ASSIGNMENT AND ASSUMPTION
AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of May 10,
2007, between Residential Funding Company, LLC,
a Delaware limited liability company ("RFC"), and
Residential Asset Mortgage Products, Inc., a Delaware
corporation (the "Company").
Recitals
A. RFC has entered into seller contracts ("Seller Contracts")
with the seller/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 and supplemental
interest trust trustee (the "Trustee" and the "Supplemental
Interest Trust Trustee," respectively), are entering
into a Pooling and Servicing Agreement, dated as of April 1,
2007 (the "Pooling and Servicing Agreement"),
pursuant to which the Trust proposes to issue Mortgage
Asset-Backed Pass-Through Certificates, Series 2007-RS2
(the "Certificates") consisting of thirteen classes designated
as Class A-1, Class A-2, Class A-3, Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class SB, Class R-I and Class R-II Certificates
representing beneficial ownership interests in a trust fund
consisting primarily of a pool of mortgage loans
identified in Exhibit G to the Pooling and Servicing Agreement (the
"Mortgage Loans").
D. In connection with the purchase of the Mortgage Loans,
the Company will assign to or at the direction of
RFC the Class SB, Class R-I and Class R-II Certificates
(collectively, 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,
and the Company wishes to assume certain of RFC's
obligations under the Seller Contracts.
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 after the Cut-off Date
(other than payments of principal and interest
due on the Mortgage Loans in May, 2007). In consideration of such
assignment, RFC will receive from the Company,
in immediately available funds, an amount equal to $397,830,730.51
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)
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 shall 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
also be 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 (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 and (ii) with respect to each Mortgage
Loan other than a Cooperative Loan, the Mortgage Notes, the
Mortgages, any related insurance policies and all
other documents in the related Mortgage Files, (B) all
amounts payable pursuant to the Mortgage Loans in
accordance with the terms thereof and (C) 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 and other property of
whatever kind or description now existing or
hereafter acquired 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, negotiable documents or chattel
paper shall be deemed to be "possession by the
secured party", or possession by a purchaser or a person
designated by him, 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,
Section 9-305, 8-313 or 8-321 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 no 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.
3. Concurrently with the execution and delivery hereof,
the Company hereby assigns to or at the direction
of 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.
4. RFC represents and warrants to the Company, with
respect to each Mortgage Loan that on the date of
execution hereof (or, if otherwise specified below, as of the date
so specified),
(a) The information set forth in the Mortgage Loan Schedule
for such Mortgage Loans is true and correct in
all material respects as of the date or dates respecting
which such information is furnished;
(b) 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);
(c) Immediately prior to the conveyance 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 rights to servicing and related
compensation) and such conveyance validly transfers
ownership of the Mortgage Loans to the Trustee free
and clear of any pledge, lien, encumbrance or
security interest;
(d) Each Mortgage Note constitutes a legal, valid and
binding obligation of the Mortgagor enforceable in
accordance with its terms except as limited by
bankruptcy, insolvency or other similar laws affecting
generally the enforcement of creditors' rights;
(e) To the best of RFC's knowledge as of the Cut-off Date,
and except as noted in (h) below, there is no
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
default, breach, violation or event of acceleration
under the terms of any Mortgage Note or Mortgage,
and no such default, breach, violation or event of
acceleration has been waived by RFC or by any other
entity involved in servicing a Mortgage Loan;
(f) Each of the Mortgage Loans with Loan-to-Value Ratios at
origination in excess of 80% will be insured by
a Primary Insurance Policy covering the amount of such
Mortgage Loan in excess of 75% except for up to
60.7% of the Mortgage Loans, which are Mortgage Loans
with a Loan-to-Value Ratio at origination in
excess of 80% that are not insured by a Primary Insurance
Policy;
(g) The related Mortgagor is not currently in bankruptcy
proceedings with respect to any of the Mortgage
Loans;
(h) As of the Cut-Off Date, none of the Mortgage Loans are
30 to 59 days delinquent in payment of principal
and interest and none of the Mortgage Loans are 60 or
more days Delinquent in payment of principal and
interest;
(i) None of the Mortgage Loans are Buy-Down Mortgage Loans;
(j) To the best of RFC's knowledge, there is no delinquent
tax or assessment lien against any related
Mortgaged Property;
(k) No Mortgagor has any valid 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;
(l) No Mortgage Loan provides for payments that are subject
to reduction by withholding taxes levied by any
foreign (non-United States) sovereign government;
(m) (1) The proceeds of each Mortgage Loan have been
fully disbursed and (2) to the best of RFC's
knowledge, there is no requirement for future advances
thereunder and any and all requirements as to
completion of any on-site or off site improvements and
as to disbursements of any escrow funds therefore
(including any escrow funds held to make Monthly Payments
pending completion of such improvements) have
been complied with. All costs, fees and expenses
incurred in making, closing or recording the Mortgage
Loans were paid;
(n) To the best of RFC's knowledge, with respect to each
Mortgage Loan, 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;
(o) With respect to each Mortgage Loan, a policy of title
insurance 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;
(p) 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;
(q) 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, or (ii) by judicial foreclosure or,
if applicable, non judicial foreclosure, and to the
best of RFC's knowledge, 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;
(r) To the best of RFC's knowledge, 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 tru
|
