RAMP Series 2006-SP1 Trust
EX 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>sp1con.txt
<DESCRIPTION>EX 10.1
<TEXT>

DATE:          9 MARCH  2006

TO:            JPMorgan Chase Bank, N.A.
               Not in its individual capacity but solely in its
               Capacity as Trustee  for the benefit of the RAAC Series  2006-SP1
               Trust, Mortgage Asset-Backed  Pass-Through  Certificates,  Series
               2006-SP1 Trust

ATTENTION:     RAAC Series 2006-SP1 Trust
FAX:           713-216-4880

Cc:            Christopher Martinez
FAX:           952-838-4834

FROM:          Merrill Lynch Capital Services, Inc.
CONTACT:       Luis Rodriguez
EMAIL:         lrodrigu@exchange.ml.com
TEL:           212-449-8829
FAX:           917-778-0836

RE:            SWAP TRANSACTION

ML REF: 06DL04470

Dear Sir or Madam:

        The  purpose  of this  letter  agreement  is to  confirm  the  terms and
conditions of the  transaction  entered into between RAAC 2006-SP1  Trust acting
through JPMorgan Chase Bank, N.A., not in its individual  capacity but solely as
Trustee for the benefit of the RAAC  2006-SP1  Trust,  and Merrill Lynch Capital
Services, Inc. ("MLCS") (each a "party" and together "the parties") on the Trade
Date specified below (the  "Transaction").  This letter agreement  constitutes a
"Confirmation"  as  referred  to in  the  ISDA  Master  Agreement  specified  in
paragraph 1 below.  In this  Confirmation,  "Party A" means MLCS,  and "Party B"
means RAAC 2006-SP1  Trust acting  through  JPMorgan Chase Bank N.A., not in its
individual capacity,  but solely as Trustee for the benefit of the RAAC 2006-SP1
Trust.

        The definitions and provisions contained in the 2000 ISDA Definitions as
published by the  International  Swaps and  Derivatives  Association,  Inc. (the
"Definitions")  are  incorporated  into this  Confirmation.  In the event of any
inconsistency  between the Definitions and this Confirmation,  this Confirmation
shall govern.

        Other  capitalized  terms used herein (but not otherwise  defined) shall
have the meaning  specified in that  certain  Pooling and  Servicing  Agreement,
dated as of 01 February  2006 (the  "Pooling and  Servicing  Agreement"),  among
Residential Asset Mortgage Products,  Inc. (as Depositor),  Residential  Funding
Corporation (as Master Servicer) and JP Morgan Chase Bank, N.A. (as Trustee).

1. This Confirmation  evidences a complete binding agreement between the parties
as to the  terms of the  Transaction  to which  this  Confirmation  relates.  In
addition,  the parties  agree that for the  purposes of this  Transaction,  this
Confirmation will supplement,  form a part of, and be subject to an agreement in
the form of the 1992 ISDA Master  Agreement  (Multicurrency-Cross  Border) as if
the parties had  executed an  agreement  in such form (but  without any Schedule
except for the elections noted below) on the Trade Date of the Transaction (such
agreement,  the "Form  Master  Agreement").  In the  event of any  inconsistency
between the provisions of the Form Master Agreement and this Confirmation,  this
Confirmation will prevail for the purpose of this Transaction.

        Each party represents to the other party and will be deemed to represent
to the other  party on the date on which it enters  into this  Transaction  that
(absent  a  written   agreement  between  the  parties  that  expressly  imposes
affirmative obligations to the contrary for that Transaction):

        (a) NON-RELIANCE.  Each party has made its own independent  decisions to
enter into this Transaction and as to whether this Transaction is appropriate or
proper for it based on its own judgment and upon advice from such advisors as it
has deemed necessary.  It is not relying on any communication  (written or oral)
of the other party as  investment  advice or as a  recommendation  to enter into
this Transaction;  it being understood that information and explanations related
to the  terms  and  conditions  of  this  Transaction  shall  not be  considered
investment advice or a recommendation  to enter into this Transaction.  Further,
such party has not received  form the other party any  assurance or guarantee as
to the expected results of this Transaction.  Notwithstanding the foregoing,  in
the  case of Party B, it has  entered  into  this  Transaction  pursuant  to the
direction received by it pursuant to the Pooling and Servicing Agreement.

        (b)  EVALUATION  AND  UNDERSTANDING.  It is  capable of  evaluating  and
understanding (on its own behalf or through  independent  professional  advice),
and  understands  and  accepts,   the  terms,   conditions  and  risks  of  this
Transaction.  It is also capable of assuming,  and assumes,  the  financial  and
other  risks  of this  Transaction  and,  in the  case of  Party  B, it has been
directed by the Pooling and Servicing Agreement to enter into this Transaction.

        (c)  STATUS  OF  PARTIES.  The  other  party is not  acting as an agent,
fiduciary or advisor for it in respect of this Transaction.

2. The terms of the particular Transaction to which the Confirmation relates are
as follows:

Notional Amount:

                    With respect to any Calculation  Period, the lesser, if any,
                    of (A) the USD  Notional  Amount  set  forth  in  Exhibit  I
                    attached hereto; and (B) the outstanding aggregate principal
                    balance of the Class A Certificates and Class M Certificates
                    immediately  prior to the related Floating Rate Payer Period
                    End Date.  The Trustee  shall notify the Floating Rate Payer
                    at least (1) one Business Day prior to the related  Floating
                    Rate  Payer  Payment  Date  of  the  outstanding   aggregate
                    principal  balance of the Class A  Certificates  and Class M
                    Certificates  and  shall  send  such   notification  to  the
                    Floating  Rate  Payer as  instructed  by the  Floating  Rate
                    Payer.

Trade Date:         2 March 2006

Effective Date:     9 March 2006

Termination Date:

                    25 May 2012,  subject to adjustment  in accordance  with the
                    Following Business Day Convention

Fixed Amounts:

Fixed Rate Payer:   Party B

Fixed Rate Payer Payment Date:          9 March 2006

Fixed Amount:        USD 986,000.00



Floating Amounts:

Floating Rate Payer: Party A

Cap Rate:

                    With  respect to the  relevant  Calculation  Period,  as set
                    forth in Exhibit I attached hereto

Floating Rate Payer
Payment Dates:

                    2 Business Days prior to each Floating Rate Payer Period End
                    Date

Floating Rate Payer
Period End Dates:

                    The 25th calendar day of each month,  commencing on 25 March
                    2006 and ending on the Termination Date, inclusive,  with No
                    Adjustment.

Floating Rate for initial
Calculation Period:   4.691250 percent

Floating Rate Option: USD-LIBOR-BBA

Designated Maturity:  1 Month

Spread:               None

Floating Rate Day
Count Fraction:       Actual/360

Reset Dates:          First day of each Calculation Period

Business Days:        New York

3. FORM MASTER AGREEMENT.

(a) "Specified Entity" means, in relation to Party A, for the purpose of Section
5(a)(v),   Section  5(a)(vi),   Section  5(a)(vii)  and  Section  5(b)(iv):  Not
Applicable.  (b)  "Specified  Entity"  means,  in  relation  to Party B, for the
purpose of Section  5(a)(v),  Section  5(a)(vi),  Section  5(a)(vii) and Section
5(b)(iv): Not Applicable.
(c) "Specified Transaction" will have the meaning specified in Section 14 of the
Form Master Agreement.  (d) The "Credit Event Upon Merger" provisions of Section
5(b)(iv) of the Form Master Agreement will not apply to Party A or to Party B.
(e) The  "Automatic  Early  Termination"  provisions of Section 6(a) of the Form
Master  Agreement  will not apply to Party A or to Party B. (f) The Form  Master
Agreement will be governed by, and construed in accordance with, the laws of the
State of New York without  reference to its conflict of laws provisions  (except
for Sections 5-1401 and 5-1402 of the New York General Obligations Law).
(g) The phrase "Termination Currency" means United States Dollars.
(h) For the  purpose  of  Section  6(e) of the  Form  Master  Agreement,  Market
Quotation  and Second  Method  will apply.  (i) The Events of Default  specified
under  Sections  5(a)(ii),  5(a)(iii),  5(a)(iv),  5(a)(v),  5(a)(vi),  and  the
Termination  Events specified under Sections  5(b)(ii) and 5(b)(iii) of the Form
Master  Agreement will not apply to Party A or to Party B. With respect to Party
B only, the provisions of Section 5(a)(vii) clause 2 will not be applicable.
(j) Without affecting the provisions of the Form Master Agreement  requiring the
calculation of certain net payment  amounts,  as a result of an Event of Default
or Additional Termination Event or otherwise,  all payments will be made without
setoff or counterclaim.

4. RECORDING OF CONVERSATIONS.

        Each  party to this  Transaction  acknowledges  and  agrees  to the tape
(and/or other electronic) recording of conversations between the parties to this
Transaction  whether by one or other or both of the parties or their agents, and
that any  such  recordings  may be  submitted  in  evidence  in any  Proceedings
relating to the Form Master Agreement and/or this Transaction.

5.      CREDIT SUPPORT DOCUMENT.

        In relation to Party A:     Guarantee of Merrill Lynch & Co., Inc.
                                        ("ML&Co")

        In relation to Party B:     Not Applicable

6.      CREDIT SUPPORT PROVIDER.

        In relation to Party A:     ML&Co

        In relation to Party B:     Not Applicable

7.      ACCOUNT DETAILS.

        USD payments to Party A:

                           DEUTSCHE BANK TRUST COMPANY AMERICAS, NEW
                               YORK,NY: 021001033)
                            FAO: MERRILL LYNCH CAPITAL SERVICES, INC., NEW
                            YORK,NY
                                Acct: 00-811-874

        USD payments to Party B:
                             JPMorgan Chase Bank, N.A.
                                 ABA#: 021000021
                               DDA ACCT#: 00103409232, Structured Finance
                               REF: RAAC 2006-SP1

8.      OFFICES.

        The Office of Party A for this Transaction is:    New York

        The Office of Party B for this Transaction is:           Houston, Texas


9.      ADDITIONAL PROVISIONS.

        (a) Fully-Paid Transactions. Notwithstanding the terms of Sections 5 and
6 of the Form Master Agreement, if at any time and so long as one of the parties
to the Form Master  Agreement ("X") shall have satisfied in full all its payment
and delivery  obligations under Section 2(a)(i) of the Form Master Agreement and
shall at the time have no  further  payment  or  delivery  obligations,  whether
absolute or contingent, under such Section, then unless the other party ("Y") is
required pursuant to appropriate proceedings to return to X or otherwise returns
to X (upon  demand  of X, or  otherwise)  any  portion  of any such  payment  or
delivery:  (i) the occurrence of an event  described in Section 5(a),  excluding
Section  5(a)(vii),  of the Form Master  Agreement  with  respect to X shall not
constitute an Event of Default or a Potential Event of Default with respect to X
as the  Defaulting  Party;  and (ii) Y shall be entitled to  designate  an Early
Termination Date (a) pursuant to Section 10 below and/or (b) pursuant to Section
6 of  the  Form  Master  Agreement  only  as a  result  of the  occurrence  of a
Termination Event set forth in Section 5(b)(i) of the Form Master Agreement with
respect to Y as the Affected Party.

        (b)  Downgrade of Party A. If a Ratings  Event (as defined  below) shall
occur and be continuing with respect to Party A, then Party A shall (A) within 5
Business Days of such Ratings Event, give notice to Party B of the occurrence of
such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost)
Party A's  rights  and  obligations  hereunder  to  another  party,  subject  to
satisfaction of the Rating Agency  Condition (as defined  below).  Unless such a
transfer by Party A has occurred within 20 Business Days after the occurrence of
a Ratings  Event,  Party A shall  immediately,  at its own cost,  post  Eligible
Collateral (as designated in the approved Credit Support Annex), to secure Party
B's  exposure or  potential  exposure to Party A, and such  Eligible  Collateral
shall be  provided  in  accordance  with a Credit  Support  Annex to be attached
hereto and made a part  hereof.  The  Eligible  Collateral  to be posted and the
Credit Support Annex to be executed and delivered shall be subject to the Rating
Agency  Condition.  Valuation and posting of Eligible  Collateral  shall be made
weekly. Notwithstanding the addition of the Credit Support Annex and the posting
of Eligible  Collateral,  Party A shall  continue to use  reasonable  efforts to
transfer  its rights and  obligations  hereunder to an  acceptable  third party;
provided,  however,  that Party A's obligations to find a transferee and to post
Eligible  Collateral under such Credit Support Annex shall remain in effect only
for so long as a Ratings  Event is  continuing  with respect to Party A. For the
purpose  hereof,  a "Ratings  Event"  shall occur with respect to Party A if the
long-term  and  short-term  senior  unsecured  ratings  of Party A or its Credit
Support  Provider  cease to be at least A and A-1 by  Standard & Poor's  Ratings
Service  ("S&P")  and at least A1 and P-1 by  Moody's  Investors  Service,  Inc.
("Moody's") and at least A and F1 by Fitch, Inc.  ("Fitch"),  to the extent such
obligations  are rated by S&P,  Moody's  and Fitch.  "Rating  Agency  Condition"
means,  with  respect to any action  taken or to be taken,  a condition  that is
satisfied when S&P,  Moody's or Fitch have confirmed in writing that such action
would not result in the downgrade,  qualification  (if applicable) or withdrawal
of the rating then  assigned by such Rating  Agency to the  applicable  class of
Certificates.  Notwithstanding the foregoing,  in the event the long-term senior
unsecured ratings of Party A or its Credit Support Provider cease to be at least
BBB- by S&P, to the extent  such  obligations  are rated by S&P,  Party A shall,
within  10  Business  Days of such  occurrence,  transfer  (at its own cost) its
rights and  obligations  hereunder to another party,  subject to satisfaction of
the Rating Agency Condition.

10. ADDITIONAL TERMINATION EVENT.

        The failure by Party A to post Eligible  Collateral  in accordance  with
Section 9(b) hereof or to transfer its rights and  obligations  hereunder  shall
constitute an Additional  Termination  Event for which Party A shall be the sole
Affected Party.

11. WAIVER OF RIGHT TO TRIAL BY JURY.

        EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY
WITH  RESPECT  TO ANY  LEGAL  PROCEEDING  ARISING  OUT OF OR  RELATING  TO  THIS
TRANSACTION.

12. ELIGIBLE CONTRACT PARTICIPANT.

        Each  party  represents  to the  other  party  that  it is an  "eligible
contract  participant"  as  defined  in  Section  1a(12)  of the U.S.  Commodity
Exchange Act, as amended.



13. NOTICE BY FACSIMILE TRANSMISSION.

        Section 12(a) of the Form Master Agreement is hereby amended by deleting
the parenthetical  "(except that a notice or other communication under Section 5
or 6 may  not  be  given  by  facsimile  transmission  or  electronic  messaging
system)."

14. REPRESENTATIONS.

        Party B represents that: (a) it is directed  pursuant to the Pooling and
Servicing  Agreement to enter into this  Transaction  (including the Form Master
Agreement) and to perform its obligations  hereunder (and  thereunder);  (b) the
Transaction and the performance of its obligations hereunder (and under the Form
Master  Agreement) do not violate any material  obligation of such Party; (c) as
of the date hereof, all conditions precedent to the issuance of the Certificates
have been satisfied or waived;  (d) each of the Pooling and Servicing  Agreement
and  the  other   transaction   documents   related  thereto  (the  "Transaction
Documents")  to  which it is a party  has been  duly  authorized,  executed  and
delivered  by it; (e)  assuming the due  authorization,  execution  and delivery
thereof  by the  other  parties  thereto,  each  of the  Pooling  and  Servicing
Agreement  and the  other  Transaction  Documents  to  which  Party B is a party
constitutes  the legal,  valid and binding  obligations of Party B,  enforceable
against  Party B in  accordance  with the terms  thereof,  subject to applicable
bankruptcy, insolvency and similar laws or legal principles affecting creditors'
rights  generally;  (f) the  Pooling  and  Servicing  Agreement  and  the  other
Transaction  Documents  to which Party B is a party are in full force and effect
on the date hereof and there have been no amendments or waivers or modifications
of any of the terms  thereof  since the original  execution  and delivery of the
Pooling and  Servicing  Agreement and the other  Transaction  Documents to which
Party B is a party,  except  such as may have been  delivered  to Party A and to
Party B; (g) to the best of its  knowledge,  no event of default (or event which
would, with the passage of time or the giving of notice, or both,  constitute an
event of default) has occurred under any of the  Transaction  Documents to which
Party B is a party;  and (h) the  person  executing  this  Confirmation  is duly
authorized to execute and deliver it on behalf of Party B.

15. MULTIBRANCH PARTY.

        For purpose of Section 10(c) of the Form Master  Agreement:  (a) Party A
is not a Multibranch Party; and (b) Party B is not a Multibranch Party.

16. OTHER PROVISIONS.

        (a) Calculation Agent. If applicable, the Calculation Agent is Party A.

        (b) Addresses for notices.

        With respect to Party A:

                  Address:   Merrill Lynch World Headquarters
                             4 World Financial Center, 18th Floor
                             New York, New York 10080
                             Attention:     Swap Group
                             Facsimile No.: 917-778-0836
                             Telephone No.: 212 449-2467

                             (For all purposes)

        Additionally,  a copy of all notices pursuant to Sections 5, 6, and 7 as
        well as any  changes  to  counterparty's  address,  telephone  number or
        facsimile number should be sent to:

                             GMI Counsel
                             Merrill Lynch World Headquarters
                             4 World Financial Center, 12th Floor
                             New York, New York 10080
                             Attention: Swaps Legal
                             Facsimile No.: 212 449 6993

        With respect to Party B:

                  Address:   JPMorgan Chase Bank, N.A.
                             600 Travis, 9th floor
                             Houston TX 77002
                             Facsimile No.: 713 216 4880

                  with a copy to:

                  Address:   Residential Funding Corporation
                             8400 Normandale Lake Blvd.
                             Minneapolis, MN 55437
                             Attention: Christopher Martinez
                             Facsimile No.: 952-838-4834
                             Telephone No.: 952-857-7523

                             (For all purposes)

        (c) For the purpose of Section 13(c) of the Form Master  Agreement:  (i)
Party A appoints as its Process Agent, not applicable; and (ii) Party B appoints
as its Process Agent, not applicable.

        (d) Section  12(a)(ii)  of the Form Master  Agreement  is deleted in its
entirety.

        (e) Party A may assign or transfer its rights and obligations  hereunder
to any  entity  so  long as the  Rating  Agency  Condition  is  satisfied.  This
Transaction  shall not be amended or modified  pursuant  to Section  9(b) of the
Form Master Agreement unless the Rating Agency Condition is satisfied.

        (f) Payer  Representations.  For the purpose of Section 3(e) of the Form
Master Agreement, Party A and Party B make the following representation:

               It is not  required  by any  applicable  law,  as modified by the
        practice of any relevant governmental revenue authority, of any Relevant
        Jurisdiction  to make any deduction or withholding  for or on account of
        any Tax from any  payment  (other  than  interest  under  Section  2(e),
        6(d)(ii) or 6(e) of this  Agreement) to be made by it to the other party
        under this Agreement. In making this representation,  it may rely on (i)
        the accuracy of any representations  made by the other party pursuant to
        Section 3(f) of this Agreement,  (ii) the  satisfaction of the agreement
        contained  in Section  4(a)(i) or 4(a)(iii)  of this  Agreement  and the
        accuracy and  effectiveness of any document  provided by the other party
        pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the
        satisfaction  of the  agreement of the other party  contained in Section
        4(d) of this  Agreement,  provided that it shall not be a breach of this
        representation  where  reliance  is placed on clause  (ii) and the other
        party does not deliver a form or document  under  Section  4(a)(iii)  by
        reason of material prejudice to its legal or commercial position.

        (g) Payee  Representations.  For the purpose of Section 3(f) of the Form
        Master   Agreement,   Party   A  and   Party   B  make   the   following
        representations:

        The  following   representation  applies  to  Party  A:  Party  A  is  a
        corporation organized under the laws of the State of Delaware.

        JPMorgan Chase Bank, N.A. is the Trustee under the Pooling and
                Servicing Agreement.

(h)        For the  purpose  of  Section  4(a)(i)  and (ii) of the  Form  Master
           Agreement,  each Party agrees to deliver the  following  documents as
           applicable:

(a)        Tax forms, documents or certificates to be delivered are:-

     PARTY REQUIRED
       TO DELIVER
        DOCUMENT

<PAGE>

<TABLE>
<CAPTION>

------------------------- -------------------------------- ---------------------

                          FORM/DOCUMENT/ DATE BY WHICH
                           CERTIFICATE TO BE DELIVERED
========================= ================================ =====================
========================= ================================ =====================
Party B.                  An executed U.S. Internal        (i) Before the
                          Revenue Service Form W-9 (or     first Payment Date
                          any successor thereto)           hereunder, (ii)
                                                           promptly         upon
                                                           reasonable  demand by
                                                           Party  A  and   (iii)
                                                           promptly         upon
                                                           learning   that   any
                                                           such form  previously
                                                           provided  to  Party A
                                                           has  become  obsolete
                                                           or incorrect.
------------------------- -------------------------------- ---------------------

(b) Other documents to be delivered are:

     PARTY REQUIRED
       TO DELIVER
        DOCUMENT

<PAGE>


------------------------- -------------------------------- --------------------- -------------------
                                                                                     COVERED BY
                                  FORM/DOCUMENT/              DATE BY WHICH         SECTION 3(D)
                                    CERTIFICATE              TO BE DELIVERED       REPRESENTATION
========================= ================================ ===================== ===================
========================= ================================ ===================== ===================
<S>                     <C>                             <C>                             <C>
Party A and Party B.      Incumbency certificate or        Concurrently with            Yes.
                          other documents evidencing the   the execution of
                          authority of the party           this agreement or
                          entering into this agreement     of any other
                          or any other document executed   documents executed
                          in connection with this          in connection with
                          agreement.                       this agreement.
------------------------- -------------------------------- --------------------- -------------------
------------------------- -------------------------------- --------------------- -------------------
Party B.                  Copy of each report delivered    Upon availability.           Yes.
                          under the Pooling and
                          Servicing Agreement and/or any
                          other Transaction Document.
------------------------- -------------------------------- --------------------- -------------------
------------------------- -------------------------------- --------------------- -------------------
Party A and Party B       Legal opinion from counsel for   Concurrently with            No.
                          each party concerning due        the execution of
                          authorization, enforceability    this agreement, or
                          and related matters, addressed   with respect to
                          to the other party and           Party A, within 2
                          acceptable to the other party.   New York Business
                                                           Days of the execution
                                                           of this agreement.
------------------------- -------------------------------- --------------------- -------------------
------------------------- -------------------------------- --------------------- -------------------
Party A                   Credit Support Document          Concurrently with            No.
                          specified in Section 6 above,    the execution of
                          such Credit Support Document     this agreement.
                          being duly executed if
                          required.
------------------------- -------------------------------- --------------------- -------------------
------------------------- -------------------------------- --------------------- -------------------
Party A                   An opinion of counsel with       Within 2 New York            No.
                          respect to Party A's Credit      Business Days of
                          Support Provider in a form       the execution of
                          acceptable to Party B.           this agreement.
------------------------- -------------------------------- --------------------- -------------------
------------------------- -------------------------------- --------------------- -------------------
Party A and Party B       Certified copies of all          Upon execution and           Yes.
                          corporate, partnership, trust    delivery of this
                          or membership authorizations,    agreement.
                          as the case may be, and any
                          other documents with respect
                          to the execution, delivery and
                          performance of this agreement
                          and any Credit Support
                          Document.
------------------------- -------------------------------- --------------------- -------------------
------------------------- -------------------------------- --------------------- -------------------
Party A and Party B       Indemnification agreement        Concurrently with            No.
                          executed by each Party with      printing of the
                          respect to information           prospectus
                          included in the prospectus       supplement related
                          supplement related to the        to the Class A and
                          Class A and Class M              Class M Certificates
                          Certificates
------------------------- -------------------------------- --------------------- -------------------
</TABLE>

(i) "Affiliate" will have the meaning specified in Section 14 of the Form Master
Agreement;  provided,  however,  that  Party B shall be  deemed  not to have any
Affiliates for purposes of this Transaction.

(j) Party A hereby  agrees that it will not,  prior to the date that is one year
and one day  (or,  if  longer,  the  applicable  preference  period)  after  all
Certificates  (as such term is defined in the Pooling and  Servicing  Agreement)
issued by Party B pursuant to the Pooling and Servicing Agreement have been paid
in full, acquiesce,  petition or otherwise invoke or cause Party B to invoke the
process of any court or governmental  authority for the purpose of commencing or
sustaining  a case  against  Party B under  any  federal  or  state  bankruptcy,
insolvency  or  similar  law  or for  the  purpose  of  appointing  a  receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
for  Party B or any  substantial  part of the  property  of  Party B, or for the
purpose of  ordering  the winding up or  liquidation  of the affairs of Party B.
Nothing herein shall prevent Party A from  participating  in any such proceeding
once commenced.

(k) It is expressly  understood  and agreed by the parties  hereto that (i) this
confirmation  is executed  and  delivered  by JPMorgan  Chase  Bank,  N.A.,  not
individually or personally but solely as trustee  ("Trustee"),  (ii) each of the
representations,  undertakings and agreements herein made on the part of Party B
is  made  and  intended  not  as  personal  representations,   undertakings  and
agreements  by Trustee but is made and  intended for the purpose of binding only
Party B, (iii)  nothing  herein  contained  shall be  construed  as creating any
liability on Trustee, individually or personally, to perform any covenant either
expressed  or  implied  contained  herein,  all such  liability,  if any,  being
expressly waived by the parties hereto and by any Person claiming by, through or
under the parties hereto;  provided that nothing in this paragraph shall relieve
Trustee  from  performing  its  duties and  obligations  under the  Pooling  and
Servicing  Agreement in accordance  with the standard of care set forth therein,
and (iv)  under no  circumstances  shall  Trustee be  personally  liable for the
breach or failure of any obligation,  representation,  warranty or covenant made
or undertaken by Party B hereunder or any other related documents.

(l)  Severability.  If any  term,  provision,  covenant,  or  condition  of this
Agreement,  or the application  thereof to any party or  circumstance,  shall be
held to be invalid or  unenforceable  (in whole or in part) for any reason,  the
remaining terms, provisions,  covenants, and conditions hereof shall continue in
full force and effect as if this Agreement had been executed with the invalid or
unenforceable  portion  eliminated,  so long as this  Agreement  as so  modified
continues to express,  without material change,  the original  intentions of the
parties as to the  subject  matter of this  Agreement  and the  deletion of such
portion of this Agreement will not substantially  impair the respective benefits
or expectations of the parties.

        The  parties  shall  endeavor  to engage in good faith  negotiations  to
replace any invalid or unenforceable term, provision, covenant or condition with
a valid or  enforceable  term,  provision,  covenant or condition,  the economic
effect  of  which  comes  as  close  as  possible  to  that  of the  invalid  or
unenforceable term, provision, covenant or condition.

(m)               Notwithstanding  anything to the  contrary  contained  herein,
                  none  of  Party  B  or  any  of  its  officers,  directors  or
                  shareholders (the "Non-recourse  Parties") shall be personally
                  liable  for the  payment  by or on  behalf  of  RAAC  2006-SP1
                  hereunder,  and  Party  A shall  be  limited  to a  proceeding
                  against the  Collateral or against any other third party other
                  than the Non-recourse  Parties, and Party A shall not have the
                  right  to  proceed  directly  against  RAAC  2006-SP1  for the
                  satisfaction  of any monetary  claim against the  Non-recourse
                  Parties  or  for  any  deficiency   judgment  remaining  after
                  foreclosure  of any property  included in such  Collateral and
                  following the  realization  of the  Collateral,  any claims of
                  Party A shall be extinguished.

17.               REGULATION AB PROVISION.

(1)  Party A agrees and acknowledges that Residential Funding Corporation or its
     affiliates  (the  "Company")  is  required  under  Regulation  AB under the
     Securities Act of 1933 and the Securities  Exchange Act of 1934, as amended
     ("Regulation  AB"), to disclose  certain  financial  information  regarding
     Party A depending on the applicable "significance  percentage",  calculated
     from time to time in accordance with Item 1115 of Regulation AB.

(2)  Party A shall provide to the Company the applicable  financial  information
     described under Item 1115 of Regulation AB within ten (10) business days of
     a request.

(3)  Party A and the  Company  acknowledge  and agree  that the  purpose of this
     Section 17 is to facilitate  compliance by the Company with the  provisions
     of Regulation AB and related rules and  regulations  of the  Securities and
     Exchange Commission (the "Commission").  The Company shall not exercise its
     right to request delivery of information  under these provisions other than
     in good faith, or for purposes other than compliance with Regulation AB and
     the related rules and regulations of the Commission.

(4)  Party A shall  indemnify the Company,  each Affiliate of the Company,  each
     Person who controls  any of such parties  (within the meaning of Section 15
     of the Securities Act of 1933 and Section 20 of the Securities Exchange Act
     of 1934), and the respective directors,  officers,  employees and agents of
     each of the  foregoing,  and  shall  hold  each of them  harmless  from and
     against any losses, damages, penalties, fines, forfeitures,  legal fees and
     expenses  and  related  costs,  judgments,  and any other  costs,  fees and
     expenses that any of them may sustain arising out of or based upon:

a.                any untrue  statement  of a  material  fact  contained  in any
                  information or other  material  provided under this Section 17
                  by or on  behalf  of  Party  A  (collectively,  the  "Party  A
                  Information"), or the omission to state in Party A Information
                  a material  fact  required to be stated in Party A Information
                  or necessary in order to make the statements  therein,  in the
                  light of the  circumstances  under  which they were made,  not
                  misleading; or

b.                any  failure by Party A to deliver  any  information  or other
                  material when and as required under this Section 17;  provided
                  that  Party A shall in no way  indemnify  the  Company  in the
                  event that the Party A  Information  provided is considered by
                  the   Commission   not  to  meet  the   Company's   disclosure
                  requirements as set out in this Section 17.

                                 [Remainder of page intentionally left blank.]



<PAGE>




Please  confirm that the foregoing  correctly sets the terms of our agreement by
executing this Confirmation and returning it to us by facsimile transmission.

Yours sincerely,

MERRILL LYNCH CAPITAL SERVICES, INC.


                    @SIGNATURE@
By:___________________________________
Authorized Signatory


Accepted and confirmed as of the Trade Date written above:

JPMorgan Chase Bank, N.A.
Not in its  individual  capacity  but solely in its  Capacity as Trustee for the
benefit of the RAAC Series 2006-SP1 Trust,  Mortgage  Asset-Backed  Pass-Through
Certificates, Series 2006-SP1 Trust



By:_____________________________________
Authorized Signatory
Name:
Title:




<PAGE>


                           Exhibit I

---------------------- ------------------ ---------------------- --------------
                       TO BUT EXCLUDING
FROM AND INCLUDING *           *           USD NOTIONAL AMOUNT   CAP RATE (%)
---------------------- ------------------ ---------------------- --------------
   Effective Date          25-Mar-06         275,925,000.00             4.877
---------------------- ------------------ ---------------------- --------------
      25-Mar-06            25-Apr-06         275,925,000.00             5.004
---------------------- ------------------ ---------------------- --------------
      25-Apr-06            25-May-06         273,761,338.00             5.239
---------------------- ------------------ ---------------------- --------------
      25-May-06            25-Jun-06         268,871,369.00             5.260
---------------------- ------------------ ---------------------- --------------
      25-Jun-06            25-Jul-06         263,567,848.00             5.298
---------------------- ------------------ ---------------------- --------------
      25-Jul-06            25-Aug-06         256,916,984.00             5.343
---------------------- ------------------ ---------------------- --------------
      25-Aug-06            25-Sep-06         249,502,143.00             5.373
---------------------- ------------------ ---------------------- --------------
      25-Sep-06            25-Oct-06         242,917,761.00             5.392
---------------------- ------------------ ---------------------- --------------
      25-Oct-06            25-Nov-06         236,217,282.00             5.397
---------------------- ------------------ ---------------------- --------------
      25-Nov-06            25-Dec-06         229,635,257.00             5.388
---------------------- ------------------ ---------------------- --------------
      25-Dec-06            25-Jan-07         223,238,804.00             5.367
---------------------- ------------------ ---------------------- --------------
      25-Jan-07            25-Feb-07         217,023,501.00             5.341
---------------------- ------------------ ---------------------- --------------
      25-Feb-07            25-Mar-07         210,984,149.00             5.313
---------------------- ------------------ ---------------------- --------------
      25-Mar-07            25-Apr-07         205,105,554.00             5.285
---------------------- ------------------ ---------------------- --------------
      25-Apr-07            25-May-07         199,373,571.00             5.260
---------------------- ------------------ ---------------------- --------------
      25-May-07            25-Jun-07         193,753,282.00             5.242
---------------------- ------------------ ---------------------- --------------
      25-Jun-07            25-Jul-07         188,052,147.00             5.230
---------------------- ------------------ ---------------------- --------------
      25-Jul-07            25-Aug-07         182,169,529.00             5.221
---------------------- ------------------ ---------------------- --------------
      25-Aug-07            25-Sep-07         170,375,045.00             5.212
---------------------- ------------------ ---------------------- --------------
      25-Sep-07            25-Oct-07         126,390,591.00             5.193
---------------------- ------------------ ---------------------- --------------
      25-Oct-07            25-Nov-07          66,283,802.00             5.174
---------------------- ------------------ ---------------------- --------------
      25-Nov-07            25-Dec-07          49,959,137.00             5.158
---------------------- ------------------ ---------------------- --------------
      25-Dec-07            25-Jan-08          48,613,080.00             5.146
---------------------- ------------------ ---------------------- --------------
      25-Jan-08            25-Feb-08          47,376,058.00             5.138
---------------------- ------------------ ---------------------- --------------
      25-Feb-08            25-Mar-08          46,221,940.00             5.136
---------------------- ------------------ ---------------------- --------------
      25-Mar-08            25-Apr-08          45,116,952.00             5.138
---------------------- ------------------ ---------------------- --------------
      25-Apr-08            25-May-08          43,921,568.00             5.144
---------------------- ------------------ ---------------------- --------------
      25-May-08            25-Jun-08          42,880,504.00             5.155
---------------------- ------------------ ---------------------- --------------
      25-Jun-08            25-Jul-08          40,903,972.00             5.170
---------------------- ------------------ ---------------------- --------------
      25-Jul-08            25-Aug-08          39,112,307.00             5.190
---------------------- ------------------ ---------------------- --------------
      25-Aug-08            25-Sep-08          37,127,482.00             5.215
---------------------- ------------------ ---------------------- --------------
      25-Sep-08            25-Oct-08          34,573,235.00             5.236
---------------------- ------------------ ---------------------- --------------
      25-Oct-08            25-Nov-08          32,195,122.00             5.248
---------------------- ------------------ ---------------------- --------------
      25-Nov-08            25-Dec-08          31,189,958.00             5.252
---------------------- ------------------ ---------------------- --------------
      25-Dec-08            25-Jan-09          30,534,600.00             5.245
---------------------- ------------------ ---------------------- --------------
      25-Jan-09            25-Feb-09          29,893,444.00             5.226
---------------------- ------------------ ---------------------- --------------
      25-Feb-09            25-Mar-09          29,266,163.00             5.196
---------------------- ------------------ ---------------------- --------------
      25-Mar-09            25-Apr-09          28,652,435.00             5.170
---------------------- ------------------ ---------------------- --------------
      25-Apr-09            25-May-09          28,051,950.00             5.156
---------------------- ------------------ ---------------------- --------------
      25-May-09            25-Jun-09          27,464,402.00             5.153
---------------------- ------------------ ---------------------- --------------
      25-Jun-09            25-Jul-09          26,889,497.00             5.164
---------------------- ------------------ ---------------------- --------------
      25-Jul-09            25-Aug-09          26,326,944.00             5.189
---------------------- ------------------ ---------------------- --------------
      25-Aug-09            25-Sep-09          25,776,462.00             5.228
---------------------- ------------------ ---------------------- --------------
      25-Sep-09            25-Oct-09          25,237,777.00             5.262
---------------------- ------------------ ---------------------- --------------
      25-Oct-09            25-Nov-09          24,710,619.00             5.285
---------------------- ------------------ ---------------------- --------------
      25-Nov-09            25-Dec-09          24,194,729.00             5.294
---------------------- ------------------ ---------------------- --------------
      25-Dec-09            25-Jan-10          23,689,851.00             5.289
---------------------- ------------------ ---------------------- --------------
      25-Jan-10            25-Feb-10          23,195,737.00             5.268
---------------------- ------------------ ---------------------- --------------
      25-Feb-10            25-Mar-10          22,712,143.00             5.234
---------------------- ------------------ ---------------------- --------------
      25-Mar-10            25-Apr-10          22,238,835.00             5.204
---------------------- ------------------ ---------------------- --------------
      25-Apr-10            25-May-10          21,775,580.00             5.186
---------------------- ------------------ ---------------------- --------------
      25-May-10            25-Jun-10          21,175,475.00             5.180
---------------------- ------------------ ---------------------- --------------
      25-Jun-10            25-Jul-10          20,737,023.00             5.189
---------------------- ------------------ ---------------------- --------------
      25-Jul-10            25-Aug-10          19,891,073.00             5.212
---------------------- ------------------ ---------------------- --------------
      25-Aug-10            25-Sep-10          19,177,004.00             5.247
---------------------- ------------------ ---------------------- --------------
      25-Sep-10            25-Oct-10          18,585,629.00             5.279
---------------------- ------------------ ---------------------- --------------
      25-Oct-10            25-Nov-10          18,214,798.00             5.298
---------------------- ------------------ ---------------------- --------------
      25-Nov-10            25-Dec-10          17,790,636.00             5.304
---------------------- ------------------ ---------------------- --------------
      25-Dec-10            25-Jan-11          17,421,152.00             5.296
---------------------- ------------------ ---------------------- --------------
      25-Jan-11            25-Feb-11          17,074,330.00             5.273
---------------------- ------------------ ---------------------- --------------
      25-Feb-11            25-Mar-11          16,734,266.00             5.237
---------------------- ------------------ ---------------------- --------------
      25-Mar-11            25-Apr-11          16,400,830.00             5.204
---------------------- ------------------ ---------------------- --------------
      25-Apr-11            25-May-11          16,073,892.00             5.183
---------------------- ------------------ ---------------------- --------------
      25-May-11            25-Jun-11          15,753,328.00             5.173
---------------------- ------------------ ---------------------- --------------
      25-Jun-11            25-Jul-11          15,439,014.00             5.175
---------------------- ------------------ ---------------------- --------------
      25-Jul-11            25-Aug-11          15,130,829.00             5.189
---------------------- ------------------ ---------------------- --------------
      25-Aug-11            25-Sep-11          14,828,654.00             5.215
---------------------- ------------------ ---------------------- --------------
      25-Sep-11            25-Oct-11          14,532,373.00             5.239
---------------------- ------------------ ---------------------- --------------
      25-Oct-11            25-Nov-11          14,241,872.00             5.252
---------------------- ------------------ ---------------------- --------------
      25-Nov-11            25-Dec-11          13,957,039.00             5.257
---------------------- ------------------ ---------------------- --------------
      25-Dec-11            25-Jan-12          13,677,766.00             5.251
---------------------- ------------------ ---------------------- --------------
      25-Jan-12            25-Feb-12          13,403,943.00             5.234
---------------------- ------------------ ---------------------- --------------
      25-Feb-12            25-Mar-12          13,135,466.00             5.208
---------------------- ------------------ ---------------------- --------------
      25-Mar-12            25-Apr-12          12,872,232.00             5.186
---------------------- ------------------ ---------------------- --------------
      25-Apr-12        Termination Date       12,599,386.00             5.175
---------------------- ------------------ ---------------------- --------------


* Such dates subject to No Adjustment

</TEXT>
</DOCUMENT>
