ASSIGNMENT AND ASSUMPTION AGREEMENT

     ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of May 9, 2006, between
Residential Funding Corporation, a Delaware corporation ("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 JPMorgan Chase Bank, N.A., as
trustee (the "Trustee"), are entering into a Pooling and Servicing Agreement
dated as of April 1, 2006 (the "Pooling and Servicing Agreement"), pursuant to
which the Trust proposes to issue Mortgage Asset-Backed Pass-Through
Certificates, Series 2006-RS3 (the "Certificates") consisting of sixteen classes
designated as Class A-1, Class A-2, Class A-3, Class A-4, 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 SB, 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 April, 2006). In
consideration of such assignment, RFC will receive from the Company, in
immediately available funds, an amount equal to $761,890,349.25 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


                                        2



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) Each of the Mortgage Loans with Loan-to-Value Ratios at
     origination in excess of 80% will be insured by a Primary Insurance Policy
     covering the amount of such Mortgage Loan in excess of 75% except for up to
     17.2% of the Mortgage Loans, which


                                        3



     are Mortgage Loans with a Loan-to-Value Ratio at origination in excess of
     80% that are not insured by a Primary Insurance Policy;

          (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, 0.2% 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


                                        4



     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; 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 of the Mortgage Loans in the mortgage pool are loans that,
     under applicable state or local law in effect at the time of origination of
     the 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;

          (y) With respect to each Mortgage Loan, no borrower obtained a prepaid
     single-premium credit-life, credit disability, credit unemployment or
     credit property insurance policy in connection with the origination of the
     Mortgage Loan. None of the


                                        5



     proceeds for the Mortgage Loans were used to finance the purchase of single
     premium credit insurance policies;

          (z) None of the Mortgage Loans contain prepayment penalties that
     extend beyond five years after the date of origination;

          (aa) None of the Mortgage Loans are subject to the Homeownership Act;

          (bb) Each Mortgage Loan at the time it was made complied in all
     material respects with applicable local, state, and federal laws,
     including, but not limited to, all applicable anti-predatory lending laws;

          (cc) 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;

          (dd) 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(R) Version 5.6c Revised
     (attached hereto as Exhibit 1)); and

          (ee) Each Mortgage Loan listed on the attached Schedule B has an
     original term to maturity of 360 months and an original amortization term
     of 480 months.

     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 or the Company in such Mortgage Loan (notice of
which 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 and
warranty set forth in clause (bb) 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 each Mortgage Loan, a repurchase event ("Repurchase
Event") shall have occurred if one or both of the following occur: (A) it is
discovered that, as of the date hereof, the related Mortgage was not a valid
first lien 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


                                        6



not materially adversely affect the value, use, enjoyment or marketability of
the Mortgaged Property or (B) it is discovered that, as of the time of its
origination and as of the date of execution hereof, the Mortgage Loan did not
comply in all material respects with all applicable local, state and federal
laws. In addition, with respect to any Mortgage Loan listed on the attached
Schedule A with respect to which any document or documents constituting a part
of the Mortgage File are missing or defective in any material respect, if such
Mortgage Loan subsequently is in default and the enforcement thereof or of the
related Mortgage is materially and adversely affected by the absence or
defectiveness of any such document or documents, a Repurchase Event shall be
deemed to have occurred and RFC will be obligated to repurchase or substitute
for such Mortgage Loan in the manner set forth in Section 4 above.

     6. [Reserved]

     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.

     9. This Agreement will be governed by and construed in accordance with the
laws of the State of New York, without regard to the conflict of law principles
thereof, other than Sections 5-1401 and 5-1402 of the New York General
Obligations Law.

                      [SIGNATURES BEGIN ON FOLLOWING PAGE]


                                        7



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

                                        RESIDENTIAL FUNDING CORPORATION


                                        By: /s/ Christopher Martinez
                                            ------------------------------------
                                        Name: Christopher Martinez
                                        Title: Associate


                                        RESIDENTIAL ASSET MORTGAGE
                                        PRODUCTS, INC.


                                        By: /s/ Joseph Orning
                                            ------------------------------------
                                        Name: Joseph Orning
                                        Title: Vice President


                                             Assignment and Assumption Agreement
                                                            RAMP Series 2006-RS3



                                   SCHEDULE A

            Schedule of Mortgage Loans with Defective Mortgage Files

                                 (see attached)



                                   SCHEDULE B

   Schedule of Mortgage Loans with original term to maturity of 360 months and
                   an original amortization term of 480 months

                                 (see attached)



                                    EXHIBIT 1

                                                           REVISED July 11, 2005

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



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

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

                        Effective July 16, 2003

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

                        Effective June 2, 2003

Colorado                Consumer Equity Protection, Colo. Stat.     Covered Loan
                        Ann. Sections 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       High Cost Home Loan
                        Practices Act, Conn. Gen. Stat. Sections
                        36a-746 et seq.

                        Effective October 1, 2001

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

                        Effective for loans closed on or after
                        January 28, 2003

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

                        Effective October 2, 2002



                                        2



STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION



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

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

                         Effective October 1, 2002 - March 6, 2003

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

                         Effective for loans closed on or after
                         March 7, 2003

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

                         Effective October 1, 1995, amendments
                         October 1, 2002

Illinois                 High Risk Home Loan Act, Ill. Comp. Stat.      High Risk Home Loan
                         tit. 815, Sections 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
                         Sections 16a-1-101 et seq.                     Consumer Loan (id.
                                                                        Section 16a-3-207)
                         Sections 16a-1-301 and 16a-3-207 became        and;
                         effective April 14, 1999; Section 16a-3-308a
                         became effective July 1, 1999                  High APR Consumer
                                                                        Loan (id. Section
                                                                        16a-3-308a)

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

                         Effective June 24, 2003

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

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



                                        3



STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION



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

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

                      Effective March 22, 2001 and amended from
                      time to time

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

                      Effective October 1, 2003

New Jersey            New Jersey Home Ownership Security Act of    High Cost Home Loan
                      2002, N.J. Rev. Stat. Sections 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
                      Sections 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    High Cost Home Loan
                      Home Loans, N.C. Gen. Stat. Sections
                      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    Covered Loan
                      the Ohio Code), Ohio Rev. Code Ann.
                      Sections 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



                                        4



STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION



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

South Carolina        South Carolina High Cost and Consumer Home   High Cost Home Loan
                      Loans Act, S.C. Code Ann. Sections
                      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
                      Broker and Servicer Act, W. Va. Code Ann.    Loan Act Loan
                      Sections 31-17-1 et seq.

                      Effective June 5, 2002


STANDARD & POOR'S COVERED LOAN CATEGORIZATION



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

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

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

                     Effective November 27, 2003 - July 5, 2004


STANDARD & POOR'S HOME LOAN CATEGORIZATION



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

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



                                        5



STANDARD & POOR'S HOME LOAN CATEGORIZATION



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

New Jersey           New Jersey Home Ownership Security Act of     Home Loan
                     2002, N.J. Rev. Stat. Sections 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
                     Sections 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     Consumer Home Loan
                     Home Loans, N.C. Gen. Stat. Sections
                     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. Sections 37-23-10
                     et seq.

                     Effective for loans taken on or after
                     January 1, 2004



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