ASSIGNMENT AND ASSUMPTION AGREEMENT

            ASSIGNMENT  AND  ASSUMPTION  AGREEMENT,  dated  October 30,  2006,
between Residential Funding Company,  LLC, a Delaware corporation ("RFC"), and
Residential Accredit Loans, Inc., a Delaware corporation (the "Company").

                                   RECITALS

            A.  RFC has  entered  into  contracts  ("Seller  Contracts")  with
various seller/servicers,  pursuant to which such seller/servicers sell to RFC
mortgage loans.

            B. The  Company  wishes  to  purchase  from RFC  certain  Mortgage
Loans (as hereinafter defined) sold to RFC pursuant to the Seller Contracts.

            C. 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 October 30,  2006 (the "Series Supplement"),  and the
Standard  Terms of Pooling and  Servicing  Agreement,  dated as of October 30,
2006 (collectively, the "Pooling and Servicing Agreement"),  pursuant to which
the   Company   proposes   to   issue   Mortgage   Asset-Backed   Pass-Through
Certificates,  Series  2006-QA9  (the  "Certificates")  consisting  of  eleven
classes  designated as Class A-1,  Class A-2, Class M-1, Class M-2, Class M-3,
Class  M-4,  Class  M-5,  Class  M-6,  Class R-1,   Class  R-X  and  Class  SB
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").

            D. In  connection  with the  purchase of the Mortgage  Loans,  the
Company will assign to RFC a de minimis portion of the Class R-1 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  after  October 1, 2006
(other than  payments of principal  and interest due on the Mortgage  Loans on
or before October 30, 2006). In consideration  of such assignment,  RFC or its
designee  will  receive  from the Company in  immediately  available  funds an
amount  equal to  $377,917,551.82  and a de  minimis  portion of each class of
the Class R-1  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.

      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   Corporation   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.  Nonetheless,  (a) this Agreement is intended
to be and hereby is 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
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,  (ii) with  respect to each Mortgage Loan other than a Cooperative 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 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.

            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.

            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 a de minimis portion of the Class R-1  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)   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;

            (b)   Each   Mortgage   Loan   with  a   Loan-to-Value   Ratio  at
origination  in excess of 80% will be  insured by a Primary  Insurance  Policy
covering  at  least  35% of the  principal  balance  of the  Mortgage  Loan at
origination  if the  Loan-to-Value  Ratio is between  100.00% and  95.01%,  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
if the  Loan-to-Value  Ratio is between  90.00% and 85.01% and at least 12% of
the balance 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;

            (c)   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;

            (d)   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;

            (e)   No Mortgage  Loan was 30 or more days  delinquent in 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;

            (f)   Subject  to  clause  (e)  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;

            (g)   There is no delinquent  tax or  assessment  lien against any
Mortgaged Property;

            (h)   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,  formerly  known as the
Soldiers'  and Sailors'  Civil Relief Act of 1940 as amended,  and except with
respect to any buydown agreement for a Buydown Mortgage Loan;

            (i)   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 (aa) below;

            (j)   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;

            (k)   Each  Mortgage  Loan 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;

            (l)   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;

            (m)   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;

            (n)   The    Mortgage    Loans   are    hybrid    adjustable-rate,
fully-amortizing,  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;

            (o)   No Mortgage Loan provides for deferred  interest or negative
amortization;

            (p)   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 Mortgaged Property is located;  residential  property in such area
consisting of leasehold estates is readily  marketable;  the lease is recorded
and no party is in any way in  breach  of any  provision  of such  lease;  the
leasehold  is in full force and effect and is not subject to any prior lien or
encumbrance  by which the  leasehold  could be  terminated  or  subject to any
charge or  penalty;  and the  remaining  term of the lease does not  terminate
less than ten years after the maturity date of such Mortgage Loan;

            (q)   Each Assigned  Contract  relating to each Pledged Asset Loan
is a  valid,  binding  and  legally  enforceable  obligation  of  the  parties
thereto,  enforceable  in  accordance  with their terms,  except as limited by
bankruptcy,   insolvency  or  other  similar  laws  affecting   generally  the
enforcement of creditor's rights;

            (r)   The  Assignor  is the holder of all of the right,  title and
interest as owner of each  Pledged  Asset Loan in and to each of the  Assigned
Contracts  delivered  and sold to the Company  hereunder,  and the  assignment
hereof by RFC validly transfers such right,  title and interest to the Company
free and clear of any pledge,  lien, or security interest or other encumbrance
of any Person;

            (s)   The full amount of the Pledged  Amount with  respect to such
Pledged  Asset Loan has been  deposited  with the  custodian  under the Credit
Support  Pledge  Agreement  and is on deposit in the  custodial  account  held
thereunder as of the date hereof;

            (t)   RFC is a member of MERS,  in good  standing,  and current in
payment of all fees and  assessments  imposed by MERS,  and has complied  with
all rules and  procedures  of MERS in  connection  with its  assignment to the
Trustee  as  assignee  of the  Depositor  of the  Mortgage  relating  to  each
Mortgage Loan that is  registered  with MERS,  including,  among other things,
that RFC shall have confirmed the transfer to the Trustee,  as assignee of the
Depositor, of the Mortgage on the MERS(R)System;

            (u)   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;

            (v)   With respect to each Mortgage Loan,  either (i) the Mortgage
Loan is  assumable  pursuant to the terms of the  Mortgage  Note,  or (ii) the
Mortgage  Loan  contains a customary  provision  for the  acceleration  of the
payment of the unpaid principal  balance of the Mortgage Loan in the event the
related Mortgaged  Property is sold without the prior consent of the mortgagee
thereunder;

            (w)   The   proceeds  of  the   Mortgage   Loan  have  been  fully
disbursed,  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 therefor  (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;

            (x)   Except with  respect to  approximately  2.6% of the Mortgage
Loans,  the  appraisal  was  made  by  an  appraiser  who  meets  the  minimum
qualifications for appraisers as specified in the Program Guide;

            (y)   To the  best of RFC's  knowledge,  any  escrow  arrangements
established  with  respect to any  Mortgage  Loan are in  compliance  with all
applicable local,  state and federal laws and are in compliance with the terms
of the related Mortgage Note;

            (z)   Each Mortgage Loan was  originated (1) by a savings and loan
association,  savings bank,  commercial bank, credit union,  insurance company
or similar  institution  that is supervised and examined by a federal or state
authority,  (2) by a mortgagee  approved by the  Secretary  of HUD pursuant to
Sections  203 and 211 of the  National  Housing  Act, as amended,  or (3) by a
mortgage   broker  or   correspondent   lender  in  a  manner  such  that  the
Certificates  would  qualify  as  "mortgage  related  securities"  within  the
meaning  of  Section  3(a)(41)  of the  Securities  Exchange  Act of 1934,  as
amended;

            (aa)  All  improvements  which were  considered in determining the
Appraised  Value of the Mortgaged  Properties lie wholly within the boundaries
and the building restriction lines of the Mortgaged Properties,  or the policy
of title insurance  affirmatively  insures against loss or damage by reason of
any violation, variation,  encroachment or adverse circumstance that either is
disclosed or would have been disclosed by an accurate survey;

            (bb)  Each Mortgage Note and Mortgage  constitutes a legal,  valid
and binding  obligation of the borrower,  enforceable  in accordance  with its
terms  except as limited  by  bankruptcy,  insolvency  or other  similar  laws
affecting generally the enforcement of creditor's rights;

            (cc)  None  of  the  Mortgage   Loans  are  subject  to  the  Home
Ownership and Equity Protection Act of 1994;

            (dd)  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;

            (ee)  None of the Mortgage Loans secured by a property  located in
the State of Georgia  was  originated  on or after  October 1, 2002 and before
March 7, 2003;

            (ff)  No  Mortgage  Loan is a High Cost Loan or Covered  Loan,  as
applicable  (as such terms are defined in the then  current  Standard & Poor's
LEVELS(R)Glossary  which is now  Version  5.7  Revised,  Appendix E  (attached
hereto as Exhibit A)) provided that no representation  and warranty is made in
this clause (ff) with  respect to 0.1% of the Mortgage  Loans (by  outstanding
principal  balance as of the Cut-off Date) secured by property  located in the
State of Kansas;

            (gg)  No fraud or misrepresentation  has taken place in connection
with the origination of any Mortgage Loan;

            (hh)  No mortgage loan has a prepayment  penalty term that extends
beyond five years after the date of origination; and

            (ii)  The information set forth in the prepayment  charge schedule
attached hereto as Exhibit A (the "Prepayment  Charge  Schedule") is complete,
true and correct in all  material  respects  as of the Cut off Date,  and each
prepayment  charge set forth on the Prepayment  Charge  Schedule  ("Prepayment
Charge") is enforceable  and was originated in compliance  with all applicable
federal, state and local laws.

      RFC shall provide  written  notice to GMAC Mortgage  Corporation  of the
sale of each Pledged  Asset Loan to the Company  hereunder  and by the Company
to the Trustee under the Pooling and Servicing  Agreement,  and shall maintain
the  Schedule of  Additional  Owner  Mortgage  Loans (as defined in the Credit
Support  Pledge  Agreement),  showing the Trustee as the  Additional  Owner of
each such  Pledged  Asset  Loan,  all in  accordance  with  Section 7.1 of the
Credit Support Pledge Agreement.

      Upon  discovery by RFC or upon notice from the Company or the Trustee of
a breach of the  foregoing  representations  and  warranties in respect of any
Mortgage  Loan which  materially  and  adversely  affects the interests of any
holders of the  Certificates  or of the Company in such  Mortgage Loan or upon
the occurrence of a Repurchase Event  (hereinafter  defined),  notice of which
breach or  occurrence  shall be given to the Company by RFC,  if it  discovers
the same,  RFC shall,  within 90 days after the  earlier of its  discovery  or
receipt of notice thereof,  either cure such breach or Repurchase Event in all
material  respects or, either (i) purchase such Mortgage Loan from the Trustee
or the  Company,  as the case may be, at a price equal to the  Purchase  Price
for such  Mortgage  Loan or (ii)  substitute a Qualified  Substitute  Mortgage
Loan or  Loans  for  such  Mortgage  Loan in the  manner  and  subject  to the
limitations set forth in Section 2.04 of the Pooling and Servicing  Agreement.
If the breach of representation  and warranty that gave rise to the obligation
to  repurchase  or  substitute a Mortgage  Loan pursuant to this Section 4 was
the  representation  and  warranty  set forth in clause (k) of this Section 4,
then RFC shall pay to the Trust  Fund,  concurrently  with and in  addition to
the  remedies  provided  in the  preceding  sentence,  an amount  equal to any
liability,  penalty or expense that was  actually  incurred and paid out of or
on behalf of the Trust Fund, and that directly  resulted from such breach,  or
if  incurred  and paid by the Trust Fund  thereafter,  concurrently  with such
payment.

            5. With respect to each  Mortgage  Loan,  a first lien  repurchase
event  ("Repurchase  Event") shall have occurred if it is discovered  that, as
of the date  thereof,  the related  Mortgage was not a valid first lien on the
related  Mortgaged  Property  subject  only to (i) the  lien of real  property
taxes and  assessments not yet due and payable,  (ii)  covenants,  conditions,
and restrictions,  rights of way, easements and other matters of public record
as of the  date of  recording  of such  Mortgage  and such  permissible  title
exceptions  as are  listed in the  Program  Guide and (iii)  other  matters to
which like properties are commonly  subject which do not materially  adversely
affect the value, use,  enjoyment or marketability of the Mortgaged  Property.
In  addition,  with  respect  to any  Mortgage  Loan as to which  the  Company
delivers to the Trustee or the  Custodian  an  affidavit  certifying  that the
original  Mortgage  Note has been lost or  destroyed,  if such  Mortgage  Loan
subsequently  is in default  and the  enforcement  thereof  or of the  related
Mortgage is  materially  adversely  affected  by the  absence of the  original
Mortgage  Note,  a Repurchase  Event shall be deemed to have  occurred and RFC
will be obligated to repurchase  or  substitute  for such Mortgage Loan in the
manner set forth in Section 4 above.

            6. This  Agreement  shall  inure to the  benefit of and be binding
upon the parties hereto and their  respective  successors and assigns,  and no
other person shall have any right or obligation hereunder.







            IN WITNESS WHEREOF, the parties have entered into this Assignment
and Assumption Agreement on the date first written above.



                                       RESIDENTIAL FUNDING COMPANY, LLC


                                       By: ________________________________
                                          Name: Christopher Martinez
                                          Title:
                                       Associate



                                       RESIDENTIAL ACCREDIT LOANS, INC.


                                       By:
                                          Name: Heather Anderson
                                          Title:
                                       Vice President






                                  EXHIBIT A

                          PREPAYMENT CHARGE SCHEDULE












                                  EXHIBIT A


               APPENDIX E OF THE STANDARD & POOR'S GLOSSARY FOR
                 FILE FORMAT FOR LEVELS(R)VERSION 5.7 REVISED

                                                          REVISED July 1, 2006

      APPENDIX E - STANDARD & POOR'S PREDATORY LENDING CATEGORIES

      Standard & Poor's has categorized loans governed by anti-predatory
lending laws in the Jurisdictions listed below into three categories based
upon a combination of factors that include (a) the risk exposure associated
with the assignee liability and (b) the tests and thresholds set forth in
those laws. Note that certain loans classified by the relevant statute as
Covered are included in Standard & Poor's High Cost Loan Category because
they included thresholds and tests that are typical of what is generally
considered High Cost by the industry.

      STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION

---------------------------------------------------------------------------------
                                                              CATEGORY UNDER
                         NAME OF ANTI-PREDATORY LENDING      APPLICABLE ANTI-
  STATE/JURISDICTION           LAW/EFFECTIVE DATE         PREDATORY LENDING LAW
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Arkansas                Arkansas Home Loan Protection     High Cost Home Loan
                        Act,
                        Ark. Code Ann.ss.ss.23-53-101 et
                        seq.

                        Effective July 16, 2003
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cleveland Heights, OH   Ordinance No. 72-2003 (PSH), Mun. Covered Loan
                        Codess.ss.757.01 et seq.

                        Effective June 2, 2003
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Colorado                Consumer Equity Protection,       Covered Loan
                        Colo. Stat.
                        Ann.ss.ss.5-3.5-101 et seq.

                        Effective for covered loans
                        offered or entered into on or
                        after January 1, 2003. Other
                        provisions of the Act took
                        effect on June 7, 2002
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Connecticut             Connecticut Abusive Home Loan     High Cost Home Loan
                        Lending Practices Act, Conn.
                        Gen. Stat.
                      ss.ss.36a-746 et seq.

                        Effective October 1, 2001
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
District of Columbia    Home Loan Protection Act, D.C.    Covered Loan
                        Code
                      ss.ss.26-1151.01 et seq.

                        Effective for loans closed on or
                        after January 28, 2003
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Florida                 Fair Lending Act, Fla. Stat.      High Cost Home Loan
                        Ann.ss.ss.
                        494.0078 et seq.

                        Effective October 2, 2002
---------------------------------------------------------------------------------







---------------------------------------------------------------------------------
  STATE/JURISDICTION     NAME OF ANTI-PREDATORY LENDING       CATEGORY UNDER
                               LAW/EFFECTIVE DATE            APPLICABLE ANTI-
                                                          PREDATORY LENDING LAW
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga.     High Cost Home Loan
Mar. 6, 2003)           Code
                        Ann.ss.ss.7-6A-1 et seq.

                        Effective October 1, 2002 -
                        March 6 2003
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Georgia as amended      Georgia Fair Lending Act, Ga.     High Cost Home Loan
(Mar. 7, 2003 -         Code
current)                Ann.ss.ss.7-6A-1 et seq.

                        Effective for loans closed on or
                        after
                        March 7, 2003
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
HOEPA Section 32        Home Ownership and Equity         High Cost Loan
                        Protection
                        Act of 1994, 15 U.S.C.ss.1639, 12
                        C.F.R.ss.ss.226.32 and 226.34

                        Effective October 1, 1995,
                        amendments
                        October 1, 2002
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Illinois                High Risk Home Loan Act, Ill.     High Risk Home Loan
                        Comp.
                        Stat. tit. 815,ss.ss.137/5 et seq.

                        Effective January 1, 2004 (prior
                        to this date, regulations under
                        Residential
                        Mortgage License Act effective
                        from May 14, 2001)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kansas                  Consumer Credit Code, Kan. Stat.  High Loan to Value
                        Ann.                              Consumer Loan (id.ss.
                      ss.ss.16a-1-101 et seq.              16a-3-207) and;

                        Sections 16a-1-301 and 16a-3-207
                        became effective April 14, 1999;
                        Section 16a-3-308a became
                        effective July 1, 1999
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
                                                          High APR Consumer
                                                          Loan (id.ss.
                                                          16a-3-308a)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kentucky                2003 KY H.B. 287 - High Cost Home High Cost Home Loan
                        Loan Act, Ky. Rev. Stat.ss.ss.
                        360.100 et seq.

                        Effective June 24, 2003
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Maine                   Truth in Lending, Me. Rev. Stat.  High Rate High Fee
                        tit. 9-                           Mortgage
                        A,ss.ss.8-101 et seq.

                        Effective September 29, 1995 and
                        as amended from time to time
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
  STATE/JURISDICTION     NAME OF ANTI-PREDATORY LENDING       CATEGORY UNDER
                               LAW/EFFECTIVE DATE            APPLICABLE ANTI-
                                                          PREDATORY LENDING LAW
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Massachusetts           Part 40 and Part 32, 209 C.M.R.   High Cost Home Loan
                        ss.ss.
                        32.00 et seq. and 209 C.M.R.ss.ss.
                        40.01 et seq.

                        Effective March 22, 2001 and
                        amended from time to time
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nevada                  Assembly Bill No. 284, Nev. Rev.  Home Loan
                        Stat.
                      ss.ss.598D.010 et seq.

                        Effective October 1, 2003
---------------------------------------------------------------------------------






---------------------------------------------------------------------------------
New Jersey              New Jersey Home Ownership         High Cost Home Loan
                        Security
                        Act of 2002, N.J. Rev. Stat.ss.ss.
                        46:10B- 22 et seq.

                        Effective for loans closed on or
                        after November 27, 2003
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
New Mexico              Home Loan Protection Act, N.M.    High Cost Home Loan
                        Rev.
                        Stat.ss.ss.58-21A-1 et seq.

                        Effective as of January 1, 2004;
                        Revised
                        as of February 26, 2004
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
New York                N.Y. Banking Law Article 6-1      High Cost Home Loan

                        Effective for applications made
                        on or after April 1, 2003
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
North Carolina          Restrictions and Limitations on   High Cost Home Loan
                        High
                        Cost Home Loans, N.C. Gen. Stat.
                      ss.ss.24-1.1E et seq.

                        Effective July 1, 2000; amended
                        October 1, 2003 (adding open-end
                        lines of credit)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ohio                    H.B. 386 (codified in various     Covered Loan
                        sections of the Ohio Code), Ohio
                        Rev. Code Ann.ss.ss.1349.25 et seq.

                        Effective May 24, 2002
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Oklahoma                Consumer Credit Code (codified    Subsection 10 Mortgage
                        in various sections of Title 14A)

                        Effective July 1, 2000; amended
                        effective January 1, 2004
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
  STATE/JURISDICTION     NAME OF ANTI-PREDATORY LENDING       CATEGORY UNDER
                               LAW/EFFECTIVE DATE            APPLICABLE ANTI-
                                                          PREDATORY LENDING LAW
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
South Carolina          South Carolina High Cost and      High Cost Home Loan
                        Consumer Home Loans Act, S.C.
                        Code
                        Ann.ss.ss.37-23-10 et seq.

                        Effective for loans taken on or
                        after January 1, 2004
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
West Virginia           West Virginia Residential         West Virginia
                        Mortgage Lender, Broker and       Mortgage Loan Act Loan
                        Servicer Act, W.
                        Va. Code Ann.ss.ss.31-17-1 et seq.

                        Effective June 5, 2002
---------------------------------------------------------------------------------

      STANDARD & POOR'S COVERED LOAN CATEGORIZATION

---------------------------------------------------------------------------------
  STATE/JURISDICTION     NAME OF ANTI-PREDATORY LENDING       CATEGORY UNDER
                                                             APPLICABLE ANTI-
                               LAW/EFFECTIVE DATE         PREDATORY LENDING LAW
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga.     Covered Loan
Mar. 6, 2003)           Code
                        Ann.ss.ss.7-6A-1 et seq.

                        Effective October 1, 2002 -
                        March 6, 2003
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
New Jersey              New Jersey Home Ownership         Covered Home Loan
                        Security
                        Act of 2002, N.J. Rev. Stat.ss.ss.
                        46:10B 22 et seq.

                        Effective November 27, 2003 -
                        July 5, 2004
---------------------------------------------------------------------------------

      STANDARD & POOR'S HOME LOAN CATEGORIZATION

---------------------------------------------------------------------------------
  STATE/JURISDICTION     NAME OF ANTI-PREDATORY LENDING       CATEGORY UNDER
                                                             APPLICABLE ANTI-
                               LAW/EFFECTIVE DATE         PREDATORY LENDING LAW
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga.     Home Loan
Mar. 6, 2003)           Code
                        Ann.ss.ss.7-6A-1 et seq.

                        Effective October 1, 2002 -
                        March 6, 2003
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
New Jersey              New Jersey Home Ownership         Home Loan
                        Security
                        Act of 2002, N.J. Rev. Stat.ss.ss.
                        46:10B- 22 et seq.

                        Effective for loans closed on or
                        after November 27, 2003
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
New Mexico              Home Loan Protection Act, N.M.    Home Loan
                        Rev. Stat.ss.ss.58-21A-1 et seq.

                        Effective as of January 1, 2004;
                        Revised as of February 26, 2004
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
North Carolina          Restrictions and Limitations on   Consumer Home Loan
                        High Cost Home Loans, N.C. Gen.
                        Stat.ss.ss.
                        24-1.1E et seq.

                        Effective July 1, 2000; amended
                        October 1, 2003 (adding open-end
                        lines of credit)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
South Carolina          South Carolina High Cost and      Consumer Home Loan
                        Consumer Home Loans Act, S.C.
                        Code Ann.ss.ss.37-23-10 et seq.

                        Effective for loans taken on or
                        after January 1, 2004
---------------------------------------------------------------------------------