ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT
AND
ASSUMPTION
AGREEMENT,
dated
April 27,
2007,
between
Residential
Funding
Company,
LLC,
a Delaware
corporation
("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 Deutsche Bank Trust Company Americas,
as trustee (the "Trustee"),
are entering into a Series Supplement,
dated as of April 1, 2007
(the "Series
Supplement"),
to the Standard Terms of Pooling and Servicing
Agreement,
dated
as of April
1,
2007
(together
with the
Series
Supplement,
the
"Pooling
and
Servicing
Agreement"),
pursuant
to
which
the
Company
proposes
to
issue
Mortgage
Pass-Through
Certificates,
Series
2007-S4 (the
"Certificates")
consisting of classes
designated as the
Class A-1,
Class A-2,
Class A-3,
Class A-4,
Class A-5,
Class A-6,
Class A-7,
Class A-8,
Class A-9, Class A-10,
Class A-11,
Class A-12,
Class A-13,
Class A-14,
Class A-15,
Class
A-V,
Class
A-P,
Class
R-I
and
Class
R-II
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 to the Series
Supplement
(the "Mortgage Loans").
IV.
In connection with the purchase of the Mortgage Loans,
the Company will assign
to RFC the Class A-P
Certificates,
Class A-V
Certificates
and a de minimis
portion of the
Class R-I and Class R-II
Certificates
(the "Class R Certificates",
and a de minimis portion
of the
Class R
Certificates,
together
with
the
Class
A-P
Certificates
and
Class
A-V
Certificates, the "Retained 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 any Sharia
Mortgage Loans,
all
amounts in respect of profit
payments
and
acquisition
payments,
received
on or with
respect to the
Mortgage
Loans
after April 1, 2007 (other
than
payments of
principal
and
interest,
and with
respect to any Sharia
Mortgage
Loans,
all amounts in respect of profit
payments
and
acquisition
payments,
due
on
the
Mortgage
Loans
in
April
2007).
In
consideration
of such
assignment,
RFC or its
designee
will
receive
from the
Company in
immediately
available
funds
an
amount
equal
to
$313,837,915.77
plus
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) 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.
Section 3.
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 any 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 any
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 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 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 the Retained
Certificates
as part of the
consideration
payable to RFC by the
Company
pursuant
to this
Agreement.
Section 5.
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 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)
Except in the case of
approximately
2.3% of the Mortgage
Loans,
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 is 30 or more days
delinquent
in the
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 all
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 the
security
against the
Mortgaged
Property,
including
(i) in the case of a
Mortgage
that is a deed of
trust,
by
trustee's sale,
(ii) by summary
foreclosure,
if available
under
applicable law, and (iii)
otherwise
by
foreclosure,
and there is no
homestead
or other
exemption
available to the
Mortgagor
that
would
interfere
with
such
right to sell at a
trustee's
sale or right to
foreclosure,
subject
in each
case
to
applicable
federal
and
state
laws
and
judicial
precedents with respect to bankruptcy and right of redemption;
(xiv)
With respect to each Mortgage that is a deed of trust, a trustee
duly qualified
under
applicable
law to serve as such is properly
named,
designated
and
serving,
and except in
connection
with a
trustee's
sale after
default by a
Mortgagor,
no fees or
expenses
are
payable by the Seller or RFC to the trustee under any Mortgage that
is a deed of trust;
(xv)
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,
is valid and binding and remains in full
force and
effect,
unless the
Mortgaged
Properties
are located in the State of Iowa and an
attorney's certificate has been provided as described in the
Program Guide;
(xvi)
The
Mortgage
Loans are
conventional,
fixed
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;
(xvii)
No Mortgage Loan provides for deferred interest or negative
amortization;
(xviii) The
improvements
upon the Mortgaged
Properties 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,
authorize the holder of the Mortgage to obtain and maintain
such
insurance at the
Mortgagor's expense and to seek reimbursement therefore from the
Mortgagor;
(xix)
If any of the
Mortgage
Loans are secured by a leasehold
interest,
with
respect to
each
leasehold
interest:
the use of
leasehold
estates for
residential
properties
is an
accepted
practice in the area where the related
