Interest Rate Cap Confirmation Agreement between HSBC Bank USA, N.A. and U.S. Bank National Association as Trustee for RASC Series 2006-EMX7 Trust

Summary

This agreement confirms the terms of an interest rate cap transaction between HSBC Bank USA, N.A. and U.S. Bank National Association, acting as trustee for the RASC Series 2006-EMX7 Trust. HSBC agrees to pay floating interest amounts if rates exceed a specified cap, while the trustee pays a fixed amount. The agreement is governed by ISDA terms, runs from August 25, 2006, to August 25, 2011, and includes specific payment schedules and conditions. It is designed to manage interest rate risk for the trust's assets.

EX-10.3 4 exh_10-3.htm CONFIRMATION
 
 HSBC Bank USA, National Association 452 Fifth Avenue New York, NY 10018 Fax: (212) 525-0673 August 25, 2006 RASC Series 2006-EMX7 Trust, acting through U.S. Bank National Association not in its individual capacity but solely in its capacity as Trustee for the benefit of the RASC Series 2006-EMX7 Trust EP-MN-WS3D 60 Livingston Avenue St. Paul, MN 55107 Attn: Structured Finance/RASC Series 2006-EMX7 Trust Fax: 651 ###-###-#### Tel: 651 ###-###-#### Cc: Michael Scarseth Fax: 952 ###-###-#### Tel: 952 ###-###-#### Subject: Interest Rate Cap Transaction Reference Number: 405746HN __________________________________________________________________________________________________________ The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below, and subsequently amended as set out below (the "Transaction") between HSBC Bank USA, N.A. ("HSBC") and U.S. Bank National Association, not in its individual capacity, but solely as Trustee for the benefit of RASC Series 2006-EMX7 Trust. This Confirmation constitutes a "Confirmation" as referred to in the ISDA Form Master Agreement (as defined below), as well as a "Schedule" as referred to in the ISDA Form Master Agreement. In this Confirmation "Party A" means HSBC and "Party B" means RASC Series 2006-EMX7 Trust, acting through U.S. Bank National Association not in its individual capacity but solely in its capacity as Trustee for the benefit of the RASC Series 2006-EMX7 Trust. 1. This Agreement is subject to and incorporates the 2000 ISDA Definitions (the "Definitions"), as published by the International Swaps and Derivatives Association, Inc. ("ISDA"). Any reference to a "Swap Transaction" in the Definitions is deemed to be a reference to a "Transaction" for purposes of this Agreement, and any reference to a "Transaction" in this Agreement is deemed to be a reference to a "Swap Transaction" for purposes of the Definitions. You and we have agreed to enter into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) form (the "ISDA Form Master Agreement"); rather, an ISDA Form Master Agreement with such elections and modifications as set forth therein, shall be deemed to have been executed by you and us on the date we entered into the Transaction, and this Agreement shall form part of, supplement and be subject to such ISDA Form Master Agreement. For the avoidance of doubt, the Transaction described herein shall be the sole Transaction governed by such ISDA Form Master Agreement. In the event of any inconsistency between the provisions of this Agreement and the Definitions or the ISDA Form Master Agreement, this Agreement shall prevail for purposes of the Transaction. Each term capitalized and not otherwise defined herein, in the ISDA Form Master Agreement or the Definitions shall have the meaning assigned thereto in the Pooling and Servicing Agreement, dated as of August 1, 2006, among Residential Asset Securities Corporation, as Depositor, Residential Funding Corporation, as Master Servicer, and U.S. Bank National Association, as trustee (the "Pooling and Servicing Agreement"). Each reference to a "Section" or to a "Section" "of this Agreement" will be construed as a reference to a Section of the 1992 ISDA Form Master Agreement. Each of Party A and Party B represents to the other that it has entered into this Transaction in reliance upon such tax, accounting, regulatory, legal, and financial advice as it deems necessary and not upon any view expressed by the other and, 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. 2. The terms of the particular Transaction to which this Confirmation relates are as follows: Notional Amount: With respect to any Calculation Period, the lesser of: (i) The amount as set forth in Exhibit I, which is attached hereto and incorporated by reference into this Confirmation, and (ii) The aggregate outstanding principal balance of the Class A Certificates and Class M Certificates, as described in the Pooling and Servicing Agreement immediately prior to the last day of such Calculation Period. Trade Date: August 22, 2006 Effective Date: August 25, 2006 Termination Date: August 25, 2011, subject to adjustment in accordance with the Following Business Day Convention. Fixed Amounts: Fixed Amount Payer: Party B Fixed Amount: USD 2,200,000.00 Fixed Rate Payer Payment Date: August 25, 2006, subject to adjustment in accordance with the Following Business Day Convention Floating Amounts: Floating Amount Payer: Party A Floating Rate Payer Period End Dates: The 25th calendar day of each month, commencing on September 25, 2006 and ending on the Termination Date, inclusive, subject to adjustment in accordance with the Following Business Day Convention Floating Rate Payer Payment Dates: Early Payment – Two (2) Business Days preceding each Floating Rate Payer Period End Date. Cap Rate: 5.400 % Floating Rate Option: USD-LIBOR-BBA Designated Maturity: One month Spread: None Floating Rate Day Count Fraction: Actual/360 Reset Dates: The first day of each Calculation Period Business Days: New York Business Day Conventions: Following Calculation Agent: As specified in the Agreement Administration Fee: A fee in the amount of USD 15,000.00 will be paid on Party B's behalf to Party A for value on August 25, 2006, subject to adjustment in accordance with the Following Business Day Convention 3. Provisions Deemed Incorporated in a Schedule to the ISDA Form Master Agreement: 1) The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form Master Agreement will apply to any Transaction. 2) Termination Provisions. For purposes of the ISDA Form Master Agreement: (a) "Specified Entity" is not applicable to HSBC or Party B for any purpose. (b) "Specified Transaction" is not applicable to HSBC or Party B for any purpose, and, accordingly, Section 5(a)(v) shall not apply to HSBC or Party B. (c) The "Cross Default" provisions of Section 5(a)(vi) shall not apply to HSBC or Party B. (d) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to HSBC or Party B. (e) With respect to Party B, the "Bankruptcy" provision of Section 5(a)(vii)(2) of the ISDA Form Master Agreement shall not apply. (f) The "Merger Without Assumption" provision of Section 5(a)(viii) will not apply to Party B. (g) The "Automatic Early Termination" provision of Section 6(a) will not apply to HSBC or to Party B. (h) Payments on Early Termination. For the purpose of Section 6(e) of the ISDA Form Master Agreement: (i) Market Quotation will apply. (ii) The Second Method will apply. (i) "Termination Currency" means United States Dollars. (j) Events of Default. The provisions of Sections 5(a)(ii), 5(a)(iii) and 5(a)(iv) shall not apply to Party B. The provisions of Sections 5(a)(ii) and 5(a)(iv) shall not apply to HSBC. (k) Tax Event. The provisions of Section 2(d)(i)(4) and 2(d)(ii) of the printed ISDA Form Master Agreement shall not apply to Party B and nor Party B shall not be required to pay any additional amounts referred to therein. 3) Tax Representations. (a) Payer Representations. For the purpose of Section 3(e) of the ISDA Form Master Agreement, HSBC and Party B will make the following representations: 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 the ISDA Form Master 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 the ISDA Form Master Agreement; (ii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the ISDA Form Master Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the ISDA Form Master Agreement; and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the ISDA Form Master 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. (b) Payee Representations. For the purpose of Section 3(f) of the ISDA Form Master Agreement, each of HSBC and Party B make the following representations. The following representation will apply to HSBC: HSBC is a national banking association organized under the federal laws of the United States and its U.S. taxpayer identification number is 20-1177241. The following representation will apply to Party B: U.S. Bank National Association is the Trustee under the Pooling and Servicing Agreement. U.S. Bank represents that it is directed pursuant to the Pooling and Servicing Agreement to enter into this Agreement (including the ISDA Form Master Agreement) and to perform the obligations hereunder (and thereunder). 4) Limitation on Events of Default. Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master Agreement, if at any time and so long as Party B has satisfied in full all its payment obligations under Section 2(a)(i) of the ISDA Form Master Agreement and has at the time no future payment obligations, whether absolute or contingent, under such Section, then unless HSBC is required pursuant to appropriate proceedings to return to Party B or otherwise returns to Party B upon demand of Party B any portion of any such payment, (a) the occurrence of an event described in Section 5(a) of the ISDA Form Master Agreement with respect to Party B shall not constitute an Event of Default or Potential Event of Default with respect to Party B as Defaulting Party and (b) HSBC shall be entitled to designate an Early Termination Date pursuant to Section 6 of the ISDA Form Master Agreement only as a result of the occurrence of a Termination Event set forth in either Section 5(b)(i) or 5(b)(ii) of the ISDA Form Master Agreement with respect to HSBC as the Affected Party, or Section 5(b)(iii) with respect to HSBC as the Burdened Party. For purposes of the Transaction to which this Agreement relates, Party B's only obligation under Section 2(a)(i) of the ISDA Form Master Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment Date. 5) Documents to be Delivered. For the purpose of Section 4(a) (i) and 4(a) (iii): (1) Tax forms, documents, or certificates to be delivered are: - ---------------------------------------- -------------------------------- ---------------------------------------------- Party required to deliver document Form/Document/ Date by which to Be delivered Certificate - ---------------------------------------- -------------------------------- ---------------------------------------------- HSBC and Any document required or Promptly after the earlier of (i) reasonable Party B reasonably requested to allow demand by either party or (ii) learning that the other party to make such form or document is required payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate - ---------------------------------------- -------------------------------- ---------------------------------------------- (2) Other documents to be delivered are: - ----------------------------- --------------------------------- ------------------------------- ------------------------ Party required to deliver Form/Document/ Date by which to Be delivered Covered by Section document Certificate 3(d) Representation - ----------------------------- --------------------------------- ------------------------------- ------------------------ HSBC and Party B Any documents to evidence the Upon the execution and Yes authority of the delivering delivery of this Agreement party for it to execute and and such Confirmation. deliver this Confirmation. - ----------------------------- --------------------------------- ------------------------------- ------------------------ HSBC and Party B A certificate of an authorized Upon the execution and Yes officer of the party, as to the delivery of this Confirmation. incumbency and authority of the respective officers of the party signing this Confirmation. - ----------------------------- --------------------------------- ------------------------------- ------------------------ HSBC Legal opinion(s) with respect Upon the execution and No to such party and its Credit delivery of this Agreement. Support Provider, if any, for it, reasonably satisfactory in form and substance to the other party relating to the enforceability of the party's obligations under this Agreement. - ----------------------------- --------------------------------- ------------------------------- ------------------------ HSBC A copy of the most recent Promptly after request by the Yes annual report of such party other party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized. - ----------------------------- --------------------------------- ------------------------------- ------------------------ Party B Each other report or other Promptly upon request by Yes document required to be HSBC, or with respect to any delivered by or to Party B particular type of report or under the terms of the Pooling other document as to which and Servicing Agreement, other HSBC has previously made than those required to be request to receive all delivered directly by the reports or documents of that Trustee to HSBC thereunder. type, promptly upon delivery or receipt of such report or document by Party B and such delivery shall be satisfied by posting on Party B's website http://www.usbank.com/mbs - ----------------------------- --------------------------------- ------------------------------- ------------------------ 6) Other Provisions. (a) Address for Notices: For the purposes of Section 12(a) of this Agreement: Address for notices or communications to HSBC: Address: 452 Fifth Avenue, New York, NY 10018 Attention: Christian McGreevy Facsimile: 212 ###-###-#### Telephone: 212 ###-###-#### Please direct all settlement inquiries to: HSBC Bank USA, National Association Derivative Settlements Attention: Jeffrey Lombino Telephone: (212) 525-5393 Fax: (212) 525-6903 Address for notices or communications to Party B: Address: RASC Series 2006-EMX7 Trust c/o U.S. Bank National Association 60 Livingston Avenue EP-MN-WS3D St. Paul, MN 55107 Facsimile No.: 651 ###-###-#### Telephone No: 651 ###-###-#### with a copy to: Address: Residential Funding Corporation 8400 Normandale Lake Blvd. Minneapolis, MN 55437 Attention: Michael Scarseth Facsimile No.: 952 ###-###-#### Telephone No: 952 ###-###-#### (For all purposes) (b) Process Agent. For the purpose of Section 13(c): HSBC appoints as its Process Agent: Not Applicable Party B appoints as it Process Agent: Not Applicable (c) Offices. The provisions of Section 10(a) will not apply to this Agreement; for purposes of this Transaction, it will be deemed that neither HSBC nor Party B have any Offices other than as set forth in the Notices Section and HSBC agrees that, for purposes of Section 6(b) of the ISDA Form Master Agreement, it shall be deemed not to have any Office other than one in the United States. (d) Multibranch Party. For the purpose of Section 10(c) of the ISDA Form Master Agreement: HSBC is not a Multibranch Party. Party B is not a Multibranch Party. (e) Calculation Agent. The Calculation Agent is HSBC; provided however, if an Event of Default has occurred with respect to HSBC, then Party B or a Reference Market-maker designated by Party B shall be Calculation Agent. (f) Credit Support Document. Initially with respect to HSBC, not applicable; however, if required pursuant to Paragraph 3(6)(u) hereof, a guaranty satisfactory to Party B and the Cap Rating Agencies. With respect to Party B, not applicable. (g) Credit Support Provider. HSBC: Not Applicable Party B: Not Applicable (h) Governing Law. The parties to this ISDA Agreement hereby agree that the law of the State of New York shall govern their rights and duties in whole, without regard to the conflict of law provisions thereof other than New York General Obligations Law Sections 5-1401 and 5-1402. (i) Non-Petition. HSBC hereby irrevocably and unconditionally agrees that it will not institute against, or join any other person in instituting against or cause any other person to institute against the RASC Series 2006-EMX7 Trust or Party B in its capacity as trustee, any bankruptcy, reorganization, arrangement, insolvency, or similar proceeding under the laws of the United States, or any other jurisdiction for the non-payment of any amount due hereunder or any other reason until the payment in full of the Certificates (as defined in the Pooling and Servicing Agreement) and the expiration of a period of one year plus ten days (or, if longer, the applicable preference period) following such payment. (j) Non-Recourse Provisions. 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 the Issuer hereunder, and HSBC shall be limited to a proceeding against the Collateral or against any other third party other than the Non-recourse Parties, and HSBC shall not have the right to proceed directly against the Issuer 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 HSBC shall be extinguished. (k) 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 and shall remain applicable to all other parties and circumstances 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. (l) Consent to Recording. Each party hereto consents to the monitoring or recording, at any time and from time to time, by the other party of any and all communications between officers or employees of the parties, waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording. (m) Waiver of Jury Trial. Each party to this Agreement respectively waives any right it may have to a trial by jury in respect of any Proceedings relating to this Agreement, any Credit Support Document or any of the transactions contemplated hereby. (n) Set-Off. Notwithstanding any provision of this Agreement or any other existing or future agreement, each party irrevocably waives any and all rights it may have to set off, net, recoup or otherwise withhold or suspend or condition payment or performance of any obligation between it and the other party hereunder against any obligation between it and the other party under any other agreements. The provisions for Set-off set forth in Section 6(e) of the ISDA Form Master Agreement shall not apply for purposes of this Transaction. (o) Trustee Liability Limitations. Notwithstanding anything herein to the contrary, it is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by U.S. Bank National Association ("U.S. Bank"), not individually or personally but solely as Trustee of Party B, in the exercise of the powers and authority conferred and vested in it and that U.S. Bank shall perform its duties and obligations hereunder in accordance with the standard of care set forth in Article VIII of the Pooling and Servicing Agreement, (b) 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 U.S. Bank but is made and intended for the purpose of binding only Party B, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank, 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 U.S. Bank from performing its duties and obligations under the Pooling and Servicing Agreement in accordance with the standard of care set forth therein, and (d) under no circumstances shall U.S. Bank be personally liable for the payment of any indebtedness or expenses of Party B or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Party B under this Agreement or any other related documents. (p) "Affiliate" will have the meaning specified in Section 14 of the ISDA Form Master Agreement, provided that HSBC and Party B shall not be deemed to not have any Affiliates for purposes of this Agreement, including for purposes of Section 6(b)(ii). (q) Section 3 of the ISDA Form Master Agreement is hereby amended by adding at the end thereof the following subsection (g): "(g) Relationship Between Parties. Each party represents to the other party on each date when it enters into a Transaction that:-- (1) Nonreliance. (i) It is not relying on any statement or representation of the other party regarding the Transaction (whether written or oral), other than the representations expressly made in this Agreement or the Confirmation in respect of that Transaction and (ii) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary, and it has made its own investment, hedging and trading decisions based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party. (2) Evaluation and Understanding. (i) It has the capacity to evaluate (internally or through independent professional advice) the Transaction and has made its own decision to enter into the Transaction and in the case of Party B, it has been directed by the Pooling and Servicing Agreement to enter into this Transaction; and (ii) It understands the terms, conditions and risks of the Transaction and is willing and able to accept those terms and conditions and to assume those risks, financially and otherwise. (3) Purpose. It is entering into the Transaction for the purposes of managing its borrowings or investments, hedging its underlying assets or liabilities or in connection with a line of business. (4) Status of Parties. The other party is not acting as agent, fiduciary or advisor for it in respect of the Transaction, (5) Eligible Contract Participant. It is an "eligible swap participant" as such term is defined in Section 35.1(b)(2) of the regulations (17 C.F.R 35) promulgated under, and it constitutes an "eligible contract participant" as such term is defined in Section 1(a)12 of the Commodity Exchange Act, as amended." (r) The ISDA Form Master Agreement is hereby amended as follows (i) The word "third" shall be replaced by the word "second" in the third line of Section 5(a)(i) of the ISDA Form Master Agreement. (s) Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party (other than a change of Counterparty in connection with a change of Trustee in accordance with the Pooling and Servicing Agreement) unless each of Moody's Investors Service, Inc. ("Moody's") and Standard and Poor's, a Division of the McGraw Hill Companies ("S&P"), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current rating of the RASC Series 2006-EMX7 Trust, Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series 2006-EMX7 (the "Certificates"). (t) [Reserved]. (u) Counterparty Rating Withdrawal or Reduction. In the event that (1) HSBC's short-term unsecured and unsubordinated debt rating is reduced below "A-1" by S&P (or if its short-term rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating is reduced below "AA-" by S&P) or (2) either HSBC's long-term unsecured and unsubordinated debt rating is reduced below "A1" by Moody's or its short-term unsecured and unsubordinated debt rating is reduced below "P1" by Moody's (or, if its short-term rating is not available by Moody's, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "Aa3" by Moody's) (and together with S&P, the "Cap Rating Agencies", and such rating thresholds, "Approved Rating Thresholds"), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade each Cap Rating Agency has reconfirmed its rating for HSBC which was in effect immediately prior to such withdrawal or downgrade), HSBC shall, subject to the Rating Agency Condition, at its own expense: (i) assign each Transaction to another counterparty, which counterparty shall have the Approved Rating Thresholds and shall have been approved by Residential Funding Corporation (which approval shall not be unreasonably withheld) on terms substantially similar to the terms of this Confirmation; (ii) obtain guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor HSBC's obligations under this Confirmation; provided that such other person has been approved by Residential Funding Corporation (which approval shall not be unreasonably be withheld); (iii) post collateral which will be sufficient to the applicable Cap Rating Agency to restore the rating for HSBC which was in effect immediately prior to such withdrawal or downgrade; or (iv) establish any other arrangement satisfactory to HSBC and to the applicable Cap Rating Agency, in each case, sufficient to restore the rating for HSBC which was in effect immediately prior to such withdrawal or downgrade. Notwithstanding the previous paragraph, in the event that Party A's short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A-3" by S&P or, if there is no short-term rating, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "BBB-" by S&P, then within 10 days of such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade S&P has reconfirmed the rating of the Certificates which was in effect immediately prior to such withdrawal or downgrade), Party A shall, subject to the Rating Agency Condition, at its own expense, assign this Transaction to another counterparty with the Approved Rating Thresholds and approved by Party B on terms substantially similar to this Confirmation For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Cap Rating Agencies then providing a rating of the Certificates and receive from the Cap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates. 4. Account Details: Payments to Party A: HSBC Bank USA, National Association ABA # 021-001-088 For credit to Department 299 A/C: 000-04929-8 HSBC Derivative Products Group Payments to Party B: U.S. Bank National Association ABA Number: 091000022 Account Number: 1731 0332 2058 Reference: RASC 2006-EMX7 OBI: Attention: John Thomas Ref. Acct. No.: 104386000 5. Office: Party A is acting through its New York Office for the purposes of this Transaction. 6. Please confirm that the forgoing correctly sets forth the terms of our agreement by having an authorized officer sign this Confirmation and return it via facsimile to: HSBC Bank USA, National Association Attention: Christian McGreevy Telephone: (212) 525-8710 Fax: (212) 525-5517 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

 
 HSBC Bank USA, National Association 452 Fifth Avenue New York, NY 10018 Fax: (212) 525-0673 This message will be the only form of Confirmation dispatched by us. Please execute and return it to us by facsimile immediately. If you wish to exchange hard copy forms of this Confirmation, please contact us. Yours sincerely, HSBC BANK USA, NATIONAL ASSOCIATION By: ____________________________ Authorized Signature By: ____________________________ Authorized Signature Confirmed as of the date first written above: RASC SERIES 2006-EMX7 TRUST By: U.S. Bank National Association not in its individual capacity but solely in its capacity as Trustee for the benefit of the RASC Series 2006-EMX7 Trust By: ___________________________ Name: Title: Attachment 

 
 HSBC Bank USA, National Association 452 Fifth Avenue New York, NY 10018 Fax: (212) 525-0673 Exhibit I - ----------------------------------------------------------- ------------------------ For the Calculation Periods Notional Amount - ------------------------------ ---------------------------- ------------------------ From and including:* To but excluding:* in USD: - ------------------------------ ---------------------------- ------------------------ The Effective Date September 25, 2006 495,300,000.00 - ------------------------------ ---------------------------- ------------------------ September 25, 2006 October 25, 2006 491,135,941.96 - ------------------------------ ---------------------------- ------------------------ October 25, 2006 November 25, 2006 485,523,677.89 - ------------------------------ ---------------------------- ------------------------ November 25, 2006 December 25, 2006 478,458,760.00 - ------------------------------ ---------------------------- ------------------------ December 25, 2006 January 25, 2007 469,947,911.07 - ------------------------------ ---------------------------- ------------------------ January 25, 2007 February 25, 2007 460,009,532.98 - ------------------------------ ---------------------------- ------------------------ February 25, 2007 March 25, 2007 448,674,101.90 - ------------------------------ ---------------------------- ------------------------ March 25, 2007 April 25, 2007 435,984,698.31 - ------------------------------ ---------------------------- ------------------------ April 25, 2007 May 25, 2007 422,026,163.07 - ------------------------------ ---------------------------- ------------------------ May 25, 2007 June 25, 2007 407,078,970.20 - ------------------------------ ---------------------------- ------------------------ June 25, 2007 July 25, 2007 391,481,954.16 - ------------------------------ ---------------------------- ------------------------ July 25, 2007 August 25, 2007 376,349,873.14 - ------------------------------ ---------------------------- ------------------------ August 25, 2007 September 25, 2007 361,735,398.02 - ------------------------------ ---------------------------- ------------------------ September 25, 2007 October 25, 2007 347,659,866.78 - ------------------------------ ---------------------------- ------------------------ October 25, 2007 November 25, 2007 334,103,205.42 - ------------------------------ ---------------------------- ------------------------ November 25, 2007 December 25, 2007 321,046,093.62 - ------------------------------ ---------------------------- ------------------------ December 25, 2007 January 25, 2008 308,469,936.27 - ------------------------------ ---------------------------- ------------------------ January 25, 2008 February 25, 2008 296,356,836.07 - ------------------------------ ---------------------------- ------------------------ February 25, 2008 March 25, 2008 284,689,567.18 - ------------------------------ ---------------------------- ------------------------ March 25, 2008 April 25, 2008 273,451,549.88 - ------------------------------ ---------------------------- ------------------------ April 25, 2008 May 25, 2008 261,352,952.67 - ------------------------------ ---------------------------- ------------------------ May 25, 2008 June 25, 2008 242,976,253.31 - ------------------------------ ---------------------------- ------------------------ June 25, 2008 July 25, 2008 225,488,237.85 - ------------------------------ ---------------------------- ------------------------ July 25, 2008 August 25, 2008 209,047,687.16 - ------------------------------ ---------------------------- ------------------------ August 25, 2008 September 25, 2008 193,807,958.13 - ------------------------------ ---------------------------- ------------------------ September 25, 2008 October 25, 2008 180,346,188.46 - ------------------------------ ---------------------------- ------------------------ October 25, 2008 November 25, 2008 171,404,851.97 - ------------------------------ ---------------------------- ------------------------ November 25, 2008 December 25, 2008 163,110,647.36 - ------------------------------ ---------------------------- ------------------------ December 25, 2008 January 25, 2009 155,318,835.44 - ------------------------------ ---------------------------- ------------------------ January 25, 2009 February 25, 2009 147,863,373.27 - ------------------------------ ---------------------------- ------------------------ February 25, 2009 March 25, 2009 140,729,355.26 - ------------------------------ ---------------------------- ------------------------ March 25, 2009 April 25, 2009 133,902,462.75 - ------------------------------ ---------------------------- ------------------------ April 25, 2009 May 25, 2009 127,369,071.33 - ------------------------------ ---------------------------- ------------------------ May 25, 2009 June 25, 2009 121,116,173.49 - ------------------------------ ---------------------------- ------------------------ June 25, 2009 July 25, 2009 115,131,350.34 - ------------------------------ ---------------------------- ------------------------ July 25, 2009 August 25, 2009 109,403,407.64 - ------------------------------ ---------------------------- ------------------------ August 25, 2009 September 25, 2009 103,921,099.57 - ------------------------------ ---------------------------- ------------------------ September 25, 2009 October 25, 2009 103,921,099.57 - ------------------------------ ---------------------------- ------------------------ October 25, 2009 November 25, 2009 103,921,099.57 - ------------------------------ ---------------------------- ------------------------ November 25, 2009 December 25, 2009 102,751,108.35 - ------------------------------ ---------------------------- ------------------------ December 25, 2009 January 25, 2010 98,582,210.13 - ------------------------------ ---------------------------- ------------------------ January 25, 2010 February 25, 2010 94,590,157.90 - ------------------------------ ---------------------------- ------------------------ February 25, 2010 March 25, 2010 90,767,189.19 - ------------------------------ ---------------------------- ------------------------ March 25, 2010 April 25, 2010 87,105,890.52 - ------------------------------ ---------------------------- ------------------------ April 25, 2010 May 25, 2010 83,599,181.46 - ------------------------------ ---------------------------- ------------------------ May 25, 2010 June 25, 2010 80,240,299.43 - ------------------------------ ---------------------------- ------------------------ June 25, 2010 July 25, 2010 77,022,785.19 - ------------------------------ ---------------------------- ------------------------ July 25, 2010 August 25, 2010 73,940,469.00 - ------------------------------ ---------------------------- ------------------------ August 25, 2010 September 25, 2010 70,987,457.44 - ------------------------------ ---------------------------- ------------------------ September 25, 2010 October 25, 2010 68,158,120.80 - ------------------------------ ---------------------------- ------------------------ October 25, 2010 November 25, 2010 65,447,081.09 - ------------------------------ ---------------------------- ------------------------ November 25, 2010 December 25, 2010 62,849,200.58 - ------------------------------ ---------------------------- ------------------------ December 25, 2010 January 25, 2011 60,359,570.84 - ------------------------------ ---------------------------- ------------------------ January 25, 2011 February 25, 2011 57,973,502.38 - ------------------------------ ---------------------------- ------------------------ February 25, 2011 March 25, 2011 55,686,514.64 - ------------------------------ ---------------------------- ------------------------ March 25, 2011 April 25, 2011 53,494,326.52 - ------------------------------ ---------------------------- ------------------------ April 25, 2011 May 25, 2011 51,392,847.35 - ------------------------------ ---------------------------- ------------------------ May 25, 2011 June 25, 2011 49,378,168.23 - ------------------------------ ---------------------------- ------------------------ June 25, 2011 July 25, 2011 47,445,437.53 - ------------------------------ ---------------------------- ------------------------ July 25, 2011 The Termination Date 45,591,700.53 - ------------------------------ ---------------------------- ------------------------ * All dates listed above (with the exception of the Effective Date), are subject to adjustment in accordance with the Following Business Day Convention