ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT, dated November 20, 2007, between

Residential Funding Company, LLC, 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 November 1, 2007 (the "Series Supplement"), to the Standard Terms of

Pooling and Servicing Agreement, dated as of November 1, 2007 (together with the

Series Supplement, the "Pooling and Servicing Agreement"), pursuant to which the

Company proposes to issue Mortgage Pass-Through Certificates, Series 2007-S9

(the "Certificates") consisting of classes designated as the Class I-A-1, Class

I-A-2, Class II-A-1, Class II-A-2, Class II-A-3, Class I-A-V, Class II-A-V,

Class I-A-P, Class II-A-P, Class P, Class R-I 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, which will be divided into two groups, identified

in Exhibit One-I and Exhibit One-II 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 I-A-P Certificates, Class II-A-P Certificates,

Class I-A-V Certificates, Class II-A-V Certificates, Class P Certificates, Class

M Certificates, Class B 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.

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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, and with

respect to any Sharia Mortgage Loans, all amounts in respect of profit payments

and acquisition payments, received on or with respect to the Mortgage Loans

after November 1, 2007 (other than payments of principal and interest, and with

respect to any Sharia Mortgage Loans, all amounts in respect of profit payments

and acquisition payments, due on the Mortgage Loans in November 2007). In

consideration of such assignment, RFC or its designee will receive from the

Company in immediately available funds an amount equal to $164,514,002.57 plus

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 or security instrument, as

applicable, 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.

Section 3. 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, 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

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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 any 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 any

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 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

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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 4. 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 Retained Certificates as part of the consideration payable to RFC by

the Company pursuant to this Agreement.

Section 5. 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-I and Exhibit One-II 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) To the best of the Company's knowledge, each Group I 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 Group I 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 Group II Loan with a Loan-to-Value Ratio at

origination in excess of 80% will be insured a primary mortgage insurance policy

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(a "Primary Insurance Policy"), covering at least 25% of the balance of the

mortgage loan at origination if the Loan-to-Value Ratio is between 95.00% and

90.01%, at least 12% 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 6% 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 Group I Loan is 30 or more days delinquent in the payment of

principal and interest as of the Cut-off Date and no Group I Loan has been so

Delinquent more than once in the 12 month period prior to the Cut-off Date. No

Group II Loan is currently 30 or more days delinquent in payment of principal

and interest as of the Cut-off Date and no Group II 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;

(