RALI Series 2006-QS7 Trust
EX 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>qs7aa.htm
<DESCRIPTION>EX 10.2
<TEXT>
<HTML>
<HEAD>
<TITLE></TITLE>
</HEAD>
<BODY>
<PRE>
                                                                                                     EXECUTION COPY

                                        ASSIGNMENT AND ASSUMPTION AGREEMENT

                  ASSIGNMENT  AND  ASSUMPTION   AGREEMENT,   dated  June  29,  2006,  between  Residential  Funding
Corporation,  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, 2006 (the "Series  Supplement"),  and
the Standard Terms of Pooling and Servicing  Agreement,  dated as of March 1, 2006 (collectively,  the "Pooling and
Servicing  Agreement"),  pursuant  to which  the  Company  proposes  to issue  Mortgage  Asset-Backed  Pass-Through
Certificates,  Series 2006-QS7 (the "Certificates")  consisting of nine classes designated as Class A-1, Class A-2,
Class A-3,  Class A-4, Class A-5,  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 A-P  Certificates  and Class A-V  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, 2006 (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 30,  2006).  In  consideration  of
such assignment,  RFC or its designee will receive from the Company in immediately  available funds an amount equal
to  $531,398,463.16,  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,  (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  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  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  0.1% 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  0.8% 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 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 5.6  Revised,  Appendix E
(attached  hereto as Exhibit A));  provided  that no  representation  and warranty is made in this clause (ff) with
respect to 0.00% of the  Mortgage  Loans (by  outstanding  principal  balance as of the  Cut-off  Date)  secured by
property  located  in the  State of  Kansas,  and with  respect  to 0.00% of the  Mortgage  Loans  (by  outstanding
principal balance as of the Cut-off Date) secured by property located in the State of West Virginia;

                  (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  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) 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.



<!-- MARKER PAGE="sheet: 159; page: 159" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>



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



                                                          RESIDENTIAL FUNDING CORPORATION


                                                          By:          /s/ Christopher Martinez
                                                              Name:    Christopher Martinez
                                                              Title:   Associate



                                                          RESIDENTIAL ACCREDIT LOANS, INC.


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

<!-- MARKER PAGE="sheet: 160; page: 160" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>


                                                     EXHIBIT A


                                 APPENDIX E OF THE STANDARD & POOR'S GLOSSARY FOR
                                   FILE FORMAT FOR LEVELS(R)VERSION 5.6B REVISED

                                                                                             REVISED April 18, 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 Act,                High Cost Home Loan
                                   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, Colo. Stat.           Covered Loan
                                   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. Code               Covered Loan
                                 ss.ss.26-1151.01 et seq.

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

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


<!-- MARKER PAGE="sheet: 161; page: 161" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>



---------------------------------- ------------------------------------------------- ---------------------------------
       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. Code                High Cost Home Loan
Mar. 6, 2003)                      Ann.ss.ss.7-6A-1 et seq.

                                   Effective October 1, 2002 - March 6 2003
---------------------------------- ------------------------------------------------- ---------------------------------
---------------------------------- ------------------------------------------------- ---------------------------------
Georgia as amended                 Georgia Fair Lending Act, Ga. Code                High Cost Home Loan
(Mar. 7, 2003 - 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 Protection              High Cost Loan
                                   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. Comp.               High Risk Home Loan
                                   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. Ann.             High Loan to Value Consumer
                                 ss.ss.16a-1-101 et seq.                              Loan (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                 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. tit. 9-          High Rate High Fee 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.ss.ss.              High Cost Home Loan
                                   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. Stat.            Home Loan
                                 ss.ss.598D.010 et seq.

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


<!-- MARKER PAGE="sheet: 162; page: 162" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>


---------------------------------- ------------------------------------------------- ---------------------------------
New Jersey                         New Jersey Home Ownership Security                High Cost Home Loan
                                   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. Rev.               High Cost Home Loan
                                   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              High Cost Home Loan
                                   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 sections of the     Covered Loan
                                   Ohio Code), Ohio Rev. Code Ann.ss.ss.1349.25 et
                                   seq.

                                   Effective May 24, 2002
---------------------------------- ------------------------------------------------- ---------------------------------
---------------------------------- ------------------------------------------------- ---------------------------------
Oklahoma                           Consumer Credit Code (codified in various         Subsection 10 Mortgage
                                   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 Mortgage Lender,        West Virginia Mortgage Loan Act
                                   Broker and Servicer Act, W.                       Loan
                                   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. Code                Covered Loan
Mar. 6, 2003)                      Ann.ss.ss.7-6A-1 et seq.

                                   Effective October 1, 2002 - March 6, 2003
---------------------------------- ------------------------------------------------- ---------------------------------
---------------------------------- ------------------------------------------------- ---------------------------------
New Jersey                         New Jersey Home Ownership Security                Covered Home Loan
                                   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. Code                Home Loan
Mar. 6, 2003)                      Ann.ss.ss.7-6A-1 et seq.

                                   Effective October 1, 2002 - March 6, 2003
---------------------------------- ------------------------------------------------- ---------------------------------
---------------------------------- ------------------------------------------------- ---------------------------------
New Jersey                         New Jersey Home Ownership Security                Home Loan
                                   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. 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        Consumer Home Loan
                                   Loans Act, S.C. Code Ann.ss.ss.37-23-10 et seq.

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




</PRE>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
