ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT, dated April 27, 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 April 1, 2007 (the "Series Supplement"), and

the Standard Terms of Pooling and Servicing Agreement, dated as of December 1, 2006 (collectively, the "Pooling

and Servicing Agreement"), pursuant to which the Company proposes to issue Mortgage Asset-Backed Pass-Through

Certificates, Series 2007-QH4 (the "Certificates") consisting of seventeen classes designated as Class A-1,

Class A-2, Class A-3, Class R-I, Class R-II, Class R-III, 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 B and Class SB 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, Class R-II and Class R-III 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 received on or with respect to the Mortgage Loans after April 1, 2007 (other than payments of principal

and interest due on the Mortgage Loans on or before April 1, 2007). In consideration of such assignment, RFC or

its designee will receive from the Company in immediately available funds an amount equal to $412,440,101.56 and

a de minimis portion of the Class R-I, Class R-II and Class R-III 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

and Class R-III 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 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 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 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 her