if
otherwise
specified
below,
as of the date so
specified):
(a)
The
information
set
forth in
Exhibit
One to the
Series
Supplement
with respect to each Mortgage Loan or the Mortgage
Loans,
as the
case may be, is true and
correct
in all
material
respects,
at the date or
dates respecting which such information is furnished;
(b)
Each
Mortgage
Loan is required to be covered by a standard
hazard
insurance
policy.
Each Mortgage Loan with a
Loan-to-Value
Ratio at
origination
in excess of 80% will be
insured by a Primary
Insurance
Policy
covering
at
least
35% of the
principal
balance
of the
Mortgage
Loan at
origination
if the
Loan-to-Value
Ratio is between
100.00% and
95.01%,
at
least 30% of the principal
balance of the Mortgage Loan at origination if the
Loan-to-Value
Ratio is between 95.00% and 90.01%, at least 25% of the balance
if the
Loan-to-Value
Ratio is between
90.00% and 85.01% and at least 12% of
the balance if the
Loan-to-Value
Ratio is between 85.00% and 80.01%.
To the
best of the
Company's
knowledge,
each such Primary
Insurance
Policy is in
full force and effect and the Trustee is entitled to the benefits
thereunder;
(c)
Each Primary
Insurance Policy insures the named insured and
its successors and assigns,
and the issuer of the Primary Insurance Policy is
an insurance company whose
claims-paying
ability is currently
acceptable to
the Rating Agencies;
(d)
Immediately
prior to the
assignment of the Mortgage
Loans
to the
Company,
RFC had good
title
to,
and was the sole
owner
of,
each
Mortgage
Loan free and clear of any
pledge,
lien,
encumbrance
or security
interest
(other than rights to servicing and related
compensation
and, with
respect to certain
Mortgage
Loans,
the monthly payment due on the first Due
Date
following the Cut-off
Date),
and no action has been taken or failed to
be taken by RFC that would materially
adversely affect the
enforceability of
any Mortgage Loan or the interests therein of any holder of the
Certificates;
(e)
No Mortgage
Loan was 30 or more days
delinquent in payment
of
principal
and
interest as of the Cut-off
Date and no Mortgage
Loan has
been so delinquent
more than once in the 12-month period prior to the Cut-off
Date;
(f)
Subject
to
clause
(e)
above as
respects
delinquencies,
there is no
default,
breach,
violation
or event of
acceleration
existing
under any
Mortgage
Note or
Mortgage
and no event
which,
with
notice and
expiration of any grace or cure period,
would
constitute a default,
breach,
violation or event of acceleration,
and no such default, breach, violation or
event of
acceleration
has been
waived by the Seller or by any other
entity
involved in originating or servicing a Mortgage Loan;
(g)
There is no delinquent
tax or
assessment
lien against any
Mortgaged Property;
(h)
No
Mortgagor
has
any
right
of
offset,
defense
or
counterclaim
as to the related
Mortgage
Note or
Mortgage
except as may be
provided
under the
Servicemembers
Civil Relief Act,
formerly
known as the
Soldiers' and Sailors'
Civil Relief Act of 1940, as amended,
and except with
respect to any buydown agreement for a Buydown Mortgage Loan;
(i)
There are no mechanics'
liens or claims for work,
labor or
material
affecting
any Mortgaged
Property
which are or may be a lien prior
to, or equal with,
the lien of the related
Mortgage,
except such liens that
are
insured or
indemnified
against by a title
insurance
policy
described
under clause (aa) below;
(j)
Each
Mortgaged
Property
is
free
of
damage
and in good
repair and no notice of
condemnation
has been given with respect thereto and
RFC knows of nothing
involving any Mortgaged
Property that could
reasonably
be expected to materially
adversely
affect the value or marketability of any
Mortgaged Property;
(k)
Each
Mortgage
Loan at the time it was made complied in all
material respects with applicable local,
state, and federal laws,
including,
but not limited to, all applicable anti-predatory lending laws;
(l)
Each Mortgage contains customary and enforceable
provisions
which
render the rights and
remedies
of the holder
adequate to realize the
benefits of the security agains
