ASSIGNMENT AND ASSUMPTION
AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated June 28,
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 U.S.
Bank National Association, as trustee
(the "Trustee"), are entering into a Series Supplement,
dated as of June 1, 2007 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing
Agreement, dated as of June 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-S6 (the "Certificates")
consisting of classes designated as the Class I-A-1, Class I-A-2,
Class I-A-3, Class I-A-4, Class I-A-5,
Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class
I-A-10, Class I-A-11, Class I-A-12, Class
I-A-13, Class I-A-14, Class I-A-15, Class I-A-16, Class
I-A-17, Class I-A-18, Class I-A-19, Class
I-A-20, Class II-A-1, Class II-A-2, Class II-A-3, Class
II-A-4, Class II-A-5, Class II-A-6, Class
II-A-7, Class II-A-8, Class II-A-9, Class II-A-10, Class II-A-11,
Class II-A-12, Class II-A-13, Class
II-A-14, Class II-A-15, Class I-A-V, Class II-A-V, Class I-A-P,
Class II-A-P, Class R-I and Class R-II
Certificates (collectively, the "Senior Certificates"), Class
I-M-1, Class I-M-2, Class I-M-3, Class
II-M-1, Class II-M-2 and Class II-M-3 Certificates (collectively,
the "Class M Certificates") and Class
I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and
Class II-B-3 Certificates (collectively,
the "Class B Certificates"), representing beneficial ownership
interests in a trust fund consisting
primarily of a pool of mortgage loans, which will be divided
into two groups, identified in Exhibit
One-I and Exhibit One-II 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 I-A-P Certificates, Class II-A-P Certificates,
Class I-A-V Certificates, Class II-A-V
Certificates and a de minimis portion of each of the Class R-I and
Class R-II Certificates (collectively
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 June
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 June
2007). In consideration of such assignment, RFC or its
designee will receive from the Company in
immediately available funds an amount equal to $699,197,696.62
plus the Class I-A-P Certificates, Class
II-A-P Certificates, Class I-A-V Certificates, Class II-A-V
Certificates and a de minimis portion of 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 Class I-A-P, Class II-A-P, Class
I-A-V, Class II-A-V Certificates and a de minimis portion of
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-I and Exhibit
One-II 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) To the best of the Company's knowledge, 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 Group I Loan is 30 or more days delinquent in the
payment of principal and interest as of
the Cut-off Date and no Group I Loan has been so Delinquent more
than once in the 12 month period prior
to the Cut-off Date. No Group II Loan is currently 30 or more
days delinquent in payment of principal
and interest as of the Cut-off Date and no Group II 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
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