Exhibit 10.2





                                        ASSIGNMENT AND ASSUMPTION AGREEMENT


         ASSIGNMENT  AND  ASSUMPTION  AGREEMENT,  dated  as  of  [_______],  20-[_],  between  Residential  Funding
Corporation,  a Delaware corporation ("RFC") and Residential Asset Securities  Corporation,  a Delaware corporation
(the "Company").

                                                     Recitals

         A.       RFC has entered into seller contracts ("Seller Contracts") with certain sellers and servicers.

         B.       The  Company  wishes  to  purchase  from RFC  certain  Mortgage  Loans (as  hereinafter  defined)
originated pursuant to the Seller Contracts.

         C.       The Company,  RFC, as master  servicer,  and  [_____________],  as trustee (the  "Trustee"),  are
entering  into a Pooling and  Servicing  Agreement  dated as of  [________]  1, 20[_]  (the  "Pooling and Servicing
Agreement"),  pursuant  to which the  Trust  proposes  to issue  Home  Equity  Mortgage  Asset-Backed  Pass-Through
Certificates,  Series 20[_]-[__] (the "Certificates")  consisting of [seventeen] classes designated as Class [A-1],
Class [A-2],   Class [A-3],   Class [M-1],   Class [M-2],   Class [M-3],   Class [M-4],  Class [M-5],  Class [M-6],
Class [M-7],  Class [M-8],  Class [M-9],  Class  [B-1],  Class  [B-2],  Class [SB],  Class [R-I]  and Class  [R-II]
representing  beneficial  ownership  interests solely in a trust fund consisting  primarily of a pool of adjustable
and fixed rate one-to  four-family  first lien mortgage loans  identified on Exhibit F to the Pooling and Servicing
Agreement (the "Mortgage Loans").

         D.       In connection with the purchase of the Mortgage  Loans,  the Company will assign to RFC the Class
[R-I] and Class [R-II] Certificates (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.

         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 [_________],  20[_]).  In consideration of such assignment,  RFC will receive from the
Company,  in  immediately  available  funds,  an amount  equal to  $[_______]  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,  hereinafter  defined) 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.  Nonetheless  (a) this
Agreement  is intended to be and hereby is 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 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
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,  payment  intangibles,  negotiable  documents,  goods,  deposit  accounts,  letters of credit,
advices  of  credit,  investment  property,  certificated  securities  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, 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 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 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 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),

(i)      Immediately  prior to the  delivery 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 or  security  interest  (other than (a)
rights to  servicing  and  related  compensation,  and (b) any senior lien  relating  to a Mortgage  Loan listed on
Schedule A attached  hereto (the "Junior Lien Mortgage  Loans") and had full right and authority to sell and assign
the Mortgage Loans pursuant to this Agreement.

(ii)     The proceeds of the Mortgage Loan have been fully  disbursed,  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.

(iii)    The Mortgagor  (including any party  secondarily  liable under the Mortgage File) has no right of set-off,
defense,  counterclaim  or right of  rescission  as to any document in the Mortgage  File except as may be provided
under the Relief Act.

(iv)     RFC and any other  originator,  servicer or other  previous  owner of each  Mortgage Loan has obtained all
licenses and effected all registrations  required under all applicable local,  state and federal laws,  regulations
and orders,  including without  limitation truth in lending and disclosure laws,  necessary to own or originate the
Mortgage  Loans (the  failure to obtain such  licenses or to comply with such laws,  regulations  and orders  would
make such Mortgage Loans void or voidable).

(v)      A policy of title  insurance,  in the form and amount  that is in  material  compliance  with the  Program
Guide,  was effective as of the closing of each Mortgage Loan, is valid and binding,  and remains in full force and
effect  except for  Mortgaged  Properties  located in the State of Iowa where an  attorney's  certificate  has been
provided in accordance with the Program Guide.  No claims have been made under such title  insurance  policy and no
holder of the related  mortgage,  including RFC, has done or omitted to do anything which would impair the coverage
of such title insurance policy.

(vi)     Each  Mortgage  Loan is a valid and  enforceable  first lien (or in the case of the Junior  Lien  Mortgage
Loans,  junior lien) on the Mortgaged Property subject only to (1) the lien of nondelinquent  current real property
taxes and assessments,  (2) covenants,  conditions and restrictions,  rights of way, easements and other matters of
public record as of the date of recording of such Mortgage,  such exceptions  appearing of record being  acceptable
to mortgage lending institutions  generally or specifically  reflected in the appraisal made in connection with the
origination  of the related  Mortgage Loan,  and (3) other matters to which like  properties  are commonly  subject
that do not materially interfere with the benefits of the security intended to be provided by such Mortgage.

(vii)    All  improvements  which were considered in determining the Appraised Value of the Mortgaged  Property lie
wholly within the boundaries and the building  restriction lines of the Mortgaged Premises,  or the policy of title
insurance  affirmatively  insures  against loss or damage by reason of any violation,  variation,  encroachment  or
adverse circumstance that either is disclosed or would have been disclosed by an accurate survey.

(viii)   There are no delinquent tax or delinquent  assessment liens against the related  Mortgaged  Property,  and
there are no mechanic's  liens or claims for work,  labor or material or any other liens  affecting  such Mortgaged
Property  which are or may be a lien prior to, or equal with,  the lien of the  Mortgage  assigned  to RFC,  except
those liens that are insured against by the policy of title insurance and described in (v) above.

(ix)     Each  Mortgaged  Property is free of material  damage and is in good repair and no notice of  condemnation
has been given with respect thereto.

(x)      The  improvements  upon the  Mortgaged  Property  are insured  against  loss by fire and other  hazards as
required by the Program Guide,  including  flood  insurance if required  under the National Flood  Insurance Act of
1968,  as amended.  The Mortgage  requires the Mortgagor to maintain  such  casualty  insurance at the  Mortgagor's
expense,  and on the  Mortgagor's  failure to do so,  authorizes  the holder of the Mortgage to obtain and maintain
such insurance at the Mortgagor's expense and to seek reimbursement therefore from the Mortgagor.

(xi)     The appraisal was made by an appraiser who meets the minimum  qualifications  for  appraisers as specified
in the Program Guide.

(xii)    Each  Mortgage  Note and Mortgage  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.

(xiii)   Each Mortgage Loan is covered by a standard hazard insurance policy.

(xiv)    The  information  set forth on the Mortgage  Loan  Schedule with respect to each Mortgage Loan is true and
correct in all material respects as of the date or dates which such information is furnished.

(xv)     As of the Cut-off Date,  [_]% of the Mortgage  Loans are Delinquent in payment of principal or interest by
[_]  days or  more.  For the  purposes  of this  representation  a  Mortgage  Loan is  considered  Delinquent  if a
Subservicer  or the Master  Servicer has made any advances on the Mortgage Loan that have not been  reimbursed  out
of payments by the mortgagor or on the  mortgagor's  behalf from a source other than a Subservicer,  a Seller,  the
Master Servicer or an affiliated entity of either.

(xvi)    [None] of the Mortgage Loans with Loan-to-Value  Ratios, or combined  Loan-to-Value Ratios with respect to
Junior Lien Loans,  at  origination in excess of 80% are insured by a  borrower-paid,  primary  mortgage  insurance
policy.

(xvii)   The weighted  average  Loan-to-Value  Ratio with respect to the Mortgage Loans,  by outstanding  principal
balance at origination, is [___]%.

(xviii)  No more than  approximately  [_]% of the  Mortgage  Loans,  by  outstanding  principal  balance  as of the
Cut-off Date, are located in any one zip code area in [_______].  No more than  approximately  [_]% of the Mortgage
Loans by  outstanding  principal  balance as of the Cut-off  Date are  located in any one zip code area  outside of
[_______].

(xix)    [__]% of the Mortgage Loans that are  adjustable-rate  loans will adjust  semi-annually based on Six-Month
LIBOR,  and [_]% of the Mortgage  Loans that are  adjustable-rate  loans will adjust  annually  based on a One-Year
LIBOR.  Each of the Mortgage Loans that are  adjustable-rate  loans will adjust on the Adjustment Date specified in
the related  Mortgage  Note to a rate equal to the sum (rounded as described in the related  Mortgage  Note) of the
related Index  described in the Prospectus  Supplement and the Note Margin set forth in the related  Mortgage Note,
subject to the limitations described in the Prospectus  Supplement,  and each Mortgage Loan has an original term to
maturity  from the date on which the first  monthly  payment  is due of not more than  approximately  30 years.  On
each Adjustment Date, the Mortgage Rate on each Mortgage Loan that is an  adjustable-rate  loan will be adjusted to
equal the  related  Index plus the  related  Gross  Margin,  subject  in each case to the  Periodic  Rate Cap,  the
Mortgage Rate and the Minimum  Mortgage  Rate.  The amount of the monthly  payment on each Mortgage Loan that is an
adjustable-rate  loan will be adjusted on the first day of the month  following  the month in which the  Adjustment
Date occurs to equal the amount  necessary to pay interest at the  then-applicable  Mortgage Rate to fully amortize
the outstanding  principal  balance of such Mortgage Loan over its remaining term to stated  maturity.  No Mortgage
Loan is subject to negative amortization.

(xx)     With respect to each Mortgage  constituting a deed of trust, a trustee,  duly qualified  under  applicable
law to serve as such, has been properly  designated  and currently so serves and is named in such Mortgage,  and no
fees or expenses  are or will become  payable by the holder of the Mortgage  Loan to the trustee  under the deed of
trust, except in connection with a trustee's sale after default by the Mortgagor.

(xxi)    Approximately  [_]% of the  Mortgaged  Properties  (by  outstanding  principal  balance as of the  Cut-off
Date),  are units in detached  planned  unit  developments.  Approximately  [_]% of the  Mortgaged  Properties  (by
outstanding  principal  balance  as of the  Cut-off  Date),  are  units  in  attached  planned  unit  developments.
Approximately  [_]% of the Mortgaged  Properties (by  outstanding  principal  balance as of the Cut-off Date),  are
units in townhouses.  Approximately  [_]% of the Mortgaged  Properties (by outstanding  principal balance as of the
Cut-off Date) are units in manufactured  housing  developments.  Approximately [_]% of the Mortgaged Properties (by
outstanding  principal  balance as of the  Cut-off  Date),  are  condominium  units.  Each  Mortgaged  Property  is
suitable for year-round occupancy.

(xxii)   Approximately [_]% of the Mortgaged  Properties (by outstanding  principal balance as of the Cut-off Date)
are secured by the owner's  primary  residence.  Approximately  [_]% of the Mortgaged  Properties  (by  outstanding
principal  balance as of the Cut-off Date) are secured by the owner's second or vacation  residence.  Approximately
[_]% of the  Mortgaged  Properties  (by  outstanding  principal  balance as of the  Cut-off  Date) are secured by a
non-owner occupied residence.

(xxiii)  Approximately  [_]% of the  Mortgaged  Properties  (by  outstanding  principal  balance as of the  Cut-off
Date),  are secured by detached  one-family  dwelling  units.  Approximately  [_]% of the Mortgaged  Properties (by
outstanding principal balance as of the Cut-off Date), are secured by two- to four-family dwelling units.

(xxiv)   The  average  outstanding  principal  balance  of the  Mortgage  Loans at  origination  was  approximately
$[___].  No Mortgage Loan at origination had a principal balance of less than $[___] or more than $[___].

(xxv)    As of the  Cut-off  Date,  all  Mortgage  Rate  adjustments  on the  Mortgage  Loans that have  reached an
Adjustment Date have been done in accordance with the terms of the related Mortgage Note.

(xxvi)   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.

(xxvii)  Except as otherwise  specifically  set forth herein,  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 RFC or by any other  entity  involved in
originating or servicing a Mortgage Loan.

(xxviii) 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).

(xxix)   No more than [_]% of the Mortgage  Loans have been  classified  by RFC as Credit Grade A4 Mortgage  Loans,
no more than [_]% of the Mortgage  Loans have been  classified  by RFC as Credit Grade AX Mortgage  Loans,  no more
than [_]% of the Mortgage Loans have been  classified by RFC as Credit Grade AM Mortgage  Loans,  no more than [_]%
of the  Mortgage  Loans have been  classified  by RFC as Credit  Grade B Mortgage  Loans,  no more than [_]% of the
Mortgage  Loans have been  classified by RFC as Credit Grade C Mortgage Loans and no more than [_]% of the Mortgage
Loans have been  classified by RFC as Credit Grade CM Mortgage  Loans,  in each case as described  generally in the
Prospectus Supplement.

(xxx)    [No]  Mortgage  Loan is a graduated  payment  loan or has a shared  appreciation  or  contingent  interest
feature.

(xxxi)   With respect to each Mortgage Loan,  either (i) each Mortgage Loan contains a customary  provision for the
acceleration  of the  payment  of the  unpaid  principal  balance  of the  Mortgage  Loan in the event the  related
Mortgaged  Property is sold without the prior  consent of the  mortgagee  thereunder  or (ii) the Mortgage  Loan is
assumable pursuant to the terms of the Mortgage Note.

(xxxii)  [No] Mortgage Loan provides for deferred interest or negative amortization.

(xxxiii) [None] of the Mortgage Loans are buydown Mortgage Loans.

(xxxiv)  [Each]  Mortgaged  Property  is a single  parcel of real  estate with a one- to  four-unit  single  family
residence  thereon,  a  condominium  unit, a  manufactured  housing  unit,  a unit in a  townhouse,  a planned unit
development,  a leasehold or a modular home; and no Mortgage  Property  consists of a mobile home or a manufactured
housing unit that is not permanently affixed to its foundation.

(xxxv)   No more  than  approximately  [_]% of the  Mortgage  Loans (by  outstanding  principal  balance  as of the
Cut-off Date),  were made to Mortgagors with credit scores as described  generally in the Prospectus  Supplement of
less than 600  excluding  Mortgagors  whose credit  scores are not  available  to RFC. The weighted  average of the
credit scores for the Mortgage Loans for which Credit Scores are available to RFC was  approximately  [_] as of the
Cut-off Date.

(xxxvi)  [No]  instrument  of release or waiver has been  executed in connection  with the Mortgage  Loans,  and no
Mortgagor has been released, in whole or in part from its obligations in connection with a Mortgage Loan.

(xxxvii) The weighted  average  remaining  term to stated  maturity of the Mortgage  Loans,  as of the cut-off date
will be approximately  [_] months.  The weighted average original term to maturity of the Mortgage Loans, as of the
cut-off date will be approximately [_] months.

(xxxviii)         [None] of the  Mortgage  Loans are subject to the Home  Ownership  and Equity  Protection  Act of
1994 ("HOEPA").

(xxxix)  To the best of RFC's  knowledge,  the Subservicer for each Mortgage Loan has accurately and fully reported
its borrower credit files to each of the Credit Repositories in a timely manner.

(xl)     [None] of the proceeds of any Mortgage  Loan were used to finance the  purchase of single  premium  credit
insurance policies.

(xli)    [No]  Mortgage  Loan has a  prepayment  penalty  term that  extends  beyond  five years  after the date of
origination.

(xlii)   [None] of the Mortgage Loans are Balloon Mortgage Loans.

(xliii)  [None] of the Mortgage  Loans are loans that,  under  applicable  state or local law in effect at the time
of  origination  of such  Mortgage  Loan,  are referred to as (1) "high cost" or  "covered"  loans or (2) any other
similar  designation  if the law imposes  greater  restrictions  or  additional  legal  liability  for  residential
mortgage loans with high interest rates, points and/or fees.

(xliv)   The  information  set  forth  in  the  prepayment  charge  schedule  attached  hereto  as  Exhibit  A (the
"Prepayment  Charge  Schedule") is complete,  true and correct in all material respects as of the Cut-off Date, and
each prepayment  charge set forth on the Prepayment  Charge Schedule  ("Prepayment  Charge") is enforceable and was
originated in compliance with all applicable federal, state and local laws.

(xlv)    [Each]  Mortgage  Loan as of the  time of its  origination  complied  in all  material  respects  with all
applicable local, state and federal laws, including, but not limited to, all applicable predatory lending laws.

(xlvi)   [No] Mortgage Loan was  originated on or after October 1, 2002 and before March 7, 2003,  which is secured
by property located in the State of Georgia.

(xlvii)  [No]  Mortgage  Loan is a High Cost Loan or Covered  Loan,  as  applicable  (as such terms are  defined in
Appendix E of the Standard & Poor's Glossary For File Format For LEVELS® Version 5.6b Revised  (attached  hereto as
Exhibit B);  provided that no  representation  and warranty is made in this clause  (xlvii) with respect to [_]% of
the Mortgage Loans and (by outstanding  principal  balance as of the Cut-off Date),  secured by property located in
the State of Kansas or with  respect to [_]% of the  Mortgage  Loans (by  outstanding  principal  balance as of the
Cut-off Date),  secured by property  located in the State of West Virginia;  and provided further that no Qualified
Substitute  Mortgage  Loan shall be a High Cost Loan or Covered  Loan (as such terms are  defined in  Appendix E of
the  Standard & Poor's  Glossary  For File  Format For LEVELS® in effect on the date of  substitution),  unless the
Company  shall have received  from S&P written  confirmation  that the inclusion of any such Mortgage Loan will not
adversely affect the then current ratings assigned to any of the Certificates by S&P.

         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,  the  Certificate  Insurer 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.  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  (xlvi) 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.

5.       With respect to the Mortgage Loans, a repurchase event  ("Repurchase  Event") shall have occurred if it is
discovered  that,  as of the date hereof,  the related  Mortgage  Loan was not a valid first lien or junior lien in
the case of a Junior Lien Loan on the related  Mortgaged  Property  subject  only to (i) the lien of real  property
taxes and  assessments  not yet due and payable,  (ii)  covenants,  conditions,  and  restrictions,  rights of way,
easements  and other  matters  of  public  record  as of the date of  recording  of such  Mortgage  and such  other
permissible  title  exceptions as are listed in the Program Guide and (iii) other matters to which like  properties
are commonly  subject which do not materially  adversely affect the value,  use,  enjoyment or marketability of the
Mortgaged Property.

6.       RFC hereby  represents  and warrants to the Company that with respect to each Mortgage  Loan,  the REMIC's
tax basis in each  Mortgage  Loan as of the Closing Date is equal to or greater  than 100% of the Stated  Principal
Balance thereof.

7.       This Agreement  shall inure to the benefit of and be binding upon the parties hereto and their  respective
successors and assigns, and no other person shall have any right or obligation hereunder.

8.       RFC, as master  servicer  under the Pooling and Servicing  Agreement  (the "Master  Servicer"),  shall not
waive (or permit a sub-servicer to waive) any Prepayment Charge unless:  (i) the  enforceability thereof shall have
been limited by  bankruptcy,  insolvency,  moratorium,  receivership  and other similar laws relating to creditors'
rights generally,  (ii) the enforcement  thereof is illegal,  or any local,  state or federal agency has threatened
legal action if the prepayment penalty is enforced,  (iii) the  collectability  thereof shall have been limited due
to acceleration in connection with a foreclosure or other  involuntary  payment or (iv) such waiver is standard and
customary in servicing  similar  Mortgage  Loans and relates to a default or a reasonably  foreseeable  default and
would, in the reasonable  judgment of the Master Servicer,  maximize recovery of total proceeds taking into account
the value of such  Prepayment  Charge and the related  Mortgage Loan. In no event will the Master  Servicer waive a
Prepayment  Charge in  connection  with a  refinancing  of a  Mortgage  Loan that is not  related to a default or a
reasonably  foreseeable  default.  If a  Prepayment  Charge is waived,  but does not meet the  standards  described
above,  then the Master  Servicer is required to pay the amount of such waived  Prepayment  Charge to the holder of
the Class SB  Certificates  at the time that the amount  prepaid on the  related  Mortgage  Loan is  required to be
deposited into the Custodial  Account.  Notwithstanding  any other provisions of this Agreement,  any payments made
by the Master Servicer in respect of any waived  Prepayment  Charges pursuant to this Section shall be deemed to be
paid outside of the Trust Fund and not part of any REMIC.

                                       [Signatures begin on following page.]




         IN WITNESS  WHEREOF,  the parties have entered into this  Assignment  and  Assumption  Agreement as of the
date first above written.


                                                     RESIDENTIAL FUNDING CORPORATION



                                                     By:________________________________
                                                     Name:
                                                     Title:



                                                     RESIDENTIAL ASSET SECURITIES CORPORATION



                                                     By:________________________________
                                                     Name:
                                                     Title:


                                                     EXHIBIT A

                                            Prepayment Charge Schedule

                                                [(see attachment)]





                                                     EXHIBIT B

                                 APPENDIX E OF THE STANDARD & POOR'S GLOSSARY FOR
                                   FILE FORMAT FOR LEVELS® VERSION 5.6b REVISED

                                                                                REVISED [_______], 20[__]
APPENDIX E - Standard & Poor's Predatory Lending Categories


Standard & Poor's has categorized loans governed by anti-predatory  lending laws in the Jurisdictions  listed below
into three  categories  based upon a combination of factors that include (a) the risk exposure  associated with the
assignee  liability and (b) the tests and  thresholds set forth in those laws.  Note that certain loans  classified
by the  relevant  statute as Covered  are  included  in  Standard & Poor's  High Cost Loan  Category  because  they
included thresholds and tests that are typical of what is generally considered High Cost by the industry.

Standard & Poor's High Cost Loan Categorization

---------------------------------------------------------------------------------------------------------------------
                                   ------------------------------------------------- --------------------------------
       State/Jurisdiction           Name of Anti-Predatory Lending Law/Effective       Category under Applicable
                                                         Date                          Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

Arkansas                           Arkansas Home Loan Protection Act, Ark. Code      High Cost Home Loan
                                   Ann. §§ 23-53-101 et seq.

                                   Effective July 16, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

Cleveland Heights, OH              Ordinance No. 72-2003 (PSH), Mun. Code §§         Covered Loan
                                   757.01 et seq.

                                   Effective June 2, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

Colorado                           Consumer Equity Protection, Colo. Stat. Ann. §§   Covered Loan
                                   5-3.5-101 et seq.

                                   Effective for covered loans offered or entered
                                   into on or after January 1, 2003. Other
                                   provisions of the Act took effect on June 7,
                                   2002
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

Connecticut                        Connecticut Abusive Home Loan Lending Practices   High Cost Home Loan
                                   Act, Conn. Gen. Stat. §§ 36a-746 et seq.

                                   Effective October 1, 2001
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

District of Columbia               Home Loan Protection Act, D.C. Code §§            Covered Loan
                                   26-1151.01 et seq.

                                   Effective for loans closed on or after January
                                   28, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

Florida                            Fair Lending Act, Fla. Stat. Ann. §§ 494.0078     High Cost Home Loan
                                   et seq.

                                   Effective October 2, 2002
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

Georgia (Oct. 1, 2002 - Mar. 6,    Georgia Fair Lending Act, Ga. Code Ann. §§        High Cost Home Loan
2003)                              7-6A-1 et seq.

                                   Effective October 1, 2002 - March 6, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

Georgia as amended (Mar. 7, 2003   Georgia Fair Lending Act, Ga. Code Ann. §§        High Cost Home Loan
- current)                         7-6A-1 et seq.

                                   Effective for loans closed on or after March 7,
                                   2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

HOEPA Section 32                   Home Ownership and Equity Protection Act of       High Cost Loan
                                   1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and
                                   226.34

                                   Effective October 1, 1995, amendments October
                                   1, 2002
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

Illinois                           High Risk Home Loan Act, Ill. Comp. Stat. tit.    High Risk Home Loan
                                   815, §§ 137/5 et seq.

                                   Effective January 1, 2004 (prior to this date,
                                   regulations under Residential Mortgage License
                                   Act effective from May 14, 2001)
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

Kansas                             Consumer Credit Code, Kan. Stat. Ann. §§          High Loan to Value Consumer
                                   16a-1-101 et seq.                                 Loan (id. § 16a-3-207) and;

                                   Sections 16a-1-301 and 16a-3-207 became
                                   effective April 14, 1999; Section 16a-3-308a
                                   became effective July 1, 1999
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

                                                                                     High APR Consumer Loan (id. §
                                                                                     16a-3-308a)
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

Kentucky                           2003 KY H.B. 287 - High Cost Home Loan Act, Ky.   High Cost Home Loan
                                   Rev. Stat. §§ 360.100 et seq.

                                   Effective June 24, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

Maine                              Truth in Lending, Me. Rev. Stat. tit. 9-A, §§     High Rate High Fee Mortgage
                                   8-101 et seq.

                                   Effective September 29, 1995 and as amended
                                   from time to time
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

Massachusetts                      Part 40 and Part 32, 209 C.M.R. §§ 32.00 et       High Cost Home Loan
                                   seq. and 209 C.M.R. §§ 40.01 et seq.

                                   Effective March 22, 2001 and amended from time
                                   to time
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

Nevada                             Assembly Bill No. 284, Nev. Rev. Stat. §§         Home Loan
                                   598D.010 et seq.

                                   Effective October 1, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

New Jersey                         New Jersey Home Ownership Security Act of 2002,   High Cost Home Loan
                                   N.J. Rev. Stat. §§ 46:10B-22 et seq.

                                   Effective for loans closed on or after November
                                   27, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

New Mexico                         Home Loan Protection Act, N.M. Rev. Stat. §§      High Cost Home Loan
                                   58-21A-1 et seq.

                                   Effective as of January 1, 2004; Revised as of
                                   February 26, 2004
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

New York                           N.Y. Banking Law Article 6-l                      High Cost Home Loan

                                   Effective for applications made on or after
                                   April 1, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

North Carolina                     Restrictions and Limitations on High Cost Home    High Cost Home Loan
                                   Loans, N.C. Gen. Stat. §§ 24-1.1E et seq.

                                   Effective July 1, 2000; amended October 1, 2003
                                   (adding open-end lines of credit)
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

Ohio                               H.B. 386 (codified in various sections of the     Covered Loan
                                   Ohio Code), Ohio Rev. Code Ann. §§ 1349.25 et
                                   seq.

                                   Effective May 24, 2002
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

Oklahoma                           Consumer Credit Code (codified in various         Subsection 10 Mortgage
                                   sections of Title 14A)

                                   Effective July 1, 2000; amended effective
                                   January 1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

South Carolina                     South Carolina High Cost and Consumer Home        High Cost Home Loan
                                   Loans Act, S.C. Code Ann. §§ 37-23-10 et seq.

                                   Effective for loans taken on or after January
                                   1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

West Virginia                      West Virginia Residential Mortgage Lender,        West Virginia Mortgage Loan
                                   Broker and Servicer Act, W. Va. Code Ann. §§      Act Loan
                                   31-17-1 et seq.

                                   Effective June 5, 2002
---------------------------------- ------------------------------------------------- --------------------------------


Standard & Poor's Covered Loan Categorization

---------------------------------- ------------------------------------------------- --------------------------------
       State/Jurisdiction           Name of Anti-Predatory Lending Law/Effective       Category under Applicable
                                                         Date                          Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

Georgia (Oct. 1, 2002 - Mar. 6,    Georgia Fair Lending Act, Ga. Code Ann. §§        Covered Loan
2003)                              7-6A-1 et seq.

                                   Effective October 1, 2002 - March 6, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

New Jersey                         New Jersey Home Ownership Security Act of 2002,   Covered Home Loan
                                   N.J. Rev. Stat. §§ 46:10B-22 et seq.

                                   Effective November 27, 2003 - July 5, 2004
---------------------------------- ------------------------------------------------- --------------------------------

Standard & Poor's Home Loan Categorization

---------------------------------------------------------------------------------------------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
       State/Jurisdiction           Name of Anti-Predatory Lending Law/Effective       Category under Applicable
                                                         Date                          Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

Georgia (Oct. 1, 2002 - Mar. 6,    Georgia Fair Lending Act, Ga. Code Ann. §§        Home Loan
2003)                              7-6A-1 et seq.

                                   Effective October 1, 2002 - March 6, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

New Jersey                         New Jersey Home Ownership Security Act of 2002,   Home Loan
                                   N.J. Rev. Stat. §§ 46:10B-22 et seq.

                                   Effective for loans closed on or after November
                                   27, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

New Mexico                         Home Loan Protection Act, N.M. Rev. Stat. §§      Home Loan
                                   58-21A-1 et seq.

                                   Effective as of January 1, 2004; Revised as of
                                   February 26, 2004
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

North Carolina                     Restrictions and Limitations on High Cost Home    Consumer Home Loan
                                   Loans, N.C. Gen. Stat. §§ 24-1.1E et seq.

                                   Effective July 1, 2000; amended October 1, 2003
                                   (adding open-end lines of credit)
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------

South Carolina                     South Carolina High Cost and Consumer Home        Consumer Home Loan
                                   Loans Act, S.C. Code Ann. §§ 37-23-10 et seq.

                                   Effective for loans taken on or after January
                                   1, 2004
---------------------------------- ------------------------------------------------- --------------------------------