8-K 1 qs78kss.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION placeCityWashington, StateD.C. PostalCode20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 1, 2006 Commission File Number of issuing entity: 333-131213-10 RALI Series 2006-QS7 Trust ________________________________________________________ (Exact name of issuing entity) Commission File Number of depositor: 333-131213 Residential Accredit Loans, Inc. ________________________________________________________ (Exact name of depositor as specified in its charter) Residential Funding Corporation ________________________________________________________ (Exact name of sponsor as specified in its charter) DELAWARE None (State or other jurisdiction (I.R.S. employer of incorporation) identification no.) 8400 Normandale Lake Blvd., Suite 250, Minneapolis, MN 55437 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (952) 857-7000 _________________________________________________________________ (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions . [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8. Other Events. On June 29, 2006, Residential Accredit Loans, Inc. caused the issuance and sale of the Mortgage Asset-Backed Pass-Through Certificates, Series 2006-QS7, pursuant to a Series Supplement, dated as of June 1, 2006, and the Standard Terms of Pooling and Servicing Agreement, dated as of March 1, 2006, among Residential Accredit Loans, Inc., as company, Residential Funding Corporation, as master servicer, and Deutsche Bank Trust Company Americas, as trustee. The mortgage loans were sold to Residential Accredit Loans, Inc. pursuant to an Assignment and Assumption Agreement, dated as of June 29, 2006, between Residential Funding Corporation and Residential Accredit Loans, Inc. Item 9. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not applicable (b) Not applicable (c) Exhibits (executed copies): The following execution copies of Exhibits to the Form S-3 Registration Statement of the Registrant are hereby filed: Sequentially Exhibit Numbered Number Exhibit Page 10.1 Series Supplement, dated as of June 1, 2006, and the Standard Terms of Pooling and Servicing Agreement, dated as of March 1, 2006, among Residential Accredit Loans, Inc., as company, Residential Funding Corporation, as master servicer, and Deutsche Bank Trust Company Americas, as trustee. 10.2 Assignment and Assumption Agreement, dated as of June 29, 2006, between Residential Funding Corporation and Residential Accredit Loans, Inc. 10.3 Confirmation, dated as of June 29, 2006, between Deutsche Bank Trust Company placecountry-regionAmericas, as trustee on behalf of the RALI Series 2006-QS7 Trust, and Wachovia Bank, National Association 99.1 Mortgage Loan Schedule. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RESIDENTIAL ACCREDIT LOANS, INC. Name: Heather Anderson Title: Vice President Dated: June 29, 2006







                                                             UNITED STATES

                                                  SECURITIES AND EXCHANGE COMMISSION

                                                        Washington, D.C. 20549

                                                               FORM 8-K

                                                            CURRENT REPORT

                                                Pursuant to Section 13 or 15(d) of the

                                                    Securities Exchange Act of 1934

                                    Date of Report (Date of earliest event reported) June 29, 2006

                                               Commission File Number of issuing entity:
                                                             333-131213-10

                                                      RALI Series 2006-QS7 Trust
                                      ________________________________________________________
                                                     (Exact name of issuing entity)

                                                 Commission File Number of depositor:
                                                              333-131213

                                                   Residential Accredit Loans, Inc.
                                       ________________________________________________________
                                         (Exact name of depositor as specified in its charter)

                                                    Residential Funding Corporation
                                       ________________________________________________________
                                          (Exact name of sponsor as specified in its charter)

                        DELAWARE                                                           None
              ________________________________________________________________________________________________
                (State or other jurisdiction                                        (I.R.S. employer
                   of incorporation)                                               identification no.)

                                   c/o 8400 Normandale Lake Blvd., Suite 250, Minneapolis, MN    55437
                          ___________________________________________________________________________________
                                         (Address of principal executive offices)    (Zip code)

                                   Registrant's telephone number, including area code (952) 857-7000

                                   _________________________________________________________________

                                     (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions .

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On June 29, 2006, Residential Accredit Loans, Inc. (the "Registrant"), as depositor for the RALI Series 2006-QS7 Trust (the
"Trust"), issued Mortgage Asset-Backed Pass-Through Certificates, Series 2006-QS7, including the following classes offered pursuant
to a Registration Statement on Form S-3 (File No. 333-131213) filed by the Registrant with the Securities and Exchange Commission:
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-P, Class A-V, Class R-I, Class R-II, Class M-1, Class M-2 and Class
M-3 (the "Certificates").

Copies of the opinions of Orrick, Herrington & Sutcliffe LLP with respect to legality of the Certificates and with respect
to certain federal tax matters, together with related consents of Orrick, Herrington & Sutcliffe LLP to the incorporation by
reference of such opinions as exhibits to the Registration Statement, are filed as Exhibits to this Report.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Not applicable

(b) Not applicable

Exhibit
Number

5.1 Opinion of Orrick, Herrington & Sutcliffe LLP with respect to legality.

8.1 Opinion of Orrick, Herrington & Sutcliffe LLP with respect to certain tax matters.

23.1 Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 5.1).

23.2 Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 8.1).

                                                              SIGNATURES

                  Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.

                                                              RESIDENTIAL ACCREDIT LOANS, INC.,

                                                              as depositor for the Trust


                                                              By:      /s/ Heather Anderson
                                                                  Name:    Heather Anderson
                                                                  Title:   Vice President


Dated:  June 29, 2006

Exhibit 5.1

Opinion of Orrick, Herrington & Sutcliffe LLP with respect to legality.

Exhibit 8.1

Opinion of Orrick, Herrington & Sutcliffe LLP with respect to certain tax matters.

Exhibit 23.1

Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 5.1).

Exhibit 23.2

Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 8.1)

Filing Compare · RALI Series 2006-QS7 Trust