EX-10 4 emx3confirm.htm EX 10.3


BANK OF AMERICA, N.A.


To:               RASC Series 2006-EMX3 Trust,
                  acting through U.S. Bank National Association,
                  not in its individual capacity, but solely in its capacity as Trustee for the
                  benefit of RASC Series 2006-EMX3 Trust

                  EP-MN-WS3D 60 Livingston Avenue
                  St. Paul, MN 55107

Attn:             RASC Series 2006-EMX3 Trust
Telephone:        651 495 3880
 Fax:             651 495 8090

Cc:               Andrea Villanveva
Fax:              952 979 0867

From:             Bank of America, N.A.
                  233 South Wacker Drive - Suite 2800
                  Chicago
                  Illinois 60606
                  U.S.A.
Department:       Swaps Operations
Telephone:        (+1) 312 234 2732
Fax:                       (+1) 866 255 1444

Date:             21st April 2006

Our Reference Number:               4556299
Internal Tracking Numbers: 13557412

Dear Sir/Madam,

The purpose of this letter agreement is to confirm the terms and conditions of the transaction
entered into between RASC Series 2006-EMX3 Trust acting through U.S. Bank National
Association,  not in its individual capacity,  but solely as Trustee for the benefit of RASC Series 2006-EMX3 Trust
and Bank of  America,  N.A.,  a national  banking  association  organized  under the laws of the  United  States of
America (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 Bank of America,  N.A., and "Party B" means RASC Series  2006-EMX3
Trust acting  through U.S. Bank National  Association,  not in its individual  capacity,  but solely as Trustee for
the benefit of RASC Series 2006-EMX3 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 will 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 April 1, 2006 (the "Pooling and Servicing Agreement"), among
Residential Asset Securities Corporation, as Depositor, Residential Funding Corporation, as Master Servicer, and
U.S. Bank National Association, 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 upon 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 from
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 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:                              10th April 2006

   Effective Date:                          21st April 2006

   Termination Date:                        25th February 2011, subject to adjustment in accordance with the
                                            Following Business Day Convention



FIXED AMOUNTS:

   Fixed Rate Payer:                        Party B

   Fixed Rate Payer
   Payment Dates:                           21st April 2006

   Fixed Amount:                            USD 8,500,000.00


FLOATING AMOUNTS:

   Floating Rate Payer:                     Party A

   Cap Rate:                                4.85000 percent

   Early Payment:                           Applicable, 2 Business Days prior to each Floating Rate Payer Period
                                            End Date

   Floating Rate Payer
   Period End Dates:                        The 25th of each Month, commencing on 25th May 2006 and ending on the
                                            Termination Date subject to adjustment in accordance with the
                                            Following Business Day Convention.

   Floating Rate for initial
   Calculation Period:                      4.92938 per cent

   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" provision 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 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,  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 the purposes of this Transaction.


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: Not Applicable.
         In relation to Party B: Not Applicable.

6.       CREDIT SUPPORT PROVIDER.

         In relation to Party A: Not Applicable.
         In relation to Party B: Not Applicable.

7.       ACCOUNT DETAILS.

                Account for payments to Party A:
                             USD
                NAME:        BANK OF AMERICA NA
                CITY:        NEW YORK
                ABA #:       026009593
                ATTN:        BOFAUS3N
                NAME:        BANK OF AMERICA NA
                CITY:        CHARLOTTE
                ACCT:        6550219386
                ATTN:        RATE DERIVATIVE SETTLEMENTS
                ATTN:        BOFAUS6SGDS

                Account for payments to Party B:

                U.S. Bank National Association
                ABA Number: 091000022
                Account Number: 1731 0332 2058
                Reference: RASC Series 2006-EMX3 Trust,
                OBI: Attention: Josh Wilkening
                Ref. Acct. No.: 793668000


8.       OFFICES.

         The Office of Party A for this Transaction is:       Charlotte, North Carolina
                                                              Please send reset notices to fax no. (+1) 866 218
                                                              8487

         The Office of Party B for this Transaction is:       St. Paul, MN

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 future 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 deposit ratings of Party A 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"), to the extent
such obligations are rated by S&P or Moody's.  "Rating Agency Condition" means, with respect to any action taken
or to be taken, a condition that is satisfied when S&P and Moody's 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 forgoing, in the event the
long-term senior unsecured deposit ratings of Party A ceases to be at least BBB- or is withdrawn 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 comply 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 a Multibranch Party,
and may act through its Charlotte, North Carolina, Chicago, Illinois, San Francisco, California, New York, New
York, Boston, Massachusetts or London, England Office or such other Office as may be agreed to by the parties in
connection with a Transaction; and (b) Party B is not a Multibranch Party.

16.      USA PATRIOT ACT NOTICE.

         Party A hereby notifies Party B that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the "Patriot Act"), it is required to obtain, verify and
record information that identifies Party B, which information includes the name and address of Party B and other
information that will allow Party A to identify Party B in accordance with the Patriot Act.

17.      OTHER PROVISIONS.

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

         (b)      Addresses for notices.

                  With respect to Party A:

                  As set forth on page 1 hereof and the fax no. set forth in Section 8 hereof.

                  With respect to Party B:

                  Address: RASC Series 2006-EMX3 Trust,
                                    c/o U.S. Bank National Association
                                    60 Livingston Avenue
                                    EP-MN-WS3D
                                    St. Paul, MN 55107
                                    Facsimile No.: 651-495-8090
                                    Telephone No: 651-495-3880

                  with a copy to:

                  Address: Residential Funding Corporation
                                    8400 Normandale Lake Blvd. Suite 600
                                    Minneapolis, MN 55437
                                    Attention: Andrea Villanveva
                                    Facsimile No.: 952-979-0867
                                    Telephone No: 952-857-6168 (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 the Form Master  Agreement) to be
made by it to the other party under the Form Master 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  Form  Master
Agreement,  (ii) the  satisfaction  of the agreement  contained in Section  4(a)(i) or 4(a)(iii) of the Form Master
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 the Form Master  Agreement,  and (iii) the satisfaction of the agreement of the other party
contained  in  Section  4(d)  of the  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.

         (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 national banking association organized
under the laws of the United States of America and the federal taxpayer identification number is 94-1687665.

         U.S. Bank National Association 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                        FORM/DOCUMENT/CERTIFICATE             DATE BY WHICH TO DELIVERED
========================================== ===================================== =====================================
========================================== ===================================== =====================================
Party B.                                   An executed U.S. Internal Revenue     (i) Before the first Payment Date
                                           Service Form W-9 (or any successor    hereunder, (ii) promptly upon
                                           thereto).                             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               FORM/DOCUMENT/                  DATE BY WHICH TO BE       COVERED BY SECTION
         DOCUMENT                         CERTIFICATE                        DELIVERED            3(D) REPRESENTATION
=========================== ======================================== ========================== ========================
--------------------------- ---------------------------------------- -------------------------- ------------------------
Party A and Party B.        Incumbency certificate or other          Concurrently with the               Yes.
                            documents evidencing the authority of    execution of this
                            the party entering into this agreement   agreement or of any
                            or any other document executed in        other documents executed
                            connection with this agreement.          in connection with this
                                                                     agreement.

--------------------------- ---------------------------------------- -------------------------- ------------------------
--------------------------- ---------------------------------------- -------------------------- ------------------------
Party B.                    Copy of each report or other document    Promptly upon request by            Yes.
                            required to be delivered by or to        Party A, or with respect
                            Party B under the terms of the Pooling   to any particular type
                            and Servicing Agreement, other than      of report or other
                            those required to be delivered           document as to which
                            directly by the Trustee to Party A       Party A has previously
                            thereunder.                              made request to receive
                                                                     all reports or documents
                                                                     of that type, promptly
                                                                     upon delivery or receipt
                                                                     of such report or
                                                                     document by Party B, and
                                                                     delivery shall be
                                                                     satisfied by posting
                                                                     such report on Party B's
                                                                     website
                                                                     http://www.usbank.com/mbs.
--------------------------- ---------------------------------------- -------------------------- ------------------------
--------------------------- ---------------------------------------- -------------------------- ------------------------
Party A and Party B.        Legal opinion from counsel for each      Concurrently with the                No.
                            party concerning due authorization,      execution of this
                            enforceability and related matters,      agreement
                            addressed to the other party and
                            acceptable to the other party.

--------------------------- ---------------------------------------- -------------------------- ------------------------
--------------------------- --------------------------------------- --------------------------- ------------------------
Party A and Party B.        Certified copies of all corporate,      Upon execution and                   Yes.
                            partnership, trust or membership        delivery of this
                            authorizations, as the case may be,     agreement.
                            and any other documents with respect
                            to the execution, delivery and
                            performance of this agreement and any
                            Credit Support Document
--------------------------- --------------------------------------- --------------------------- ------------------------
--------------------------- --------------------------------------- --------------------------- ------------------------
Party A                     Any document required to be delivered   As provided for in                   Yes.
                            pursuant to section 18 of this          section 18
                            Confirmation within the Response
                            Period set forth in section 18
--------------------------- --------------------------------------- --------------------------- ------------------------

         (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.  This subsection  (j) shall survive
termination of this Confirmation

         (k)      Notwithstanding  anything  herein to the contrary,  it is expressly  understood and agreed by the
parties  hereto that (i) this  Confirmation  is executed  and  delivered by U.S.  Bank  National  Association,  not
individually  or  personally  but  solely as  trustee  ("Trustee")  of Party B, in the  exercise  of the powers and
authority  conferred  and vested in it and that  Trustee  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,  (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  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 hereunder or any other related documents.

         (l)      The Form Master Agreement is hereby amended as follows:

The word "third" shall be replaced by the word "second" in the third line of Section 5(a)(i) of the Form Master
Agreement.

         (m)      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.


         (n)      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 RASC Series  2006-EMX3 Trust  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 RASC Series  2006-EMX3 Trust 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.

18.      COMPLIANCE WITH REGULATION AB.

(a)      Party A has been advised that Residential  Funding  Corporation  ("RFC") and Residential  Asset Securities
Corporation  ("RASC")  are  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" of this  Confirmation,  as calculated  from time to time in
accordance with Item 1115 of Regulation AB.

(b)      If required,  Party A shall provide to RFC or RASC the applicable  financial  information  described under
Item 1115 of Regulation AB (the "Reg AB  Information")  within ten (10) Local Business Days of receipt of a written
request for such Reg AB Information by RFC or RASC (the "Response  Period"),  so long as RFC or RASC has reasonably
determined,  in good faith, that such information is required under Regulation AB; provided,  however that if Party
A in good faith determines that it is unable to provide the Reg AB Information  within the Response  Period,  then,
subject to the Rating  Agency  Condition,  (i) Party A shall cause a Reg AB Approved  Entity (as defined  below) to
replace Party A as party to this  Confirmation on terms  substantially  similar to this  Confirmation  prior to the
expiration  of the  Response  Period,  and (ii) such Reg AB Approved  Entity shall  provide the Reg AB  Information
prior to the  expiration  of the  Response  Period.  "Reg AB  Approved  Entity"  means any entity  that (i) has the
ability to provide the Reg AB Information  and (ii) meets or exceeds the "Approved  Rating  Thresholds".  "Approved
Rating  Thresholds"  shall mean an entity that has a long-term and short-term senior unsecured deposit rating of at
least A and A-1 by S&P,  A1 and P-1 by Moody's or A and F1 by Fitch,  to the extent such  obligations  are rated by
S&P,  Moody's and Fitch.  If RFC or RASC  requests (in writing) the Reg AB  Information  from Party A, then Party B
shall cause RFC or RASC to  promptly  (and in any event  within  three (3) Local  Business  Days of the date of the
request for the Reg AB Information)  provide Party A with a written explanation of how the significance  percentage
was calculated.

(c)      Party A (or, if applicable,  the Reg AB Approved  Entity) shall indemnify and hold harmless the RFC, RASC,
their  respective  directors or officers and any person  controlling  the RFC or RASC, from and against any and all
losses,  claims,  damages and  liabilities  caused by (i) any untrue  statement  or alleged  untrue  statement of a
material fact contained in any information  that Party A or such Reg AB Approved  Entity,  as applicable,  provides
to RFC or RASC  pursuant  to this  Section 18 (the  "Party A  Information")  or caused by any  omission  or alleged
omission to state in the Party A Information  a material  fact  required to be stated  therein or necessary to make
the statements  therein,  in light of the  circumstances  under which they were made, not  misleading;  or (ii) any
failure by Party A to deliver any  information  or other  material when and as required  under this Section 18. RFC
and RASC shall be third  party  beneficiaries  of Section  18.  RFC and RASC  shall be  entitled  to the rights and
benefits of Section 18 and may enforce the provisions of Section 18 as if they were a party hereto.

19.      BANKRUPTCY.

Each party hereto acknowledges that:

         (a)      This  Confirmation,  including any Credit Support  Document,  is a "master netting  agreement" as
defined in the U.S.  Bankruptcy Code (the "Code"),  and a "netting  contract" as defined in the netting  provisions
of the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"),  and this Confirmation,  including
any Credit Support  Document,  and the Transaction  hereby is of a type set forth in Section  561(a)(1)-(5)  of the
Code;

         (b)      Party A is a "master  netting  agreement  participant,"  a "financial  institution," a "financial
participant,"  a "forward  contract  merchant" and a "swap  participant"  as defined in the Code,  and a "financial
institution" as defined in the netting provisions of FDICIA;

         (c)      The remedies provided herein,  and in any Credit Support  Document,  are the remedies referred to
in  Section  561(a),  Sections  362(b)(6),  (7),  (17) and (27),  and  Section 362(o)  of the Code,  and in Section
11(e)(8)(A) and (C) of the Federal Deposit Insurance Act;

         (d)      All  transfers  of  cash,  securities  or  other  property  under  or  in  connection  with  this
Confirmation,  any Credit Support Document or the Transaction hereby are "margin payments,"  "settlement  payments"
and "transfers" under Sections 546(e), (f), (g) or (j), and under Section 548(d)(2) of the Code; and

         (e)      Each obligation under this  Confirmation,  any Credit Support Document or the Transaction  hereby
is an  obligation to make a "margin  payment,"  "settlement  payment" and "payment"  within the meaning of Sections
362, 560 and 561 of the Code.



                                   [remainder of page intentionally left blank]




Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning within three (3) Business Days via telecopier an executed copy of this Confirmation to the attention of Global Derivative Operations (fax no. (+1) 866 255 1444). Failure to respond within such period shall not affect the validity or enforceability of this Transaction. Yours sincerely, Bank of America, N.A. By: _________________________________________ Name: Title: Confirmed as of the date above: RASC Series 2006-EMX3 Trust By: U.S. Bank National Association, not in its individual capacity, but solely in its capacity as Trustee for the benefit of RASC Series 2006-EMX3 Trust By: __________________________________________ Name: Title:
EXHIBIT I TO THE CONFIRMATION OUR REF. NO. 4556299 ------------------------------------------------------ ------------------- For the Calculation Periods Notional Amount ------------------------------------------------------ ------------------- From and including*: To but excluding*: in USD: -------------------------- --------------------------- ------------------- -------------------------- --------------------------- ------------------- The Effective Date 25-May-2006 773,600,000.00 -------------------------- --------------------------- ------------------- 25-May-2006 25-Jun-2006 763,060,420.34 -------------------------- --------------------------- ------------------- 25-Jun-2006 25-Jul-2006 754,292,454.50 -------------------------- --------------------------- ------------------- 25-Jul-2006 25-Aug-2006 743,290,247.67 -------------------------- --------------------------- ------------------- 25-Aug-2006 25-Sep-2006 730,065,162.94 -------------------------- --------------------------- ------------------- 25-Sep-2006 25-Oct-2006 714,647,231.64 -------------------------- --------------------------- ------------------- 25-Oct-2006 25-Nov-2006 697,084,355.10 -------------------------- --------------------------- ------------------- 25-Nov-2006 25-Dec-2006 677,443,414.81 -------------------------- --------------------------- ------------------- 25-Dec-2006 25-Jan-2007 655,830,411.23 -------------------------- --------------------------- ------------------- 25-Jan-2007 25-Feb-2007 632,803,644.74 -------------------------- --------------------------- ------------------- 25-Feb-2007 25-Mar-2007 608,466,995.07 -------------------------- --------------------------- ------------------- 25-Mar-2007 25-Apr-2007 585,032,428.32 -------------------------- --------------------------- ------------------- 25-Apr-2007 25-May-2007 562,466,714.88 -------------------------- --------------------------- ------------------- 25-May-2007 25-Jun-2007 540,737,350.96 -------------------------- --------------------------- ------------------- 25-Jun-2007 25-Jul-2007 519,813,057.45 -------------------------- --------------------------- ------------------- 25-Jul-2007 25-Aug-2007 499,663,733.56 -------------------------- --------------------------- ------------------- 25-Aug-2007 25-Sep-2007 480,260,412.17 -------------------------- --------------------------- ------------------- 25-Sep-2007 25-Oct-2007 461,575,216.88 -------------------------- --------------------------- ------------------- 25-Oct-2007 25-Nov-2007 443,581,320.73 -------------------------- --------------------------- ------------------- 25-Nov-2007 25-Dec-2007 426,248,344.35 -------------------------- --------------------------- ------------------- 25-Dec-2007 25-Jan-2008 409,556,543.66 -------------------------- --------------------------- ------------------- 25-Jan-2008 25-Feb-2008 379,945,195.86 -------------------------- --------------------------- ------------------- 25-Feb-2008 25-Mar-2008 352,521,094.65 -------------------------- --------------------------- ------------------- 25-Mar-2008 25-Apr-2008 327,172,699.27 -------------------------- --------------------------- ------------------- 25-Apr-2008 25-May-2008 303,685,225.57 -------------------------- --------------------------- ------------------- 25-May-2008 25-Jun-2008 281,913,548.89 -------------------------- --------------------------- ------------------- 25-Jun-2008 25-Jul-2008 268,821,038.43 -------------------------- --------------------------- ------------------- 25-Jul-2008 25-Aug-2008 256,299,893.40 -------------------------- --------------------------- ------------------- 25-Aug-2008 25-Sep-2008 244,322,693.25 -------------------------- --------------------------- ------------------- 25-Sep-2008 25-Oct-2008 232,865,150.78 -------------------------- --------------------------- ------------------- 25-Oct-2008 25-Nov-2008 221,904,083.55 -------------------------- --------------------------- ------------------- 25-Nov-2008 25-Dec-2008 211,417,363.04 -------------------------- --------------------------- ------------------- 25-Dec-2008 25-Jan-2009 201,383,866.13 -------------------------- --------------------------- ------------------- 25-Jan-2009 25-Feb-2009 191,783,428.90 -------------------------- --------------------------- ------------------- 25-Feb-2009 25-Mar-2009 182,596,802.45 -------------------------- --------------------------- ------------------- 25-Mar-2009 25-Apr-2009 173,810,790.28 -------------------------- --------------------------- ------------------- 25-Apr-2009 25-May-2009 165,402,200.73 -------------------------- --------------------------- ------------------- 25-May-2009 25-Jun-2009 165,402,200.73 -------------------------- --------------------------- ------------------- 25-Jun-2009 25-Jul-2009 165,402,200.73 -------------------------- --------------------------- ------------------- 25-Jul-2009 25-Aug-2009 159,554,055.08 -------------------------- --------------------------- ------------------- 25-Aug-2009 25-Sep-2009 153,031,840.28 -------------------------- --------------------------- ------------------- 25-Sep-2009 25-Oct-2009 146,787,807.99 -------------------------- --------------------------- ------------------- 25-Oct-2009 25-Nov-2009 140,809,699.91 -------------------------- --------------------------- ------------------- 25-Nov-2009 25-Dec-2009 135,085,810.42 -------------------------- --------------------------- ------------------- 25-Dec-2009 25-Jan-2010 129,604,961.25 -------------------------- --------------------------- ------------------- 25-Jan-2010 25-Feb-2010 124,356,477.40 -------------------------- --------------------------- ------------------- 25-Feb-2010 25-Mar-2010 119,330,164.08 -------------------------- --------------------------- ------------------- 25-Mar-2010 25-Apr-2010 114,516,284.80 -------------------------- --------------------------- ------------------- 25-Apr-2010 25-May-2010 109,905,540.41 -------------------------- --------------------------- ------------------- 25-May-2010 25-Jun-2010 105,489,049.15 -------------------------- --------------------------- ------------------- 25-Jun-2010 25-Jul-2010 101,258,327.58 -------------------------- --------------------------- ------------------- 25-Jul-2010 25-Aug-2010 97,205,272.43 -------------------------- --------------------------- ------------------- 25-Aug-2010 25-Sep-2010 93,322,143.26 -------------------------- --------------------------- ------------------- 25-Sep-2010 25-Oct-2010 89,601,545.93 -------------------------- --------------------------- ------------------- 25-Oct-2010 25-Nov-2010 86,036,416.82 -------------------------- --------------------------- ------------------- 25-Nov-2010 25-Dec-2010 82,620,007.78 -------------------------- --------------------------- ------------------- 25-Dec-2010 25-Jan-2011 79,345,871.83 -------------------------- --------------------------- ------------------- 25-Jan-2011 The Termination Date 76,207,854.60 -------------------------- --------------------------- ------------------- *All dates listed above (with the exception of the Effective Date), are subject to adjustment in accordance with the Following Business Day Convention.