ASSIGNMENT AND ASSUMPTION AGREEMENT

      ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of March 9, 2007, between
Residential Funding Company, LLC, a Delaware limited liability company ("RFC"),
and Residential Asset Mortgage Products, Inc., a Delaware corporation (the
"Company").

                                    Recitals

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

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

      C.    The Company, RFC, as master servicer, and LaSalle Bank National
Association, as trustee and supplemental interest trust trustee (the "Trustee"
and the "Supplemental Interest Trust Trustee," respectively), are entering into
a Pooling and Servicing Agreement, dated as of February 1, 2007 (the "Pooling
and Servicing Agreement"), pursuant to which the Trust proposes to issue
Mortgage Asset-Backed Pass-Through Certificates, Series 2007-RS1 (the
"Certificates") consisting of eighteen classes designated as Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, 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 M-10, 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 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 March, 2007). In
consideration of such assignment, RFC will receive from the Company, in
immediately




available funds, an amount equal to $486,782,126.52 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


                                       -2-



limiting the generality of the foregoing, RFC shall prepare and deliver to the
Company no less than 15 days prior to any filing date, and the Company shall
file, or shall cause to be filed, at the expense of RFC, all filings necessary
to maintain the effectiveness of any original filings necessary under the
Uniform Commercial Code as in effect in any jurisdiction to perfect the
Company's security interest in or lien on the Mortgage Loans including without
limitation (x) continuation statements and (y) such other statements as may be
occasioned by (1) any change of name of RFC or the Company, (2) any change of
location of the state of formation, place of business or the chief executive
office of RFC, or (3) any transfer of any interest of RFC in any Mortgage Loan.

      3.    Concurrently with the execution and delivery hereof, the Company
hereby assigns to or at the direction of RFC without recourse all of its right,
title and interest in and to the Retained Certificates as part of the
consideration payable to RFC by the Company pursuant to this Agreement.

      4.    RFC represents and warrants to the Company, with respect to each
Mortgage Loan that on the date of execution hereof (or, if otherwise specified
below, as of the date so specified),

            (a)   The information set forth in the Mortgage Loan Schedule for
      such Mortgage Loans is true and correct in all material respects as of the
      date or dates respecting which such information is furnished;

            (b)   Each Mortgage Loan constitutes a qualified mortgage under
      Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
      1.860G-2(a)(1);

            (c)   Immediately prior to the conveyance of the Mortgage Loans to
      the Trustee, RFC had good title to, and was the sole owner of, each
      Mortgage Loan free and clear of any pledge, lien, encumbrance or security
      interest (other than rights to servicing and related compensation) and
      such conveyance validly transfers ownership of the Mortgage Loans to the
      Trustee free and clear of any pledge, lien, encumbrance or security
      interest;

            (d)   Each Mortgage Note constitutes a legal, valid and binding
      obligation of the Mortgagor enforceable in accordance with its terms
      except as limited by bankruptcy, insolvency or other similar laws
      affecting generally the enforcement of creditors' rights;

            (e)   To the best of RFC's knowledge as of the Cut-off Date, and
      except as noted in (h) below, there is no default, breach, violation or
      event of acceleration existing under the terms of any Mortgage Note or
      Mortgage and no event which, with notice and expiration of any grace or
      cure period, would constitute a default, breach, violation or event of
      acceleration under the terms of any Mortgage Note or Mortgage, and no such
      default, breach, violation or event of acceleration has been waived by RFC
      or by any other entity involved in servicing a Mortgage Loan;


                                       -3-



            (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 3.9% of the Mortgage Loans, which 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, none of the Mortgage Loans are 30 to
      59 days delinquent in payment of principal and interest and none of the
      Mortgage Loans are 60 or more days Delinquent in payment of principal and
      interest;

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

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

            (k)   No Mortgagor has any valid right of offset, defense or
      counterclaim as to the related Mortgage Note or Mortgage, except as may be
      provided under the Servicemembers Civil Relief Act;

            (l)   No Mortgage Loan provides for payments that are subject to
      reduction by withholding taxes levied by any foreign (non-United States)
      sovereign government;

            (m)   (1) The proceeds of each Mortgage Loan have been fully
      disbursed and (2) to the best of RFC's knowledge, there is no requirement
      for future advances thereunder and any and all requirements as to
      completion of any on-site or off site improvements and as to disbursements
      of any escrow funds therefore (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;


                                       -4-



            (q)   Each Mortgage contains customary and enforceable provisions
      which render the rights and remedies of the holder adequate to realize the
      benefits of the security against the Mortgaged Property, including (i) in
      the case of a Mortgage that is a deed of trust, by trustee's sale, or (ii)
      by judicial foreclosure or, if applicable, non judicial foreclosure, and
      to the best of RFC's knowledge, there is no homestead or other exemption
      available to the Mortgagor that would interfere with such right to sell at
      a trustee's sale or right to foreclosure, subject in each case to
      applicable federal and state laws and judicial precedents with respect to
      bankruptcy and right of redemption;

            (r)   To the best of RFC's knowledge, with respect to each Mortgage
      that is a deed of trust, a trustee duly qualified under applicable law to
      serve as such is properly named, designated and serving, and except in
      connection with a trustee's sale after default by a Mortgagor, no fees or
      expenses are payable by the seller or RFC to the trustee under any
      Mortgage that is a deed of trust;

            (s)   If the improvements securing a Mortgage Loan are located in a
      federal designated special flood hazard area, flood insurance in the
      amount required under the Program Guide covers such Mortgaged Property
      (either by coverage under the federal flood insurance program or by
      coverage from private insurers);

            (t)   To the extent an appraisal was made on a Mortgage Loan, the
      appraisal was made by an appraiser who meets the minimum qualifications
      for appraisers as specified in the Program Guide;

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

            (v)   If any of the Mortgage Loans are secured by a leasehold
      interest, with respect to each leasehold interest: the use of leasehold
      estates for residential properties is an accepted practice in the area
      where the related Mortgaged Property is located; residential property in
      such area consisting of leasehold estates is readily marketable; the lease
      is recorded and no party is in any way in breach of any provision of such
      lease; the leasehold is in full force and effect and is not subject to any
      prior lien or encumbrance by which the leasehold could be terminated or
      subject to any charge or penalty; 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)   None of the proceeds for the Mortgage Loans were used to
      finance the purchase of single premium credit insurance policies;


                                       -5-



            (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 5.7 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 clauses (bb), (cc) and (dd) 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.


                                       -6-



      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 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.    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.

      7.    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.

      8.    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.


                                       -7-



      9.    In the event that the first Monthly Payment due on any Mortgage Loan
after the Cut-Off Date has not been received by the Master Servicer or the
related Subservicer by March 31, 2007, and the first two Monthly Payments due on
any Mortgage Loan after the Cut-Off Date have not been received by the Master
Servicer or the related Subservicer by April 30, 2007, RFC shall repurchase such
Mortgage Loan at the related Purchase Price in the manner and subject to the
limitations set forth in Section 2.04 of the Pooling and Servicing Agreement, in
either case within 30 days of written notice from Deutsche Bank Securities Inc.
("Deutsche Bank"). Notwithstanding the foregoing, Residential Funding shall not
have the obligation to repurchase a Mortgage Loan in accordance with this
Section 9 unless RFC has received written notice from Deutsche Bank of such
breach of such covenant for such Mortgage Loan within 90 days from the date that
Deutsche Bank receives notice of the related early payment default (which notice
may include receipt of a monthly remittance advice reflecting such early payment
default). For purposes of this Section 9, any Monthly Payment on a Mortgage Loan
received by a prior servicer before the servicing of such Mortgage Loan has been
transferred to the Master Servicer or the related Subservicer or any Monthly
Payment that was received but misapplied by the Master Servicer or the related
Subservicer shall be deemed to be received by the Master Servicer or the related
Subservicer as of the date of receipt by such prior servicer, the Master
Servicer or the Subservicer, as applicable.

                            [SIGNATURE PAGES FOLLOW]


                                       -8-



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

                                        RESIDENTIAL FUNDING COMPANY, LLC


                                        By: __________________________________
                                        Name:  Marguerite Steffes
                                        Title: Associate


                                        RESIDENTIAL ASSET MORTGAGE
                                        PRODUCTS, INC.


                                        By: __________________________________
                                        Name:  Tim Jacobson
                                        Title: Vice President




                                   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

          APPENDIX E OF THE STANDARD & POOR'S GLOSSARY FOR FILE FORMAT
                            FOR LEVELS(R) VERSION 5.7

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. ss.ss. 23-53-101 et seq.

                                   Effective July 16, 2003
---------------------------------------------------------------------------------------------------------------------
Cleveland Heights, OH              Ordinance No. 72-2003 (PSH), Mun. Code ss.ss.             Covered Loan
                                   757.01 et seq.

                                   Effective June 2, 2003
---------------------------------------------------------------------------------------------------------------------
Colorado                           Consumer Equity Protection, Colo. Stat.                   Covered Loan
                                   Ann. ss.ss. 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. ss.ss. 36a-746 et seq.

                                   Effective October 1, 2001
---------------------------------------------------------------------------------------------------------------------
District of Columbia               Home Loan Protection Act, D.C. Code ss.ss.                Covered Loan
                                   26-1151.01 et seq.

                                   Effective for loans closed on or after January
                                   28, 2003
---------------------------------------------------------------------------------------------------------------------
Florida                            Fair Lending Act, Fla. Stat. Ann. ss.ss. 494.0078         High Cost Home Loan
                                   et seq.

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



                                   Exhibit 1-1



STANDARD & POOR'S HIGH COST 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. ss.ss.        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. ss.ss.        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. ss. 1639, 12 C.F.R. ss.ss.
                                   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, ss.ss. 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. ss.ss.          High Loan to Value Consumer
                                   16a-1-101 et seq.                                     Loan (id. ss. 16a-3-207)
                                                                                         and;
                                   Sections 16a-1-301 and 16a-3-207 became               ----------------------------
                                   effective April 14, 1999; Section 16a-3-308a          High APR Consumer Loan
                                   became effective July 1, 1999                         (id. ss. 16a-3-308a)
---------------------------------------------------------------------------------------------------------------------
Kentucky                           2003 KY H.B. 287 - High Cost Home Loan Act, Ky.       High Cost Home Loan
                                   Rev. Stat. ss.ss. 360.100 et seq.

                                   Effective June 24, 2003
---------------------------------------------------------------------------------------------------------------------
Maine                              Truth in Lending, Me. Rev. Stat. tit. 9-A, ss.ss.     High Rate High Fee Mortgage
                                   8-101 et seq.

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



                                   Exhibit 1-2



STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION



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

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

                                   Effective March 22, 2001 and amended from time
                                   to time
---------------------------------------------------------------------------------------------------------------------
Nevada                             Assembly Bill No. 284, Nev. Rev. Stat. ss.ss.         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. ss.ss. 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. ss.ss.      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. ss.ss. 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. ss.ss. 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
---------------------------------------------------------------------------------------------------------------------



                                   Exhibit 1-3



STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION



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

South Carolina                     South Carolina High Cost and Consumer Home            High Cost Home Loan
                                   Loans Act, S.C. Code Ann. ss.ss. 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. ss.ss.      Act Loan
                                   31-17-1 et seq.

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



                                   Exhibit 1-4