ASSIGNMENT AND ASSUMPTION AGREEMENT

                                                                   
                                 
EXECUTION COPY

                                        
ASSIGNMENT AND ASSUMPTION AGREEMENT

         
ASSIGNMENT
  
AND
  
ASSUMPTION
  
AGREEMENT,
  
dated as of
  
September
  
28,
  
2006,
  
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 (in such capacity,
  
the "Master
  
Servicer"),
  
and U.S. Bank

National Association,
  
as trustee (the "Trustee"),
  
are entering into a Pooling and Servicing Agreement dated as of

September 1, 2006
  
(the
  
"Pooling and
  
Servicing
  
Agreement"),
  
pursuant to which the Trust
  
proposes to issue Home

Equity
  
Mortgage
  
Asset-Backed
  
Pass-Through
  
Certificates,
  
Series
  
2006-EMX8 (the
  
"Certificates")
  
consisting of

sixteen
  
classes
  
designated
  
as
  
Class A-I-1,
   
Class A-I-2,
   
Class A-I-3,
  
Class A-I-4,
  
Class A-II,
  
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 and Class R

representing
  
beneficial
  
ownership
  
interests
  
solely in a trust fund consisting
  
primarily of a pool that will be

divided into (i) the adjustable and fixed rate one-to
  
four-family
  
mortgage loans identified on Exhibit F-1 to the

Pooling and Servicing
  
Agreement (the "Group I
  
Loans") and (ii) the
  
adjustable and fixed rate one- to four-family

mortgage
  
loans
  
identified
  
on Exhibit F-2 to the Pooling
  
and
  
Servicing
  
Agreement
  
(the
  
"Group II
  
Loans," and

together with the Group I Loans, the "Mortgage Loans").

         
D.
       
In
  
connection
  
with the
  
purchase of the
  
Mortgage
  
Loans,
  
the
  
Company
  
will assign to RFC the

Class SB and Class R Certificates (the "Retained Certificates").
The Class A-I-1,
  
Class A-I-2,
  
Class A-I-3, Class

A-I-4, Class A-II,
  
Class M-1,
  
Class M-2,
  
Class M-3,
  
Class M-4,
  
Class M-5,
  
Class M-6, Class M-7, Class M-8 and

Class M-9
  
Certificates
  
were offered to investors
  
pursuant to a Prospectus
  
Supplement
  
dated
  
September 26, 2006

(the "Prospectus Supplement").

         
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
  
September 2006).
  
In
  
consideration
  
of such
  
assignment,
  
RFC will receive from the

Company,
  
in immediately
  
available funds, an amount equal to
  
$696,863,475.00
  
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 and provided that all
percentages

of the Mortgage Loans
  
described in this Section 4 are
  
approximate
  
percentages by outstanding
  
principal
  
balance

determined as of the Cut-off Date after deducting payments due
during the month of the Cut-off Date):

(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

Exhibit 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)
    
None of the Mortgage Loans are secured by a leasehold estate.

(xv)
     
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.

(xvi)
    
No
  
more
  
than
  
approximately
  
0.1% of the
  
Group I Loans
  
are 30 to 59
  
days
  
Delinquent
  
in
  
payment
  
of

principal or interest.
  
No more than
  
approximately
  
0.1% of the Group I Loans have been a maximum of 30 to 59 days

Delinquent
  
in payment of
  
principal
  
or interest
  
in the last 12 months.
  
None of the Group I Loans are 60 or more

days
  
Delinquent
  
in payment of principal or interest.
  
None of the Group I Loans have been a maximum of 60 or more

days
  
Delinquent
  
in payment of principal
  
or interest in the last 12 months.
  
None of the Group II Loans are 30 or

more days
  
Delinquent
  
in payment of principal
  
or
  
interest.
  
None of the Group II Loans have been a maximum of 30

or more days
  
Delinquent
  
in payment of
  
principal
  
or
  
interest
  
in the last 12 months.
  
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.

(xvii)
   
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.

(xviii)
  
The weighted
  
average
  
Loan-to-Value
  
Ratios with respect to the Group I Loans, and the Group II Loans,
in

each case by outstanding principal balance at origination, are
85.34% and 84.64%, respectively.

(xix)
    
No more than
  
approximately
  
0.7% of the Group I Loans
  
are
  
located
  
in any one zip code area in New York

and no more than
  
approximately
  
0.4% of the
  
Group I Loans are
  
located
  
in any one zip code area
  
outside
  
of New

York.
  
No more than
  
approximately
  
0.5% of the
  
Group II Loans are
  
located
  
in any one zip code area
  
outside
  
of

Massachusetts
  
and no more
  
than
  
approximately
  
0.5% of the Group II Loans
  
are
  
located
  
in any one zip code area

outside of Massachusetts.

(xx)
     
All of the Mortgage
  
Loans that are
  
adjustable-rate
  
loans will adjust
  
semi-annually
  
based on Six-Month

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.

(xxi)
    
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.

(xxii)
   
Approximately
  
15.9% and 12.1% of the Mortgaged
  
Properties
  
related to the Group I Loans and the Group II

Loans,
  
respectively,
  
are
  
units
  
in
  
detached
  
planned
  
unit
  
developments.
  
Approximately
  
3.1%
  
and 2.9% of the

Mortgaged
  
Properties
  
related to the Group I
  
Loans and the Group II
  
Loans,
  
respectively,
  
are units in attached

planned unit
  
developments.
  
Approximately
  
2.3% and 1.4% of the Mortgaged
  
Properties related to the Group I Loans

and the
  
Group II
  
Loans,
  
respectively,
  
are units in
  
townhouses.
  
Approximately
  
6.5% and 7.4% of the
  
Mortgaged

Properties
  
related to the
  
Group I
  
Loans and the
  
Group II
  
Loans,
  
respectively,
  
are
  
condominium
  
units.
  
Each

Mortgaged Property is suitable for year-round occupancy.

(xxiii)
  
Approximately
  
92.6% and 100% of the
  
Mortgaged
  
Properties
  
related to the Group I Loans and the Group II

Loans,
  
respectively,
  
are secured by the owner's primary
  
residence.
  
Approximately 2.7% and 0.0% of the Mortgaged

Properties
  
related to the Group I Loans and the Group II
  
Loans,
  
respectively,
  
are secured by the owner's second

or vacation
  
residence.
  
Approximately
  
4.7% and 0.0% of the Mortgaged
  
Properties related to the Group I Loans and

the Group II Loans, respectively, are secured by a non-owner
occupied residence.

(xxiv)
   
Approximately
  
59.9% and 66.9% of the Mortgaged
  
Properties
  
related to the Group I Loans and the Group II

Loans,
  
respectively,
  
are secured by
  
detached
  
one-family
  
dwelling
  
units.
  
Approximately
  
12.2% and 9.2% of the

Mortgaged
  
Properties
  
related to the Group I Loans and the Group II
  
Loans,
  
respectively,
  
are secured by two- to

four-family dwelling units.

(xxv)
    
The
  
average
  
outstanding
  
principal
  
balance
  
of the
  
Group I
  
Loans
  
at
  
origination
  
was
  
approximately

$177,121.
  
The average
  
outstanding
  
principal
  
balance of the
  
Group II
  
Loans at
  
origination
  
was
  
approximately

$155,995.
  
No Group I Loan at
  
origination
  
had a principal
  
balance of less than $12,000 or more than
  
$1,000,000.

No Group II Loan at origination had a principal balance of less
than $12,990 or more than $416,000.

(xxvi)
   
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.

(xxvii)
  
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.

(xxviii) 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.

(xxix)
   
Each
  
Mortgage
  
Loan
  
constitutes
  
a "qualified
  
mortgage"
  
under
  
Section
  
860G(a)(3)(A)
  
of the Code and

Treasury
  
Regulation
  
Section 1.860G 2(a)(1),
  
(2), (4), (5), (6), (7) and (9),
  
without reliance on the provisions

of
  
Treasury
  
Regulation
  
Section
  
1.860G
  
2(a)(3)
  
or
  
Treasury
  
Regulation
  
Section
  
1.860G
  
2(f)(2) or any other

provision that would allow a Mortgage Loan to be treated as a
"qualified
  
mortgage"
  
notwithstanding its failure to

meet the requirements of Section
  
860G(a)(3)(A) of the Code and Treasury
  
Regulation
  
Section 1.860G 2(a)(1),
  
(2),

(4), (5), (6), (7) and (9).

(xxx)
    
No more than 44.9% of the Group I
  
Loans have been
  
classified
  
by RFC as Credit Grade A4 Mortgage
  
Loans,

no more than 35.7% of the Group I
  
Loans have been
  
classified
  
by RFC as Credit Grade A5 Mortgage
  
Loans,
  
no more

than 9.3% of the Group I
  
Loans have been
  
classified by RFC as Credit Grade AX Mortgage
  
Loans,
  
no more than 6.6%

of the
  
Group I
  
Loans have been
  
classified
  
by RFC as Credit
  
Grade AM Mortgage
  
Loans,
  
no more than 1.5% of the

Group I
  
Loans have been
  
classified
  
by RFC as Credit Grade B Mortgage
  
Loans and no more than 2.3% of the Group I

Loans have been
  
classified
  
by RFC as Credit Grade C Mortgage
  
Loans,
  
in each case as described
  
generally in the

Prospectus Supplement.

(xxxi)
   
No more than 46.4% of the Group II
  
Loans have been
  
classified by RFC as Credit Grade A4 Mortgage
  
Loans,

no more than 35.7% of the Group II
  
Loans have been
  
classified by RFC as Credit Grade A5 Mortgage
  
Loans,
  
no more

than 6.4% of the Group II Loans have been
  
classified by RFC as Credit Grade AX Mortgage
  
Loans,
  
no more than 6.7%

of the
  
Group II
  
Loans have been
  
classified
  
by RFC as Credit Grade AM Mortgage
  
Loans,
  
no more than 2.5% of the

Group II
  
Loans have been
  
classified by RFC as Credit Grade B Mortgage Loans and no more than
2.7% of the Group II

Loans have been
  
classified
  
by RFC as Credit Grade C Mortgage
  
Loans,
  
in each case as described
  
generally in the

Prospectus Supplement.

(xxxii)
    
No
  
Mortgage
  
Loan is a graduated
  
payment
  
loan or has a shared
  
appreciation
  
or
  
contingent
  
interest

feature.

(xxxiii) With