EXECUTION COPY
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION
AGREEMENT,
dated as of April 27, 2007,
between
Residential
Funding
Company,
LLC, a Delaware limited liability company ("RFC") and Residential
Funding Mortgage
Securities II, Inc.,
a Delaware corporation (the "Company").
Recitals
A.
RFC has entered into seller
contracts
("Seller
Contracts")
with certain
sellers and
servicers.
B.
The
Company
wishes
to
purchase
from RFC
certain
Mortgage
Loans
(as
hereinafter
defined) originated pursuant to the Seller Contracts with respect
thereto.
C.
The
Company,
RFC,
as master
servicer,
and LaSalle
Bank
National
Association,
as
trustee
(the
"Trustee"),
are
entering
into a Pooling and
Servicing
Agreement
dated as of April 1, 2007 (the
"Pooling and Servicing
Agreement"),
pursuant to which the Company proposes to issue Home Equity Loan
Pass-Through
Certificates,
Series
2007-HSA2 (the
"Certificates")
consisting of ten classes
designated as Class A-1V,
Class
A-1F,
Class A-2, Class A-3,
Class A-4,
Class A-5,
Class A-6,
Class SB, Class R-I and Class R-II,
representing
beneficial
ownership
interests in a trust fund
consisting
primarily of a pool of closed-end,
primarily
second
lien fixed rate
mortgage
loans
identified
on Exhibit D to the Pooling and Servicing
Agreement
(the
"Mortgage
Loans").
D.
In connection
with the purchase of the Mortgage
Loans,
the Company will assign to RFC
the Class SB, Class R-I and Class R-II Certificates (the "Retained
Certificates").
E.
In
connection
with
the
purchase
of the
Mortgage
Loans
and
the
issuance
of the
Certificates, RFC wishes to make certain representations and
warranties to the Company.
F.
The Company and RFC intend that the
conveyance
by RFC to the Company of all its right,
title and interest in and to the Mortgage
Loans pursuant to this
Agreement
shall
constitute a purchase and sale
and not a loan.
NOW THEREFORE,
in
consideration
of the recitals and the mutual
promises herein and other good
and valuable consideration, the parties agree as follows:
1.
All
capitalized
terms used but not
defined
herein
shall
have the
meanings
assigned
thereto in the
Pooling and Servicing Agreement.
2.
Concurrently
with the execution and delivery
hereof,
RFC hereby assigns to the Company without recourse
all of its right,
title and interest in and to the Mortgage Loans,
including all interest and principal
received
on or with respect to the Mortgage Loans on or after the Cut-off
Date. In
consideration
of such
assignment,
RFC
will receive from the Company,
in immediately
available
funds, an amount equal to
$1,241,541,668.49,
including
accrued
interest,
and the
Retained
Certificates.
In
connection
with
such
assignment
and at the
Company's
direction,
RFC has in respect of each Mortgage
Loan endorsed the related
Mortgage Note (other than any Destroyed
Mortgage
Note,
as defined in the
following
sentence) to the order of the Trustee and delivered an assignment
of
mortgage in
recordable
form to the Trustee or its agent.
A "Destroyed
Mortgage
Note" means a Mortgage Note the
original of which was permanently lost or destroyed.
The
Company
and RFC intend that the
conveyance
by RFC to the Company of all its right,
title
and interest in and to the Mortgage
Loans
pursuant to this Section 2 shall be, and be construed as, a sale of
the
Mortgage Loans by RFC to the Company.
It is,
further,
not intended that such conveyance be deemed to be a pledge
of the Mortgage
Loans by RFC to the Company to secure a debt or other
obligation
of RFC.
Nonetheless,
(a) this
Agreement
is intended to be and hereby is deemed to be a security
agreement
within the meaning of Articles 8 and
9 of the Minnesota Uniform
Commercial Code and the Uniform
Commercial Code of any other applicable
jurisdiction;
(b) the
conveyance
provided for in this Section shall be deemed to be a grant by RFC
to the Company of a security
interest in all of RFC's right
(including
the power to convey title
thereto),
title and
interest,
whether now
owned or hereafter acquired,
in and to (A) the Mortgage Loans,
including the related Mortgage Note, the Mortgage,
any related
insurance
policies and all other
documents in the related
Mortgage
File,
(B) all amounts
payable
pursuant to the
Mortgage
Loans in
accordance
with the terms
thereof,
and (C) any and all general
intangibles
consisting of, arising from or relating to any of the foregoing,
and all proceeds of the conversion,
voluntary or
involuntary,
of
the
foregoing
into
cash,
instruments,
securities
or
other
property,
including,
without
limitation,
all amounts from time to time held or invested in the
Certificate
Account or the Custodial
Account,
whether in the form of cash,
instruments,
securities or other
property;
(c) the possession by the Trustee,
the
Custodian
or any other
agent of the Trustee of
Mortgage
Notes or such other
items of
property
as
constitute
instruments,
money,
payment
intangibles,
negotiable
documents,
goods,
deposit
accounts,
letters of credit,
advices
of
credit,
investment
property,
certificated
securities
or
chattel
paper
shall
be
deemed
to be
"possession by the secured party",
or possession by a purchaser or a person
designated by such secured party, for
purposes of perfecting the security
interest
pursuant to the Minnesota
Uniform
Commercial
Code and the Uniform
Commercial Code of any other applicable
jurisdiction
(including,
without
limitation,
Sections 8-106, 9-313 and
9-106
thereof);
and (d)
notifications
to persons
holding
such
property,
and
acknowledgments,
receipts
or
confirmations from persons holding such property,
shall be deemed
notifications to, or acknowledgments,
receipts
or confirmations from, financial
intermediaries,
bailees or agents (as applicable) of the Trustee for the purpose
of
perfecting
such
security
interest
under
applicable
law.
RFC shall,
to the extent
consistent
with this
Agreement,
take such
reasonable
actions as may be
necessary to ensure that,
if this
Agreement
were deemed to
create a security
interest in the Mortgage Loans and the other property
described above,
such security
interest
would be deemed to be a perfected
security
interest of first priority under applicable law and will be
maintained
as such
throughout
the term of this
Agreement.
Without
limiting the
generality
of the
foregoing,
RFC shall
prepare and deliver to the Company not less than 15 days prior to
any filing date,
and the Company
shall file, or
shall cause to be filed,
at the expense of RFC,
all
filings
necessary
to
maintain
the
effectiveness
of any
original
filings
necessary
under the Uniform
Commercial
Code as in effect in any
jurisdiction
to perfect the
Company's
security
interest in or lien on the Mortgage
Loans,
including
without
limitation
(x)
continuation
statements,
and (y) such other
statements
as may be
occasioned by (1) any change of name of RFC or the Company,
(2) any change of location of the place of business or the chief
executive
office of RFC, or (3) any
transfer of
any interest of RFC in any Mortgage Loan.
3.
Concurrently
with the execution and delivery hereof,
the Company hereby assigns to RFC
without
recourse
all of its
right,
title
and
interest
in and to the
Residual
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)
As of the Cut-off
Date,
no
Mortgage
Loan is 30 days or more
Delinquent
in payment of
principal
and
interest;
(b)
The
information
set forth in Exhibit D to the
Pooling
and
Servicing
Agreement
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;
(c)
There is no right of rescission,
valid offset,
defense,
claim or
counterclaim of any obligor under any
Mortgage Note or Mortgage except as may be provided under the
Servicemembers Civil Relief Act, as amended;
(d)
There is no
delinquent
recording or other tax or fee or
assessment
lien against any related
Mortgaged
Property;
(e)
There is no
proceeding
pending
or
threatened
for the total or
partial
condemnation
of the
related
Mortgaged Property;
(f)
There are no
mechanics'
or similar
liens or claims
which have been filed for work,
labor or
material
affecting the related
Mortgaged
Property which are, or may be liens prior or equal to, or
subordinate
with, the
lien of the related Mortgage;
(g)
For each
Mortgage
Loan,
the related
Custodial
File contains or will contain each of the documents and
instruments specified to be included therein;
(h)
The related
Mortgage
Note and the
related
Mortgage
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 and the Constitution of the State of
Texas;
(i)
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 and each such
policy is valid and
remains in full
force and
effect,
unless the
Mortgaged
Property is located in the State of Iowa and an attorney's
certificate
has been provided in accordance
with the Program Guide,
and a title search or other assurance of title customary in the
relevant
jurisdiction was
obtained with respect to each Mortgage Loan as to which no title
insurance policy or binder was issued;
(j)
With
respect to each
Mortgage
Loan,
the ratio,
expressed as a
percentage,
of (A) the sum of (i) the
Cut-off
Date
Principal
Balance of such
Mortgage
Loan and (ii) any
outstanding
principal
balance,
as of the
Cut-off
Date,
of all
other
mortgage
loans,
if any,
secured
by senior or
subordinate
liens on the
related
Mortgaged
Property,
to (B) the Appraised
Value,
or, to the extent
permitted by the Program
Guide,
the Stated
Value of such Mortgaged Property, was not in excess of 100%;
(k)
The physical property subject to each Mortgage is free of material
damage and is in good repair;
(l)
RFC has not
received a notice of default of any senior
mortgage
loan
related to a
Mortgaged
Property
which has not been cured by a party other than the related
Subservicer;
(m)
The
Mortgage
Rate on each
Mortgage
Loan
will be
fixed.
No
Mortgage
Loan is
subject
to
negative
amortization;
(n)
No more than
24.9% and 10.1% of the
Mortgage
Loans are
secured
by
Mortgaged
Properties
located
in
California and Florida, respectively;
(o)
Immediately
prior to the assignment of the Mortgage Loans to the Trustee,
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 a first lien on such
Mortgaged
Property
and the rights to
servicing
and
related
compensation)
and such
assignment
validly
transfers
ownership of the Mortgage Loans to the Trustee free and clear of
any pledge,
lien,
encumbrance or security
interest
(other than a first lien on such Mortgaged
Property and the rights to servicing
and related compensation);
(p)
Approximately 65.6% of the Mortgage Loans are balloon loans;
(q)
No Mortgage
Loan will have a
remaining
term to stated
maturity as of the Cut-off
Date of less than 57
months.
The weighted
average
remaining term to stated maturity of the Mortgage Loans as of the
Cut-off Date will
be
approximately
218 months.
The weighted
average
original
term to maturity of the
Mortgage
Loans as of the
Cut-off Date will be
approximately
215 months.
0.1% of the
Mortgage
Loans are
fully-amortizing
and will have
original terms to maturity of approximately
five years,
with a weighted average remaining term to stated maturity
of such
Mortgage
Loans of
approximately
58 months.
0.3% of the Mortgage
Loans are
fully-amortizing
and will
have original
terms to maturity of
approximately
ten years,
with a weighted
average
remaining
term to stated
maturity of such Mortgage Loans of approximately 118 months.
5.0% of the Mortgage Loans are
fully-amortizing
and
will have original terms to maturity of
approximately
fifteen years,
with a weighted
average
remaining term to
stated
maturity
of
such
Mortgage
Loans
of
approximately
178
months.
2.1%
of
the
Mortgage
Loans
are
fully-amortizing
and will have original terms to maturity of approximately
twenty years,
with a weighted average
remaining term to stated maturity of such Mortgage Loans of
approximately
237 months.
8.5% of the Mortgage Loans
are fully-amortizing
and will have original terms to maturity of approximately
twenty-five years, with a weighted
average
remaining
term to stated
maturity of such
Mortgage
Loans of
approximately
353
months.
65.6% of the
Mortgage Loans are balloon loans and will have original terms to
maturity of
approximately
fifteen years based on
30-year amortization schedules, with a weighted average remaining
term to stated maturity of 177 months;
(r)
[Reserved];
(s)
Other than with respect to a payment default,
there is no material
default,
breach,
violation or event
of
acceleration
existing
under the terms of any Mortgage
Note or Mortgage
and no event which,
with notice and
expiration
of any grace or cure
period,
would
constitute
a material
default,
breach,
violation
or event of
acceleration under the terms of any Mortgage Note or Mortgage, and
no such material default,
breach,
violation or
event of
acceleration
has been
waived by RFC or by any other
entity
involved
in
originating
or
servicing a
Mortgage Loan;
(t)
For each
Mortgage
Loan,
hazard
insurance
and
flood
insurance
has been
obtained
which
meets
all
applicable
requirements of Section 3.11 of the Pooling and Servicing
Agreement, or the Master Servicer will obtain
blanket coverage in respect thereof as contemplated in the Pooling
and Servicing Agreement;
(u)
Each Mortgage Note and each Mortgage is an enforceable obligation
of the related Mortgagor;
(v)
No
instrument
of release or waiver has been
executed in
connection
with the
Mortgage
Loans,
and no
Mortgagor has been released, in whole or in part from its
obligations in connection with a Mortgage Loan;
(w)
With
respect to each
Mortgage
Loan that is a second lien,
either (i) no consent for the Mortgage
Loan
was
required by the holder of the related
prior lien or (ii) such
consent has been
obtained and is contained in
the Mortgage File;
(x)
None of the Mortgaged
Properties is a mobile home or a manufactured
housing unit that is not permanently
attached to its foundation;
(y)
Each Mortgage Loan constitutes a qualified
mortgage under Section
860G(a)(3)(A)of
the Code and Treasury
Regulations
Section
1.860G-2(a)(1),
(2),
(4),
(5) and (6),
without
reliance
on the
provisions
of Treasury
Regulation Section
1.860G-2(a)(3) or Treasury Regulation Section
1.860G-2(f)(2) or any other provision that would
allow
a
Mortgage
Loan
to be
treated
as a
"qualified
mortgage"
notwithstanding
its
failure
to
meet
the
requirements of Section
860G(a)(3)(A) of the Code and Treasury
Regulation Section
1.860G-2(a)(1),
(2), (4), (5)
and (6);
(z)
Approximately
96.8% of the Mortgage Loans are actuarial
mortgage
loans, on which 30 days of interest is
owed each month irrespective of the day on which the payment is
received;
(aa)
As of the Cut-off
Date,
the Mortgage
Rates of the
Mortgage
Loans range
between
5.375% per annum and
19.125% per annum, with a weighted average Mortgage Rate of
approximately 10.6970% per annum;
(bb)
99.84% of the Mortgage Loans are secured by second liens and the
remainder are secured by first liens;
(cc)
[Reserved];
(dd)
(A) Each
Mortgaged
Property
with
respect to the
Mortgage
Loans
consists of a single
parcel of real
property with a single family
residence
erected thereon,
a two-to-four
family
residence
erected
thereon,
or
improved by an individual
condominium unit, planned unit development,
townhouse or modular home; (B) with respect
to the Mortgage
Loans,
(i)
approximately
36.76% of the Mortgage Loans are secured by real property
improved by
individual
condominium units, planned unit developments (attached and
detached),
townhouses/rowhouses
or modular
homes,
(ii)
approximately
55.93% of the
Mortgage
Loans
are
secured
by real
property
with a single
family
residence erected thereon and (iii)
approximately
7.32% of the Mortgage Loans are secured by real property with a
two-to-four family residence;
(ee)
4 of the Mortgage Notes of the Mortgage Loans are missing from the
Custodial File;
(ff)
None of the Mortgage Loans are secured by a leasehold interest;
(gg)
None of the proceeds of the
Mortgage
Loans were used to finance the
purchase of single
premium
credit
insurance
policies and none of the Mortgage
Loans
contain
prepayment
penalties
that extend
beyond five years
after the date of origination;
(hh)
None of the Mortgage Loans are loans that,
under
applicable
state or local law in effect at the time of
origination
of such
loan,
are
referred
to as (1)
"high
cost" or
"covered"
loans or (2) any
other
similar
designation if the law imposes greater
restrictions or additional
legal liability for residential
mortgage loans
with high interest rates, points and/or fees;
(ii)
RFC has not transferred
the Mortgage Loans to the Purchaser with any intent to hinder,
delay or
defraud cr
