ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of December 8, 2006 between Residential

Funding Company, LLC, a Delaware limited liability company ("RFC") and Residential Asset

Mortgage Products, Inc., a Delaware corporation (the "Company").

Recitals

A. RFC has entered into seller contracts ("Seller Contracts") with the

seller/servicers.

B. The Company wishes to purchase from RFC certain Mortgage Loans (as hereinafter

defined) originated pursuant to the Seller Contracts other than the Arrearages (as defined

in the Pooling and Servicing Agreement) with respect thereto.

C. The Company, RFC, as master servicer, and U.S. Bank National Association, as

trustee (the "Trustee"), are entering into a Pooling and Servicing Agreement dated as of

November 1, 2006 (the "Pooling and Servicing Agreement"), pursuant to which the Trust

proposes to issue Mortgage Asset-Backed Pass-Through Certificates, RAAC Series 2006-SP4 (the

"Certificates") consisting of classes of senior certificates designated as Class A-1, Class

A-2 and Class A-3 (collectively, the "Senior Certificates") and subordinate certificates

designated as Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6

Certificates (collectively, the "Class M Certificates"), Class R-I Certificates, Class R-II

Certificates and Class SB Certificates representing beneficial ownership interests in a

trust fund consisting primarily of a pool of mortgage loans identified in Exhibits F-1 and

F-2 to the Pooling and Servicing Agreement (the "Mortgage Loans").

D. In connection with the purchase of the Mortgage Loans, the Company will assign

to or at the direction of RFC the Class R-I, Class R-II and Class SB Certificates

(collectively, the "Retained 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 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.

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

the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans in

November 2006). In consideration of such assignment, RFC will receive from the Company, in

immediately available funds, an amount equal to $303,093,260.76 and 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 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.

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 also be deemed to 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 a grant by RFC to the Company of a security interest in all of RFC's right (including the

power to convey title thereto), title and interest, whether now owned or hereafter acquired,

in and to (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 Mortgage Notes, the Mortgages, any related insurance policies and all other

documents in the related Mortgage Files, (B) all amounts payable pursuant to the Mortgage

Loans in accordance with the terms thereof and (C) 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

and other property of whatever kind or description now existing or hereafter acquired

consisting of, arising from or relating to any of the foregoing, and 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, negotiable documents or chattel paper shall be deemed to be

"possession by the secured party", or possession by a purchaser or a person designated by

him, 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, Section 9-305, 8-313 or 8-321 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, financial intermediaries, bailees or agents

(as applicable) of 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 deemed to

create a security interest in the Mortgage Loans and the other property described above,

such security interest would be deemed 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 no 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.

3. Concurrently with the execution and delivery hereof, the Company hereby assigns to or

at the direction of 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.

4. RFC represents and warrants to the Company, with respect to each Mortgage Loan that

on the date of execution hereof (or, if otherwise specified below, as of the date so

specified):

(a) The information set forth in the Mortgage Loan Schedule for such Mortgage Loan is

true and correct in all material respects as of the date or dates respecting

which such information is furnished;

(b) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of

the Code and Treasury Regulations Section 1.860G-2(a)(1);

(c) Immediately prior to the conveyance of each Mortgage Loan to the Trustee, RFC had

good title to, and was the sole owner of, such Mortgage Loan free and clear of

any pledge, lien, encumbrance or security interest (other than rights to

servicing and related compensation) and such conveyance validly transfers

ownership of such Mortgage Loan to the Trustee free and clear of any pledge,

lien, encumbrance or security interest;

(d) Each Mortgage Note constitutes a legal, valid and binding obligation of the Mortgagor

enforceable in accordance with its terms except as limited by bankruptcy,

insolvency or other similar laws affecting generally the enforcement of

creditors' rights;

(e) To the best of RFC's knowledge as of the Cut-off Date, and except as noted in (h)

below, there is no default, breach, violation or event of acceleration

existing under the terms of 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 under the terms of any

Mortgage Note or Mortgage, and no such default, breach, violation or event of

acceleration has been waived by RFC or by any other entity involved in

servicing a Mortgage Loan;

(f) Each Mortgage Loan with a Loan-to-Value Ratio, or combined Loan-to-Value Ratio in the

case of Mortgage Loans Secured by second liens, at origination in excess of

80% will be insured by a Primary Insurance Policy, except for 91.8% of the

Mortgage Loans. The amount of this insurance covers the amount of such

Mortgage Loan in excess of 75% of the value of the related Mortgaged Property

used in determining the Loan-to-Value Ratio, or combined Loan-to-Value Ratio

in the case of Mortgage Loans Secured by second liens.

(g) As of the Cut-Off Date, none of the Mortgage Loans are 30 to 59 days Delinquent in

payment of principal and interest and approximately 0.9% of the Mortgage Loans

have been 30 to 59 days delinquent in the payment of principal and interest

within the last twelve months. As of the Cut-Off Date, none of the Mortgage

Loans are currently 60 or more days delinquent in the payment of principal and

interest and none of the Mortgage Loans have been 60 or more days delinquent

in the payment of principal and interest within the last twelve months;

(h) None of the Mortgage Loans is a Buy-Down Mortgage Loan;

(i) To the best of RFC's knowledge, there is no delinquent tax or assessment lien against

any related Mortgaged Property;

(j) No Mortgagor has any valid 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 of 1940, as amended;

(k) No Mortgage Loan provides for payments that are subject to reduction by withholding

taxes levied by any foreign (non-United States) sovereign government;

(l) The proceeds of each Mortgage Loan have been fully disbursed and (2) to the best of

RFC's knowledge, there is no requirement for future advances thereunder and

any and all requirements as to completion of any on-site or off-site

improvements and as to disbursements of any escrow funds therefor (including

any escrow funds held to make Monthly Payments pending completion of such

improvements) have been complied with. All costs, fees and expenses incurred

in making, closing or recording the Mortgage Loans were paid;

(m) To the best of RFC's knowledge, with respect to each Mortgage Loan, 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;

(n) With respect to each Mortgage Loan, a policy of title insurance was effective as of

the closing of such Mortgage Loan, is valid and binding, and remains in full

force and effect, unless the related Mortgaged Property is located in the

State of Iowa and an attorney's certificate has been provided;

(o) Each Mortgaged Property is free of damage and in good repair and no notice of

condemnation has been given with respect thereto. 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;

(p) 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 or (ii) by judicial foreclosure or, if

applicable, non judicial foreclosure, and to the best of RFC's knowledge,

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;

(q) To the best of RFC's knowledge, 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 u