Amendment No. 1 to Assignment and Assumption Agreement among Residential Funding Company, U.S. Bank (as Trustee), and Residential Asset Securities Corporation

 EXECUTION COPY AMENDMENT NO. 1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT This AMENDMENT NO. 1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of February 23, 2007 (this "Amendment"), is between RESIDENTIAL FUNDING COMPANY, LLC, a Delaware limited liability company ("RFC"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as trustee for the RASC Series 2006-KS9 Trust (the "Trustee"), and is agreed to and acknowledged by RESIDENTIAL ASSET SECURITIES CORPORATION, a Delaware corporation (the "Company"). Capitalized terms used in this Agreement and not otherwise defined will have the meanings assigned to them in the Assignment and Assumption Agreement dated as of October 27, 2006 (the "Existing Agreement"), between RFC and the Trustee, as assignee of the Company. Recitals A. RFC and the Company entered into the Existing Agreement, and the Company assigned its rights under the Existing Agreement to the Trustee for the benefit of the Certificateholders pursuant to the Pooling and Servicing Agreement dated as of October 27, 2006, among RFC, the Company and the Trustee. B. A Certificateholder has requested that RFC and the Trustee amend the Existing Agreement to provide for additional representations and warranties from RFC, and RFC has agreed to provide such additional representations and warranties. C. RFC and the Trustee desire to amend the Existing Agreement as set forth below. NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Amendments. (a) Section 4 of the Existing Agreement is hereby amended by inserting the following after clause (lx) of Section 4: (lxi) No refinance or purchase money Group II Loan in the trust has an annual percentage rate or total points and fees that exceed the thresholds set by the Home Ownership and Equity Protection Act of 1994 ("HOEPA") and its implementing regulations, including 12 CFR § 226.32(a)(1)(i) and (ii). (b) The last paragraph of Section 4 of the Existing Agreement is hereby amended by replacing such last paragraph in its entirety with the following: Upon discovery by RFC or upon notice from the Company or the Trustee of a breach of the foregoing representations and warranties in respect of any Mortgage Loan, or upon the occurrence of a Repurchase Event (as described in Section 5 below), which materially and adversely affects the interests of any holders of the Certificates or the Company in such Mortgage Loan (notice of which breach or occurrence shall be given to the Company by RFC, if it discovers the same), RFC shall, within 90 days after the earlier of its discovery or receipt of notice thereof, either cure such breach or Repurchase Event in all material respects or, except as otherwise provided in Section 2.04 of the Pooling and Servicing Agreement, either (i) purchase such Mortgage Loan from the Trustee or the Company, as the 

 case may be, at a price equal to the Purchase Price for such Mortgage Loan or (ii) substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan in the manner and subject to the limitations set forth in Section 2.04 of the Pooling and Servicing Agreement. Notwithstanding the foregoing, it is understood by the parties hereto that a breach of the representations and warranties made in any of clauses (xlv) through (lxi) of this Section 4 with respect to any Group II Loan will be deemed to materially and adversely affect the interests of the Holders of the Certificates in the related Mortgage Loan. Notwithstanding the foregoing, RFC shall not be required to cure breaches, Repurchase Events or purchase or substitute for Mortgage Loans as provided above if the substance of such breach or Repurchase Event also constitutes fraud in the origination of the Mortgage Loan. If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Mortgage Loan pursuant to this Section 4 was the representation set forth in clause (xlv) of this Section 4, then RFC shall pay to the Trust Fund, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust Fund, and that directly resulted from such breach, or if incurred and paid by the Trust Fund thereafter, concurrently with such payment. SECTION 2. Effect of Amendment. Upon execution of this Amendment, the Existing Agreement shall be, and be deemed to be, modified and amended in accordance herewith and the respective rights, limitations, obligations, duties, liabilities and immunities of the parties thereto shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Amendment shall be deemed to be part of the terms and conditions of the Existing Agreement (as applicable) for any and all purposes. Except as modified and expressly amended by this Amendment, the Existing Agreement is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect. SECTION 3. Binding Effect. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto (and any Certificateholder) and each of their respective successors and assigns. SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. SECTION 5. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other provisions of this Amendment or of the Certificates or the rights of the Certificateholders. 

 SECTION 6. Section Headings. The section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof. SECTION 7. Counterparts. This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [Signature Pages Follow] 

 IN WITNESS WHEREOF, the RFC and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written. RESIDENTIAL FUNDING COMPANY, LLC By: /s/ Joseph Orning  Name: Joseph Orning Title: Associate U.S. BANK NATIONAL ASSOCIATION, as Trustee By:  /w/Tamara Shultz-Fugh  Name: Tamara Shultz-Fugh Title: Vice President Acknowledged and agreed to by: RESIDENTIAL ASSET SECURITIES CORPORATION By:/s/ Tim Jacobson  Name: Tim Jacobson Title: Vice President