ASSIGNMENT AND ASSUMPTION AGREEMENT

               ASSIGNMENT AND ASSUMPTION  AGREEMENT,  dated June 28, 2007, 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
June 1, 2007 (the  "Series  Supplement"),  and the  Standard  Terms of Pooling  and  Servicing
Agreement,  dated as of June 1, 2007  (collectively,  the "Pooling and Servicing  Agreement"),
pursuant  to  which  the  Company  proposes  to  issue  Mortgage   Asset-Backed   Pass-Through
Certificates,   Series  2007-QS8  (the   "Certificates")   consisting  of  twenty-two  classes
designated as 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 P,  Class A-P,  Class  A-V,  Class R-I and Class R-II
Certificates;  and six classes  designated as Class M-1,  Class M-2,  Class M-3  (collectively
the "Class M  Certificates"),  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").
               D. In  connection  with the  purchase of the Mortgage  Loans,  the Company will
assign  to RFC the  Class P  Certificates,  Class A-P  Certificates,  Class A-V  Certificates,
Class M Certificates,  Class B Certificates  and a de minimis portion of each of the Class R-I
and Class R-II 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,  and with respect to the 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 the Sharia  Mortgage  Loans,  all amounts in respect of profit
payments and  acquisition  payments due on the Mortgage Loans on or before June 28, 2007).  In
consideration  of such  assignment,  RFC or its  designee  will  receive  from the  Company in
immediately  available  funds an amount equal to  $609,013,135.39,  the Class P  Certificates,
Class M  Certificates,  Class B  Certificates,  the  Class  A-P  Certificates,  the  Class A-V
Certificates  and a de minimis  portion of each of the Class R-I and Class R-II  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.

        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.  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 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 a 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  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 the Class P
Certificates,  Class M Certificates,  Class B Certificates,  the Class A-P  Certificates,  the
Class A-V  Certificates  and a de  minimis  portion  of each of the  Class R-I and Class  R-II
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 is  required  to be covered  by a  standard  hazard
insurance  policy.  Except  in the  case  of  approximately  3.3% of the  aggregate  principal
balance 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  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  conventional,  fixed  rate,  fully-amortizing,
first  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  3.3% 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,  or the  consumer  in the  case of the  Sharia  Mortgage  Loans,
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 were 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 6.0, Appendix E (attached hereto as Exhibit A));  provided that no representation  and
warranty  is made in this  clause  (ff) with  respect  to  [proviso  relating  to the State of
Kansas  intentionally  omitted] [proviso relating to the State of West Virginia  intentionally
omitted];

               (gg)   With  respect  to  each  Sharia  Mortgage  Loan,  mortgage  pass-through
certificates  or notes  representing  interests  in  mortgage  loans that are in all  material
respects of the same type as the Mortgage  Loans,  and which are  structured to be permissible
under Islamic law  utilizing a declining  balance  co-ownership  structure,  have been,  for a
least one year prior to the date hereof,  (a) held by investors  other than  employee  benefit
plans, and (b) rated at least BBB- or Baa3, as applicable, by a Rating Agency; and

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

               RFC shall  provide  written  notice to GMAC  Mortgage,  LLC 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) or (hh) 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:        /s/ Marguerite Steffes
                                                   Name:  Marguerite Steffes
                                                   Title: Associate



                                               RESIDENTIAL ACCREDIT LOANS, INC.


                                               By:        /s/ Heather Anderson
                                                   Name: Heather Anderson
                                                   Title: Vice President





                                          EXHIBIT A


                       APPENDIX E OF THE STANDARD & POOR'S GLOSSARY FOR
                             FILE FORMAT FOR LEVELS(R)VERSION 6.0


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

--------------------------------------------------------------------------------------------------------------------------------
                                      ------------------------------------------------------ -----------------------------------
         State/Jurisdiction             Name of Anti-Predatory Lending Law/Effective Date        Category under Applicable
                                                                                                 Anti-Predatory Lending Law
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

Arkansas                              Arkansas Home Loan Protection Act, Ark. Code Ann.ss.ss. High Cost Home Loan
                                      23-53-101 et seq.

                                      Effective July 16, 2003
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

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

                                      Effective June 2, 2003
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

Colorado                              Consumer Equity Protection, Colo. Stat. Ann.ss.ss.      Covered Loan
                                      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 Lending Practices Act,   High Cost Home Loan
                                      Conn. Gen. Stat.ss.ss.36a-746 et seq.

                                      Effective October 1, 2001
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

District of Columbia                  Home Loan Protection Act, D.C. Codess.ss.26-1151.01 et   Covered Loan
                                      seq.

                                      Effective for loans closed on or after January 28,
                                      2003
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

Florida                               Fair Lending Act, Fla. Stat. Ann.ss.ss.494.0078 et seq.  High Cost Home Loan

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

Georgia (Oct. 1, 2002 - Mar. 6,       Georgia Fair Lending Act, Ga. Code Ann.ss.ss.7-6A-1 et   High Cost Home Loan
2003)                                 seq.

                                      Effective October 1, 2002 - March 6, 2003
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

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

                                      Effective for loans closed on or after March 7, 2003
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

HOEPA Section 32                      Home Ownership and Equity Protection Act of 1994, 15   High Cost Loan
                                      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. Comp. Stat. tit. 815,    High Risk Home Loan
                                    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)
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------
                                      Indiana Home Loan Practices Act, Ind. Code Ann.ss.ss.
Indiana                               24-9-1-1 et seq.                                       High Cost Home Loans

                                      Effective January 1, 2005; amended by 2005 HB 1179,
                                      effective July 1, 2005
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

Kansas                                Consumer Credit Code, Kan. Stat. Ann.ss.ss.16a-1-101     High Loan to Value Consumer Loan
                                      et seq.                                                (id.ss.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 Loan Act, Ky. Rev.   High Cost Home Loan
                                      Stat.ss.ss.360.100 et seq.

                                      Effective June 24, 2003
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

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

                                      Effective September 29, 1995 and as amended from
                                      time to time
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

Massachusetts                         Part 40 and Part 32, 209 C.M.R.ss.ss.32.00 et seq. and   High Cost Home Loan
                                      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. Stat.ss.ss.598D.010     Home Loan
                                      et seq.

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

New Jersey                            New Jersey Home Ownership Security Act of 2002, N.J.   High Cost Home Loan
                                      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. Rev. Stat.ss.ss.         High Cost Home Loan
                                      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-l                           High Cost Home Loan

                                      Effective for applications made on or after April 1,
                                      2003
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

North Carolina                        Restrictions and Limitations on High Cost Home         High Cost Home Loan
                                      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 sections of the Ohio     Covered Loan
                                      Code), Ohio Rev. Code Ann.ss.ss.1349.25 et seq.

                                      Effective May 24, 2002
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

Rhode Island                          Rhode Island Home Loan Protection Act, R.I. Gen.       High Cost Home Loan
                                      Lawsss.ss.34-25.2-1 et seq.  Effective December 31,
                                      2006
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

Oklahoma                              Consumer Credit Code (codified in various sections     Subsection 10 Mortgage
                                      of Title 14A)

                                      Effective July 1, 2000; amended effective January 1,
                                      2004
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

South Carolina                        South Carolina High Cost and Consumer Home Loans       High Cost Home Loan
                                      Act, S.C. Code Ann.ss.ss.37-23-10 et seq.

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

Tennessee                             Tennessee Home Loan Protection Act, Tenn. Code Ann.    High Cost Home Loan
                                    ss.ss.45-20-101 et seq.  Effective January 1, 2007
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

West Virginia                         West Virginia Residential Mortgage Lender, Broker      West Virginia Mortgage Loan Act
                                      and Servicer Act, W. Va. Code Ann.ss.ss.31-17-1 et seq.  Loan

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


STANDARD & POOR'S COVERED LOAN CATEGORIZATION

------------------------------------- ------------------------------------------------------ -----------------------------------
         State/Jurisdiction             Name of Anti-Predatory Lending Law/Effective Date        Category under Applicable
                                                                                                 Anti-Predatory Lending Law
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

Georgia (Oct. 1, 2002 - Mar. 6,       Georgia Fair Lending Act, Ga. Code Ann.ss.ss.7-6A-1 et   Covered Loan
2003)                                 seq.

                                      Effective October 1, 2002 - March 6, 2003
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

New Jersey                            New Jersey Home Ownership Security Act of 2002, N.J.   Covered Home Loan
                                      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 Law/Effective Date        Category under Applicable
                                                                                                 Anti-Predatory Lending Law
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

Georgia (Oct. 1, 2002 - Mar. 6,       Georgia Fair Lending Act, Ga. Code Ann.ss.ss.7-6A-1 et   Home Loan
2003)                                 seq.

                                      Effective October 1, 2002 - March 6, 2003
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

New Jersey                            New Jersey Home Ownership Security Act of 2002, N.J.   Home Loan
                                      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. Rev. Stat.ss.ss.         Home Loan
                                      58-21A-1 et seq.

                                      Effective as of January 1, 2004; Revised as of
                                      February 26, 2004
------------------------------------- ------------------------------------------------------ -----------------------------------
------------------------------------- ------------------------------------------------------ -----------------------------------

North Carolina                        Restrictions and Limitations on High Cost Home         Consumer Home Loan
                                      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 Loans       Consumer Home Loan
                                      Act, S.C. Code Ann.ss.ss.37-23-10 et seq.

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