ASSIGNMENT AND ASSUMPTION
AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated July 30,
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
July 1, 2007 (the "Series Supplement"), to the
Standard Terms of Pooling and Servicing Agreement, dated as of
July 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-S7 (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-16, Class A-17, Class
A-18, Class A-19, Class A-20, Class A-21, Class
A-22, Class A-23, Class A-24, Class A-25, Class A-26, Class A-27,
Class A-28, Class A-29, Class A-30, Class A-31,
Class A-32, Class A-33, Class A-34, Class A-35, Class
A-36, Class A-V, Class A-P, Class P and Class R
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 P Certificates, Class M Certificates,
Class B Certificates and a de minimis portion of
the Class R 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 July 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
July 2007). In consideration of such assignment,
RFC or its designee will receive from the Company in
immediately available funds an amount equal to
$393,796,093.00 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 3.8% 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. As of the Cut-off Date, approximately 0.2% of the
Mortgage Loans have been a maximum of 30 to 59
days Delinquent in the payment of the principal and interest
since its origination. As of the Cut-off Date, no
Mortgage Loan is 60 or more days Delinquent in payment of
principal and interest and no Mortgage Loan has been 60
or more days Delinquent in payment of principal and interest since
its origination.
(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
ne
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