ASSIGNMENT AND ASSUMPTION AGREEMENT

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

        ASSIGNMENT AND ASSUMPTION   AGREEMENT,   dated December 29, 2005,   between
Residential Funding Corporation,   a Delaware corporation ("RFC") and Residential
Funding Mortgage Securities I, Inc., a Delaware corporation (the "Company").

                                    Recitals

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

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

        III.   The   Company,   RFC,   as master   servicer   and U.S.   Bank   National
Association,   as trustee (the "Trustee"), are entering into a Series Supplement,
dated as of December 1, 2005 (the "Series Supplement"), to the Standard Terms of
Pooling and   Servicing   Agreement,   dated as of May 1, 2005   (together   with the
Series Supplement, the "Pooling and Servicing Agreement"), pursuant to which the
Company   proposes to issue Mortgage   Pass-Through   Certificates,   Series 2005-S9
(the   "Certificates")   consisting of classes   designated as the 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-V, Class A-P, Class R-1 and
Class R-II Certificates   (collectively,   the "Senior Certificates"),   Class M-1,
Class M-2 and Class M-3 Certificates (collectively,   the "Class M Certificates")
and 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").

        IV. In connection with the purchase of the Mortgage   Loans,   the Company
will assign to RFC the Class A-P   Certificates,   Class A-V Certificates and a de
minimis   portion   of   each   of   the   Class   R-I   and   Class   R-II    Certificates
(collectively, the "Retained Certificates").

        V. In   connection   with   the   purchase   of the   Mortgage   Loans   and the
issuance of the   Certificates,   RFC wishes to make certain   representations   and
warranties   to the Company and to assign   certain of its rights under the Seller
Contracts   to the   Company,   and the Company   wishes to assume   certain of RFC's
obligations under the Seller Contracts.

        VI. 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:

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

Section 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   December 1, 2005 (other than payments
of   principal   and interest due on the   Mortgage   Loans in December,   2005).   In
consideration   of such   assignment,   RFC or its   designee   will receive from the
Company in immediately   available funds an amount equal to $356,967,720.72   plus
the Class A-P Certificates,   the Class A-V Certificates and a de minimis portion
of the Retained   Certificates.   In connection   with such   assignment   and at the
Company's   direction,   RFC has in respect of each   Mortgage   Loan   endorsed   the
related   Mortgage Note (other than any Destroyed   Mortgage Note) to the order of
the Trustee and delivered an   assignment   of mortgage in recordable   form to the
Trustee or its agent.   A   "Destroyed   Mortgage   Note" means a Mortgage   Note the
original of which was permanently lost or destroyed.

        RFC and the   Company   agree   that the sale of each   Pledged   Asset   Loan
pursuant   to   this   Agreement   will   also   constitute   the    assignment,    sale,
setting-over,   transfer and   conveyance   to the Company,   without   recourse (but
subject to RFC's covenants, representations and warranties specifically provided
herein),   of all of RFC's obligations and all of RFC's right, title and interest
in, to and under,   whether now existing or   hereafter   acquired as owner of such
Pledged   Asset   Loan with   respect to any and all   money,   securities,   security
entitlements,   accounts, general intangibles, payment intangibles,   instruments,
documents, deposit accounts, certificates of deposit, commodities contracts, and
other   investment   property and other   property of whatever kind or   description
consisting   of,   arising   from or   related   to, (i) the   Credit   Support   Pledge
Agreement,   the Funding and Pledge Agreement among the Mortgagor or other Person
pledging the related Pledged Assets (the   "Customer"),   Combined   Collateral LLC
and National   Financial   Services   Corporation,   and the   Additional   Collateral
Agreement between GMAC Mortgage Corporation and the Customer (collectively,   the
"Assigned   Contracts"),   (ii) all rights, powers and remedies of RFC as owner of
such Pledged   Asset Loan under or in   connection   with the   Assigned   Contracts,
whether arising under the terms of such Assigned   Contracts,   by statute, at law
or in equity,   or otherwise arising out of any default by the Mortgagor under or
in connection with the Assigned Contracts,   including all rights to exercise any
election   or   option   or to make any   decision   or   determination   or to give or
receive any notice,   consent,   approval or waiver thereunder,   (iii) the Pledged
Amounts and all money,   securities,   security   entitlements,   accounts,   general
intangibles,   payment   intangibles,   instruments,   documents,   deposit accounts,
certificates of deposit,   commodities   contracts,   and other investment property
and other   property of whatever kind or   description   and, all cash and non-cash
proceeds of the sale,   exchange,   or redemption   of, and all stock or conversion
rights,   rights   to   subscribe,   liquidation   dividends   or   preferences,   stock
dividends,   rights to interest,   dividends,   earnings,   income,   rents,   issues,
profits, interest payments or other distributions of cash or other property that
secures a Pledged Asset Loan, (iv) all documents,   books and records   concerning
the foregoing   (including all computer programs,   tapes, disks and related items
containing   any such   information)   and (v) all   insurance   proceeds   (including
proceeds   from the   Federal   Deposit   Insurance   Corporation   or the   Securities
Investor   Protection   Corporation or any other insurance   company) of any of the
foregoing   or   replacements   thereof   or   substitutions   therefor,   proceeds   of
proceeds and the   conversion,   voluntary   or   involuntary,   of any thereof.   The
foregoing transfer,   sale,   assignment and conveyance does not constitute and is
not intended to result in the creation,   or an assumption by the Company, of any
obligation of RFC, or any other Person in connection   with the Pledged Assets or
under any agreement or instrument relating thereto,   including any obligation to
the Mortgagor, other than as owner of the Pledged Asset Loan.

        The Company and RFC intend that the   conveyance by RFC to the Company of
all its right,   title and interest in and to the Mortgage Loans pursuant to this
Section 2 shall be, and be construed as, a sale of the Mortgage   Loans by RFC to
the Company. It is, further, not intended that such conveyance be deemed to be a
pledge of the   Mortgage   Loans by RFC to the   Company   to secure a debt or other
obligation of RFC. However,   in the event that the Mortgage Loans are held to be
property of RFC, or if for any reason this Agreement is held or deemed to create
a security   interest in the Mortgage   Loans,   then it is intended   that (a) this
Agreement shall be a security   agreement   within the meaning of Articles 8 and 9
of the Minnesota Uniform   Commercial Code and the Uniform Commercial Code of any
other applicable   jurisdiction;   (b) the conveyance provided for in this Section
shall be   deemed   to be,   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 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.

Section 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 and Class A-V   Certificates and a de minimis portion of the
Retained Certificates as part of the consideration payable to RFC by the Company
pursuant to this Agreement.

Section   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):

(i) 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;

(ii) Each mortgage loan with a   Loan-to-Value   Ratio at origination in excess of
80%,   will be   insured   by a   primary   mortgage   insurance   policy   (a   "Primary
Insurance   Policy")   covering   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 of the mortgage loan at   origination if the
Loan-to-Value   Ratio is   between   90.00%   and   85.01%,   and at least   12% of the
balance   of the   mortgage   loan at   origination   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;

(iii) 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;

(iv)   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;

(v) 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;

(vi) Subject to clause (v) 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;

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

(viii) 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;

(ix) None of the Mortgage Loans are Buy-Down Mortgage Loans;

(x)   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 (xv)
below;

(xi) 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;

(xii)   Each   Mortgage   Loan at the time it was   made   complied   in all   material
respects with all applicable local, state and federal laws,   including,   but not
limited to, all applicable anti-predatory lending laws;

(xiii) Each Mortgage contains customary and enforceable