EXECUTION COPY ASSIGNMENT AND ASSUMPTION AGREEMENT

EXECUTION COPY

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT, dated November 29, 2006, 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 and grantor trust trustee (the "Trustee"), are entering into a Series

Supplement, dated as of November 1, 2006 (the "Series Supplement"), and the Standard Terms

of Pooling and Servicing Agreement, dated as of November 1, 2006 (collectively, the "Pooling

and Servicing Agreement"), pursuant to which the Company proposes to issue Mortgage

Asset-Backed Pass-Through Certificates, Series 2006-QO9 (the "Certificates") consisting of

thirty classes designated as Class I-A1A, Class I-A1B, Class I-A1BU, Class I-A2A, Class

I-A2AU, Class I-A3A, Class I-A3AU, Class I-A3B, Class I-A3BU, Class I-A4A, Class I-A4AU,

Class II-A, Class B, Class AXP, Class R-I, Class R-II, Class R-III, Class-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, Class SB and Class P 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, Class R-III and Class R-IV

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 November 1, 2006 (other than payments of principal and interest due on the

Mortgage Loans on or before November 31, 2006). In consideration of such assignment, RFC or

its designee will receive from the Company in immediately available funds an amount equal to

$940,684,635.16 and a de minimis portion of the Class R-I, Class R-II, Class R-III and

Class-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):

(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, adjustable-rate first lien

mortgage loans, with a negative amortization feature having terms to maturity of not more

than 40 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 custo