BEAR STEARNS [GRAPHIC OMITTED]
BEAR STEARNS FINANCIAL PRODUCTS INC.
383 MADISON AVENUE
NEW YORK, NEW YORK 10179
212-272-4009
DATE:
September 28, 2006
TO:
U.S. Bank National Association, not in its
individual capacity
but solely as Trustee
for
the benefit of RFMSI Series 2006-S9 Trust, Home
Equity Mortgage
Asset-Backed
Pass-Through
Certificates, Series 2006-S9
ATTENTION:
Structured Finance - RFMSI Series 2006-S9
TELEPHONE:
1-651-495-3880
FACSIMILE:
1-651-495-8090
TO:
The Royal Bank of Scotland plc
ATTENTION:
Liz Stotler
FACSIMILE:
203-618-2580
FROM:
Derivatives Documentation
TELEPHONE:
212-272-2711
FACSIMILE:
212-272-9857
RE:
NOVATION CONFIRMATION
REFERENCE NUMBER(S):
FXNEC8720-BXNE197318
The purpose
of this letter is to confirm the terms and conditions of the
Novation Transaction
entered into between
the parties and
effective from the
Novation Date
specified below. This Novation Confirmation constitutes a
"Confirmation" as referred to in the New Agreement specified
below.
1. The definitions and provisions contained in the 2004 ISDA Novation
Definitions (the
"Definitions")
and the terms and
provisions of the
2000
ISDA
Definitions, as
published by the
International Swaps
and Derivatives
Association, Inc. and
amended from time to time, are incorporated in this
Novation
Confirmation.
In the event of any
inconsistency
between (i) the
Definitions, (ii) the
2000 ISDA Definitions,
and/or (iii) the Novation
Agreement
and this Novation
Confirmation, this
Novation Confirmation
will
govern.
2. The terms of the
Novation Transaction
to which this Novation
Confirmation
relates
are as follows:
Novation Trade Date:
September 28, 2006
Novation Date:
September 28, 2006
Novated Amount:
USD 53,500,000
Transferor 1:
The Royal Bank of Scotland plc
Transferor 2:
Bear Stearns Bank plc
Transferee 1:
U.S. Bank National Association, not
in its individual capacity but
solely as Trustee for the benefit
of RFMSI Series 2006-S9 Trust,
Home Equity Mortgage Asset-Backed
Pass-Through Certificates,
Series 2006-S9
Transferee 2:
Bear Stearns Financial Products Inc.
New Agreement (between
The Master Agreement
as defined
Transferee 1 AND Transferee 2): in the New
Confirmation
1
<PAGE>
Reference Number: FXNEC8720-BXNE197318 - Novation Confirmation
U.S. Bank National Association, not in its individual capacity but
solely as
Trustee for the benefit of RFMSI Series 2006-S9 Trust, Home Equity
Mortgage
Asset-Backed Pass-Through Certificates, Series 2006-S9
September 28, 2006
3. The terms of the Old Transaction to which this Novation Confirmation
relates,
for identification purposes, are as follows:
Reference Number of Old Transaction:
BXNE197318
Trade Date of Old Transaction:
August 30, 2006
Effective Date of Old Transaction:
September 28, 2006
Termination Date of Old Transaction:
March 25, 2016
4. The terms of the
New Transaction to which this Novation Confirmation relates
shall be
as specified in the New Confirmation attached hereto as Exhibit
A.
Full First Calculation Period:
Applicable
5. Offices:
Transferor 1:
London
Transferor 2:
Not Applicable
Transferee 1:
Minnesota
Transferee 2:
Not Applicable
The parties confirm their acceptance to be bound by this
Novation
Confirmation
as of the Novation
Date by executing a copy of this Novation Confirmation and
returning a
facsimile of the fully-executed Novation Confirmation to
212-272-9857.
Transferor 1 and Transferor 2, by their respective execution of
a
copy of this Novation
Confirmation,
each agrees to the
terms of the
Novation
Confirmation as it relates to the Old Transaction. Transferee 1 and Transferee
2, by their respective execution of a copy of this Novation
Confirmation,
each
agrees to the
terms of the
Novation Confirmation as it relates to the New
Transaction. For
inquiries regarding U.S. Transactions, please contact
DERIVATIVES DOCUMENTATION by telephone at 212-272-2711.
For all other
inquiries
please contact DERIVATIVES DOCUMENTATION by telephone at
353-1-402-6223.
BEAR STEARNS FINANCIAL PRODUCTS INC. U.S.
BANK NATIONAL ASSOCIATION, NOT
IN ITS INDIVIDUAL CAPACITY BUT SOLELY
AS TRUSTEE FOR THE BENEFIT OF RFMSI
By:
_____________________________
SERIES 2006-S9 TRUST, HOME EQUITY
Name:
MORTGAGE ASSET-BACKED PASS-THROUGH
Title:
CERTIFICATES, SERIES 2006-S9
Date:
By:
_____________________________
Name:
Title:
Date:
BEAR STEARNS BANK PLC
THE ROYAL BANK OF SCOTLAND PLC
By:
_____________________________
By:
_____________________________
Name:
Name:
Title:
Title:
Date:
Date:
2
<PAGE>
BEAR STEARNS [GRAPHIC
OMITTED]
BEAR STEARNS FINANCIAL PRODUCTS INC.
383 MADISON AVENUE
NEW YORK, NEW YORK 10179
212-272-4009
EXHIBIT A
DATE:
September 28, 2006
TO:
U.S. Bank National Association, not in its
individual capacity
but solely as Trustee
for
the benefit of RFMSI Series 2006-S9 Trust, Home
Equity Mortgage
Asset-Backed
Pass-Through
Certificates, Series 2006-S9
ATTENTION:
Structured Finance - RFMSI Series 2006-S9
TELEPHONE:
1-651-495-3880
FACSIMILE:
1-651-495-8090
CC:
Heather Anderson
FAX:
952-838-4669
FROM:
Derivatives Documentation
TELEPHONE:
212-272-2711
FACSIMILE:
212-272-9857
SUBJECT:
Fixed Income Derivatives Confirmation and
Agreement
REFERENCE NUMBER(S):
FXNEC8720
The purpose of this letter agreement (the "Agreement") is to confirm the
terms
and conditions of the Transaction entered into on the Trade Date
specified below
(the "Transaction")
between Bear Stearns
Financial Products
Inc. ("BSFP") and
U.S. Bank National
Association, not in
its individual
capacity but solely
as
Trustee for the benefit of RFMSI Series 2006-S9 Trust, Home Equity Mortgage
Asset-Backed
Pass-Through
Certificates, Series
2006-S9 (the
"Counterparty").
This letter agreement,
which evidences a complete and binding agreement between
you and us to
enter into the Transaction on the terms set forth below,
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.
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"). 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") but,
rather, an ISDA Form
Master Agreement shall
be deemed to have been executed by
you and us on the date we entered into the Transaction. 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. Terms
used and not
otherwise defined herein, in the ISDA Form
Master Agreement or the Definitions shall have the meanings assigned
to them in
the Series Supplement, dated as of September 1, 2006 (the "Series
Supplement"),
1
<PAGE>
Reference Number: FXNEC8720
U.S. Bank National
Association, not in
its individual
capacity but solely
as
Trustee for the benefit of RFMSI Series 2006-S9 Trust, Home Equity Mortgage
Asset-Backed Pass-Through Certificates, Series 2006-S9
September 28, 2006
to the Standard
Terms of the
pooling and servicing agreement, dated as of
September 1,
2006 (the "Standard Terms", and together with the Series
Supplement, the
"Pooling and Servicing
Agreement"), among
Residential Funding
Mortgage Securities
I, Inc. ("RFMSI"), as Depositor, Residential Funding
Corporation ("RFC"), as Master Servicer, and U.S. Bank National
Association, as
trustee. 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.
2. The terms of the particular Transaction to which this
Confirmation
relates
are as follows:
Notional
Amount:
With respect to any Calculation Period,
the amount set forth for such period in
Schedule I attached hereto.
Trade
Date:
September 28, 2006
Effective
Date:
September 28, 2006
Termination Date:
March 25, 2016
FIXED
AMOUNT (PREMIUM):
Inapplicable.
Premium has
been paid
under the Old Transaction with the Bear
Stearns Bank
plc Reference Number
BXNE197318.
FLOATING
AMOUNTS:
Floating Rate Payer:
BSFP
Cap Rate:
5.60000%
Floating Rate Payer
PeriodEnd Dates:
The 25th calendar day of each month
during the
Term of this Transaction,
commencing October 25,
2006, and ending
on the Termination Date, with No
Adjustment.
Floating Rate Payer
Payment Dates:
Early Payment shall be
applicable. The
Floating Rate Payer
Payment Dates shall
be one Business Day preceding each
Floating Rate Payer Period End Date.
2
<PAGE>
Floating Rate Option:
USD-LIBOR-BBA,
provided, however,
that
if the Floating
Rate determined from
such Floating
Rate
Option for any
Calculation
Period is greater than
8.85000% for such
Calculation
Period,
then the
Floating
Rate
for such
Calculation Period shall be deemed to be
equal to 8.85000%.
Designated Maturity:
One month
Floating Rate Day
Count Fraction:
30/360
Reset Dates:
The first day of each Calculation
Period.
Compounding:
Inap