ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT, dated November 29, 2006, between Residential

Funding Company, LLC, a Delaware corporation ("RFC") and Residential Funding Mortgage

Securities I, Inc., a Delaware corporation (the "Company").

Recitals

I. RFC has entered into contracts ("Seller Contracts") with various

seller/servicers, pursuant to which such seller/servicers sell to RFC mortgage loans.

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

defined) sold to RFC pursuant to the Seller Contracts.

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

trustee (the "Trustee"), are entering into a Series Supplement, dated as of November 1, 2006

(the "Series Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated

as of November 1, 2006 (together with the Series Supplement, the "Pooling and Servicing

Agreement"), pursuant to which the Company proposes to issue Mortgage Pass-Through

Certificates, Series 2006-S11 (the "Certificates") consisting of classes designated as the

Class A-1, Class A-2, Class A-3, Class A-4, Class A-V, Class A-P and Class R Certificates

(collectively, the "Senior Certificates"), Class M-1, Class M-2 and Class M-3 Certificates

(collectively, the "Class M Certificates") and Class B-1, Class B-2 and Class B-3

Certificates (collectively, the "Class B 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").

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

to RFC the Class A-P Certificates, Class A-V Certificates and a de minimis portion of the

Class R Certificates (collectively the "Retained Certificates").

V. 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.

VI. 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:

Section 1. All capitalized terms used but not defined herein shall have the meanings

assigned thereto in the Pooling and Servicing Agreement.

Section 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, and with respect to any Sharia Mortgage Loans,

all amounts in respect of profit payments and acquisition payments, received on or with

respect to the Mortgage Loans after November 1, 2006 (other than payments of principal and

interest, and with respect to any Sharia Mortgage Loans, all amounts in respect of profit

payments and acquisition payments, due on the Mortgage Loans in November 2006). In

consideration of such assignment, RFC or its designee will receive from the Company in

immediately available funds an amount equal to $621,726,544.46 plus the Class A-P

Certificates, Class A-V Certificates and a de minimis portion of 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 or security

instrument, as applicable, 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.

Section 3. 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 to, (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. 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 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, 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 any 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 (ii) with respect to any Sharia Mortgage Loan, the related Sharia Mortgage Loan

Security Instrument, Sharia Mortgage Loan Co-Ownership Agreement, Obligation to Pay,

Assignment Agreement and Amendment of Security Instrument, any insurance policies and all

other documents in the related Mortgage File and (iii) with respect to each Mortgage Loan

other than a Cooperative Loan or Sharia Mortgage 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 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.

Section 4. 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 the Class A-P

and Class A-V Certificates and a de minimis portion of the Retained Certificates as part of

the consideration payable to RFC by the Company pursuant to this Agreement.

Section 5. 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):

(i) 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;

(ii) Except in the case of no more than 3.1% of the Mortgage Loans, each mortgage loan

with a Loan-to-Value Ratio at origination in excess of 80%, will be insured by a primary

mortgage insurance policy (a "Primary Insurance Policy") covering 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 of the mortgage loan at origination if the

Loan-to-Value Ratio is between 90.00% and 85.01%, and at least 12% of the balance of the

mortgage loan at origination 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;

(iii) 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;

(iv) 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;

(v) No Mortgage Loan is 30 or more days delinquent in the 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.

(vi) Subject to clause (v) 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;

(vii) There is no delinquent tax or assessment lien against any Mortgaged Property;

(viii) 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;

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

(x) 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 (xv) below;

(xi) 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;

(xii) Each Mortgage Loan at the time it was made complied in all material respects with all

applicable local, state and federal laws, including, but not limited to, all applicable

anti-predatory lending laws;

(xiii) 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;

(xiv) 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;

(xv) A policy of title insurance in the form and amount required by the Program Guide was

effective as of the closing of each Mortgage Loan, is valid and binding and re