ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of November 29, 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 with respect thereto.

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

and supplemental interest trust trustee (the "Trustee" and the "Supplemental Interest Trust Trustee;"

respectively), 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, Series 2006-EFC2 (the "Certificates") consisting of seventeen classes

designated as Class A-1, Class A-2, Class A-3, Class A-4, Class M-1S, Class M-2S, Class M-3S, Class M-4,

Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B, Class SB and Class R-I and Class R-II

Certificates representing beneficial ownership interests in a trust fund consisting primarily of a pool

of mortgage loans identified in Exhibit G 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 and Class R-II 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

$383,200,000 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 shall 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 Loans 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 the Mortgage Loans to the Trustee, 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 such conveyance

validly transfers ownership of the Mortgage Loans 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) [Reserved];

(g) The related Mortgagor is not currently in bankruptcy proceedings with respect to any of the

Mortgage Loans;

(h) As of the Cut-Off Date, none of the Mortgage Loans are 30 to 59 days delinquent in payment of

principal and interest and none of the Mortgage Loans are 60 or more days Delinquent in payment

of principal and interest;

(i) None of the Mortgage Loans are Buy-Down Mortgage Loans;

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

related Mortgaged Property;

(k) 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;

(l) No Mortgage Loan provides for payments that are subject to reduction by withholding taxes levied

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

(m) (1) 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;

(n) 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;

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

of each Mortgage Loan, is valid and binding, and remains in full force and effect, unless the

Mortgaged Properties are located in the State of Iowa and an attorney's certificate has been

provided;

(p) 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;

(q) 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;

(r) 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 under any Mortgage that is a deed of trust;

(s) If the improvements securing a Mortgage Loan are located in a federal designated special flood

hazard area, flood insurance in the amount required under the Program Guide covers such

Mortgaged Property (either by coverage under the federal flood insurance program or by coverage

from private insurers);

(t) To the extent an appraisal was made on a Mortgage Loan, the appraisal was made by an appraiser

who meets the minimum qualifications for appraisers as specified in the Program Guide;

(u) Each Mortgage Loan is covered by a standard hazard insurance policy;

(v) 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 (other than with respect to any junior lien Mortgage Loans);

and the remaining term of the lease does not terminate less than ten years after the maturity

date of such Mortgage Loan;

(w) To the best of RFC's knowledge, any escrow arrangements established with respect to any Mortgage

Loan are in compliance with all applicable local, state and federal laws and are in compliance

with the terms of the related Mortgage Note;

(x) None