ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT

                             ASSIGNMENT AND ASSUMPTION AGREEMENT

               ASSIGNMENT AND ASSUMPTION  AGREEMENT,  dated July 30, 2007, between Residential
Funding Company,  LLC, a Delaware limited liability company ("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
July 1,  2007 (the  "Series  Supplement"),  and the  Standard  Terms of Pooling and  Servicing
Agreement,  dated as of July 1,  2007 (collectively,  the "Pooling and Servicing  Agreement"),
pursuant  to  which  the  Company  proposes  to  issue  Mortgage   Asset-Backed   Pass-Through
Certificates,  Series 2007-QH7 (the  "Certificates")  consisting of twenty classes  designated
as Class 1-A-1,  Class 1-A-2,  Class 1-A-3,  Class 2-A-1,  Class 2-A-2, Class R-I, Class R-II,
Class R-III, Class R-IV, Class R-X,  Class M-1,  Class M-2,  Class M-3,  Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9 and Class SB Certificates  representing  beneficial
ownership  interests in a trust fund consisting  primarily of a pool that will be divided into
(i) the one- to four-family  residential,  payment-option,  hybrid  adjustable-rate first lien
mortgage  loans with a  negative  amortization  feature  identified  in  Exhibit  One-A to the
Series  Supplement  (the  "Group 1  Loans")  and (ii)  the  one- to  four-family  residential,
payment-option,   hybrid   adjustable-rate   first  lien   mortgage   loans  with  a  negative
amortization  feature  identified  in Exhibit  One-B to the Series  Supplement  (the  "Group 2
Loans" and, together with the Group 1 Loans, the "Mortgage Loans").
               D. In  connection  with the  purchase of the Mortgage  Loans,  the Company will
assign to RFC a de minimis  portion of the Class R-I,  Class R-II,  Class R-III and Class R-IV
Certificates.   The  Class 1-A-1,   Class 1-A-2,   Class  1-A-3,  Class  2-A-1,  Class  2-A-2,
Class M-1,  Class M-2,  Class M-3,  Class M-4,  Class M-5, Class M-6, Class M-7, Class M-8 and
Class M-9  Certificates  were offered to investors  pursuant to a Prospectus  Supplement dated
July 27, 2007 (the "Prospectus Supplement").
               E. In  connection  with the purchase of the Mortgage  Loans and the issuance of
the Certificates, RFC wishes to make certain representations and warranties to the Company.

               F. The  Company  and RFC intend  that the  conveyance  by RFC to the Company of
all its right,  title and interest in and to the  Mortgage  Loans  pursuant to this  Agreement
shall constitute a purchase and sale and not a loan.

               NOW THEREFORE,  in consideration of the recitals and the mutual promises herein
and other good and valuable consideration, the parties agree as follows:

               1.     All  capitalized  terms  used  but not  defined  herein  shall  have the
meanings assigned thereto in the Pooling and Servicing Agreement.

               2.     Concurrently with the execution and delivery hereof,  RFC hereby assigns
to the Company  without  recourse all of its right,  title and interest in and to the Mortgage
Loans,  including  all  interest  and  principal  received on or with  respect to the Mortgage
Loans after  July 1,  2007 (other than  payments of principal and interest due on the Mortgage
Loans on or before July 1,  2007). In consideration  of such  assignment,  RFC or its designee
will  receive  from  the  Company  in   immediately   available   funds  an  amount  equal  to
$359,243,061.74  and a de minimis portion of the Class R-I, Class R-II,  Class R-III and Class
R-IV  Certificates.  In connection  with such assignment and at the Company's  direction,  RFC
has in respect of each  Mortgage  Loan  endorsed  the  related  Mortgage  Note (other than any
Destroyed  Mortgage  Note) to the order of the Trustee and delivered an assignment of mortgage
in recordable form to the Trustee or its agent.

        RFC and the Company  agree that the sale of each Pledged  Asset Loan  pursuant to this
Agreement will also constitute the  assignment,  sale,  setting-over,  transfer and conveyance
to the  Company,  without  recourse  (but  subject  to RFC's  covenants,  representations  and
warranties  specifically  provided  herein),  of all of  RFC's  obligations  and all of  RFC's
right,  title and  interest in, to and under,  whether now  existing or hereafter  acquired as
owner of such  Pledged  Asset Loan with  respect to any and all  money,  securities,  security
entitlements,  accounts,  general intangibles,  payment intangibles,  instruments,  documents,
deposit  accounts,  certificates  of  deposit,  commodities  contracts,  and other  investment
property and other  property of whatever kind or  description  consisting  of, arising from or
related,  (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 and  (ii) with  respect to each Mortgage Loan other than a Cooperative
Loan,  the  related  Mortgage  Note,  the  Mortgage,  any  insurance  policies  and all  other
documents in the related  Mortgage  File,  (B) all monies due or to become due pursuant to the
Mortgage Loans in accordance  with the terms thereof and (C) all  proceeds of the  conversion,
voluntary  or  involuntary,  of the  foregoing  into cash,  instruments,  securities  or other
property,  including without  limitation all amounts from time to time held or invested in the
Certificate  Account  or the  Custodial  Account,  whether  in the form of cash,  instruments,
securities or other  property;  (c) the possession by the Trustee,  the Custodian or any other
agent  of the  Trustee  of  Mortgage  Notes or such  other  items of  property  as  constitute
instruments,  money,  payment  intangibles,  negotiable  documents,  goods,  deposit accounts,
letters of credit,  advices of credit,  investment  property or chattel  paper shall be deemed
to be "possession by the secured  party," or possession by a purchaser or a person  designated
by such secured  party,  for purposes of  perfecting  the  security  interest  pursuant to the
Minnesota  Uniform  Commercial Code and the Uniform  Commercial  Code of any other  applicable
jurisdiction  (including,  without limitation,  Sections 8-106, 9-313 and 9-106 thereof);  and
(d) notifications  to  persons  holding  such  property,  and  acknowledgments,   receipts  or
confirmations  from  persons  holding  such  property,  shall be deemed  notifications  to, or
acknowledgments,  receipts  or  confirmations  from,  securities  intermediaries,  bailees  or
agents of, or persons  holding for, (as  applicable) the Trustee for the purpose of perfecting
such security  interest under  applicable law. RFC shall,  to the extent  consistent with this
Agreement,  take  such  reasonable  actions  as may be  necessary  to  ensure  that,  if  this
Agreement  were  determined to create a security  interest in the Mortgage Loans and the other
property  described  above,  such  security  interest  would be  determined  to be a perfected
security  interest of first  priority  under  applicable  law and will be  maintained  as such
throughout  the term of this  Agreement.  Without  limiting the  generality of the  foregoing,
RFC shall  prepare and deliver to the Company not less than 15 days prior to any filing  date,
and the Company  shall file,  or shall cause to be filed,  at the expense of RFC,  all filings
necessary to maintain the  effectiveness of any original  filings  necessary under the Uniform
Commercial Code as in effect in any  jurisdiction to perfect the Company's  security  interest
in or lien on the Mortgage Loans,  including without limitation  (x) continuation  statements,
and (y) such  other  statements as may be  occasioned by (1) any  change of name of RFC or the
Company,  (2) any  change of  location  of the state of  formation,  place of  business or the
chief  executive  office of RFC, or (3) any  transfer of any  interest of RFC in any  Mortgage
Loan.

               Notwithstanding  the  foregoing,  (i) the  Master  Servicer  shall  retain  all
servicing rights  (including,  without  limitation,  primary  servicing and master  servicing)
relating to or arising out of the Mortgage  Loans,  and all rights to receive  servicing fees,
servicing  income and other payments made as  compensation  for such  servicing  granted to it
under the Pooling and  Servicing  Agreement  pursuant  to the terms and  conditions  set forth
therein  (collectively,  the  "Servicing  Rights")  and  (ii)  the  Servicing  Rights  are not
included  in  the  collateral  in  which  RFC  grants  a  security  interest  pursuant  to the
immediately preceding paragraph.

               3.     Concurrently with the execution and delivery hereof,  the Company hereby
assigns to RFC without  recourse  all of its right,  title and interest in and to a de minimis
portion of the Class R-I, Class R-II,  Class R-III and Class R-IV  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 and provided
that all  percentages  of the  Mortgage  Loans  described  in this  Section 4 are  approximate
percentages  by  outstanding  principal  balance  determined  as of  the  Cut-off  Date  after
deducting payments due during the month of the Cut-off Date):

               (a)    The  information  set forth in  Exhibits  One-A and One-B to the  Series
Supplement  with respect to each Mortgage Loan or the Mortgage  Loans,  as the case may be, is
true  and  correct  in all  material  respects,  at the date or dates  respecting  which  such
information is furnished;

               (b)    Each Mortgage Loan with a  Loan-to-Value  Ratio at origination in excess
of 80% will be insured by a Primary  Insurance  Policy  covering at least 35% of the principal
balance of the Mortgage Loan at  origination  if the  Loan-to-Value  Ratio is between  100.00%
and 95.01%,  at least 30% of the principal  balance of the Mortgage Loan at origination if the
Loan-to-Value  Ratio is  between  95.00%  and  90.01%,  at  least  25% of the  balance  if the
Loan-to-Value  Ratio is  between  90.00%  and  85.01%  and at least 12% of the  balance if the
Loan-to-Value  Ratio is between  85.00% and 80.01%.  To the best of the  Company's  knowledge,
each such  Primary  Insurance  Policy is in full force and effect and the  Trustee is entitled
to the benefits thereunder;

               (c)    Each  Primary  Insurance  Policy  insures  the  named  insured  and  its
successors  and  assigns,  and the  issuer of the  Primary  Insurance  Policy is an  insurance
company whose claims-paying ability is currently acceptable to the Rating Agencies;

               (d)    Immediately  prior  to the  assignment  of  the  Mortgage  Loans  to the
Company,  RFC had good title to, and was the sole owner of, each  Mortgage Loan free and clear
of any pledge,  lien,  encumbrance  or security  interest  (other than rights to servicing and
related  compensation  and, with respect to certain Mortgage Loans, the monthly payment due on
the first Due Date following the Cut-off  Date),  and no action has been taken or failed to be
taken by RFC that would materially  adversely affect the  enforceability  of any Mortgage Loan
or the interests therein of any holder of the Certificates;

               (e)    Approximately  0.6% of the Group 1 Loans were 30 or more days delinquent
in payment of principal and interest as of the Cut-off  Date,  and no Group 1 Loan has been so
delinquent  more than once in the  12-month  period prior to the Cut-off  Date.  Approximately
1.2% of the  Group 2 Loans  were 30 or more  days  delinquent  in  payment  of  principal  and
interest as of the Cut-off  Date,  and no Group 1 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 Note and Mortgage  constitutes a legal,  valid and binding
obligation  of the  borrower  enforceable  in  accordance  with its terms except as limited by
bankruptcy,   insolvency  or  other  similar  laws  affecting  generally  the  enforcement  of
creditor's rights;

               (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  payment-option,  hybrid  adjustable-rate  first
lien mortgage  loans,  with a negative  amortization  feature  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)    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;

               (p)    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;

               (q)    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;

               (r)    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;

               (s)    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;

               (t)    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;

               (u)    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;

               (v)    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;

               (w)    The   appraisal   was  made  by  an  appraiser  who  meets  the  minimum
qualifications for appraisers as specified in the Program Guide;

               (x)    To the best of RFC's  knowledge,  any  esc