ASSIGNMENT AND ASSUMPTION AGREEMENT

                                                                 EXECUTION COPY

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

               ASSIGNMENT   AND   ASSUMPTION   AGREEMENT,   dated November 29, 2005,
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 November   1, 2005 (the   "Series   Supplement"),   and the
Standard   Terms of Pooling and Servicing   Agreement,   dated as of August 1, 2004
(collectively,   the "Pooling and   Servicing   Agreement"),   pursuant to which the
Company   proposes   to issue   Mortgage   Asset-Backed   Pass-Through   Certificates,
Series 2005-QO4 (the   "Certificates")   consisting of nine classes   designated as
Class I-A-1, Class I-A-2, Class II-A-1,   Class II-A-2, Class II-A-3, Class X-IO,
Class X-PO, Class R-I, and Class R-II Certificates; and seven classes designated
as Class M-1, Class M-2 and Class M-3   (collectively,   the "Offered   Subordinate
Certificates"),   and Class B-1, Class B-2, Class B-3 and Class P   (collectively,
the "Non-offered Certificates") representing beneficial ownership interests in a
trust fund   consisting   primarily   of a pool of   mortgage   loans   identified   in
Exhibit One to the Series Supplement (the "Mortgage Loans").
               D. In   connection   with the purchase of the Mortgage   Loans,   the
Company will assign to RFC a de minimis   portion of the Class R-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 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.

               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 November 1, 2005 (other
than payments of principal   and interest due on the Mortgage   Loans on or before
November 30, 2005). In   consideration   of such   assignment,   RFC or its designee
will receive from the Company in immediately   available funds an amount equal to
$764,994,667.66   and a de   minimis   portion   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 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 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   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)   Except   in the   case   of   two   Mortgage   Loans   representing
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,    including   without    limitation   any
provision   for   prepayment   charges,   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 rede