ASSIGNMENT AND ASSUMPTION AGREEMENT

EXECUTION COPY

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of March 29, 2005, 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 pursuant to which such seller/servicers sell mortgage loans to

RFC.

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 March 1, 2005 (the "Pooling and Servicing Agreement"), pursuant to

which the Trust will issue Mortgage Asset-Backed Pass-Through Certificates,

Series 2005-RZ1 (the "Certificates") consisting of twenty-five classes

designated as Class A-1, Class A-2, Class A-3, Class M-1, Class M-2, Class M-3,

Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1,

Class B-2, Class B-3, Class SB, Class R-I and Class R-II, representing

beneficial ownership interests in a trust fund consisting primarily of a pool of

fixed and adjustable rate one- to two-family mortgage loans identified on

Exhibit F to the Pooling and Servicing Agreement (the "Mortgage Loans").

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

assign to RFC a de minimis portion of the Class R-I and Class R-II Certificates

(the "Retained Certificates").

E. In connection with the purchase of the Mortgage Loans and the issuance of the

Certificates, RFC wishes to make certain representations and warranties to the

Company 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 the month of the Cut-off Date). In

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

immediately available funds, an amount equal to [REDACTED], including accrued

interest, 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 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

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necessary under the Uniform Commercial Code as in effect in any jurisdiction to

perfect the Company's security interest in or lien on the Mortgage Loans

including without limitation (x) continuation statements, and (y) such other

statements as may be occasioned by (1) any change of name of RFC or the Company,

(2) any change of location of the place of business, state of formation 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 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 Company, RFC had good title to, and was the sole owner of, each

Mortgage Loan free and clear of any pledge, lien, encumbrance or

security interest (other than rights to servicing and related

compensation) and such conveyance validly transfers ownership of the

Mortgage Loans to the Company 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, 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) As of the Cut-off Date, none of the Mortgage Loans are 30

days or more delinquent in payment of principal and interest;

(g) None of the Mortgage Loans are Buydown Mortgage Loans;

(h) To the best of RFC's knowledge, there is no delinquent tax or

assessment lien against any related Mortgaged Property;

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(i) 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 Relief Act;

(j) No Mortgage Loan provides for payments that are subject to

reduction by withholding taxes levied by any foreign (non-United States)

sovereign government;

(k) (1) The proceeds of each Mortgage Loan have been fully

disbursed and (2) to the best of Seller'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;

(l) 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;

(m) 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;

(n) To the best of RFC's knowledge, 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;

(o) 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;

(p) 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;

(q) 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);

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(r) With respect to each Mortgage Loan, any appraisal made in

connection with the origination of the Mortgage Loan was made by an

appraiser who meets the minimum qualifications for appraisers as

spe