**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

__________________

 

 

**FORM 10-K/A**

**(Amendment No. 1)**

 

(Mark            One)

x**ANNUAL REPORT PURSUANT TO SECTION 13            OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For the            fiscal year ended: December 31, 2006

or

o**TRANSITION REPORT PURSUANT TO SECTION            13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For Transition period**______________________________**

 

Commission File Number of issuing entity: 333-131211-02

**RAAC Series 2006-SP2 Trust**

(Exact name of issuing entity as specified in its charter)

 

**Residential Asset Mortgage Products, Inc.**

(Exact name of depositor as specified in its charter)

 

**Residential Funding Company, LLC**

(Exact name of sponsor as specified in its charter)

 

New York

(State or other jurisdiction of incorporation or organization of the            issuing entity)

 

c/o            Residential Funding Company, LLC, as Master Servicer

One            Meridian Crossings, Suite 100

Minneapolis, Minnesota 55423

(Address of principal executive offices of issuing entity)

 

(952) 857-7000

(Telephone number, including area code)

 

None

(I.R.S. Employer Identification No.)

 

c/o            Residential Funding Company, LLC, as Master Servicer

8400            Normandale Lake Boulevard

Minneapolis, Minnesota 55437

(Former name, former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:            None

Securities Registered pursuant to Section 12(g) of the Act:            None

Indicate by check mark if the registrant is a well-known seasoned            issuer, as defined in Rule 405 of the Securities Act.

YesoNox

 

----

Indicate by check mark if the registrant is not required to file reports            pursuant to Section 13 or Section 15(d) of the Act.

YesxNoo

Indicate by check mark whether the registrant (1) has filed all reports            required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934            during the preceding 12 months (or for such shorter period that the registrant was            required to file such reports), and (2) has been subject to such filing requirements            for the past 90 days.

| x | Yes | o | No |
|---|-----|---|----|

 

Indicate by check mark if disclosure of delinquent filers pursuant to            Item 405 of Regulation S-K is not contained herein, and will not be contained, to the            best of registrant’s knowledge, in definitive proxy or information statements            incorporated by reference in Part II of the Form 10-K or any amendment to this Form            10-K.x

[Item            405 of Regulation S-K is not applicable.]

Indicate by check mark whether the registrant is a large accelerated            filer, an accelerated filer, or a non-accelerated filer. See definition of            “accelerated filer and large accelerated filer” in Rule 12b-2 of the            Exchange Act. (Check one):

| Large accelerated filer | o |   | Accelerated filer | o |   | Non-accelerated filer | x |
|-------------------------|---|--------|-------------------|---|--------|-----------------------|---|

 

Indicate by check mark whether the registrant is a shell company (as            defined in Rule 12b-2 of the Act).

YesoNox

Registrant has no voting or non-voting common equity outstanding held by            non-affiliates.

----

**Explanatory Note**

The            Depositor, on behalf of the RAAC Series 2006-SP2 Trust, is filing this Amendment No. 1            on Form 10-K/A to its Form 10-K for the year ended December 31, 2006 to revise:            (i) the discussions in Part III under*“Item 1122 of            Regulation AB: Compliance with Applicable Servicing Criteria”*and*“Item 1123 of Regulation AB: Servicer            Compliance Statement”*and (ii) the signature block            of Anthony N. Renzi to each of the Form 10-K itself and the certification pursuant to            Section 302 of the Sarbanes-Oxley Act of 2002 and relevant Commission regulations            attached as Exhibit 31.1.

This            Form 10-K/A does not otherwise amend the Form 10-K.

 

----

**PART III**

**Item            1122 of Regulation AB: Compliance with Applicable Servicing Criteria.**

 

Each of            Residential Funding Company, LLC, GMAC Mortgage, LLC, Homecomings Financial, LLC, Bank            of America, N.A., Litton Loan Servicing, LP, Wilshire Credit Corporation, LandAmerica            Tax and Flood Services, Inc., JPMorgan Chase Bank, N.A., The Bank of New York Trust            Company, N.A. and Wells Fargo Bank, National Association (each, a “Servicing            Participant”) has been identified by the registrant as a party participating in            the servicing function with respect to the pool assets held by the Issuing Entity. Each            Servicing Participant has completed a report on an assessment of compliance with the            servicing criteria applicable to such Servicing Participant (each, a “Report on            Assessment”), which Reports on Assessment are attached as exhibits to this Form            10-K. In addition, each Servicing Participant has provided an attestation report (each,            an “Attestation Report”) by a registered independent public accounting firm            regarding its related Report on Assessment. Each Attestation Report is attached as an            exhibit to this Form 10-K.

 

A            Servicing Participant may engage one or more vendors to perform specific and limited,            or scripted activities that address all or a portion of one or more servicing criteria            applicable to such Servicing Participant. In general in these cases, the Servicing            Participant has instituted policies and procedures to monitor whether such            vendors’ activities comply in all material respects with such servicing criteria,            and may elect to take responsibility for assessing compliance with the servicing            criteria applicable to such vendors’ activities in such Servicing            Participant’s Report on Assessment. Where the Servicing Participant has not            instituted such policies and procedures, or where the Servicing Participant does not            otherwise elect to take responsibility for assessing its vendors’ activities, the            vendor is itself treated as a Servicing Participant and is required to provide its own            Report on Assessment and related Attestation Report.

 

Except            as disclosed below, no Report on Assessment or related Attestation Report has            identified (i) any material instance of noncompliance with the servicing criteria            identified in such Report on Assessment as applicable to the related Servicing            Participant or (ii) any material deficiency in such Servicing Participant’s            policies and procedures to monitor vendor compliance.

 

*Exceptions:*

 

*Residential Funding Company, LLC:*The            Report on Assessment prepared by Residential Funding Company, LLC and the related            Attestation Report have identified material noncompliance with one servicing criterion            applicable to it. Specifically, with regard to servicing criterion 1122(d)(3)(i)(B)            (which contemplates that reports to investors provide information calculated in            accordance with the terms specified in the transaction agreements), information            required by the transaction agreements was excluded from, or incorrectly reported in,            certain of the investor reports. The registrant does not believe these reporting errors            had any material impacts or effects on investors and corrective action was completed to            address ongoing compliance.

 

----

*Litton Loan Servicing LP:*The Report on            Assessment prepared by Litton Loan Servicing LP (“LLS”) and the related            Attestation Report have identified material instances of noncompliance with two            servicing criteria applicable to it. Specifically –

|   | **•** | With regard to servicing criterion 1122(d)(2)(vii)(D),                            which contemplates that reconciliations are prepared on a monthly basis                            for all asset-backed securities related bank accounts, LLS’s                            investor bank account reconciliations included certain reconciling                            items that were not resolved within 90 calendar days of their original                            identification on 11 of 63 investor bank account reconciliations                            selected for testing. LLS indicates that the sum of the reconciling                            items for those 11 reconciliations was $216,950. |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | With regard to servicing criterion 1122(d)(4)(ix), which                            contemplates that adjustments to interest rates on pool assets with                            variable rates are computed in accordance with the related pool asset                            documents, LLS’s testing of 65 adjustable rate mortgages revealed                            2 instances where certain adjustable rate mortgages for which the                            interest rate reset in the servicing system did not agree to interest                            rates in the appropriate source index per the borrower’s note                            documents. LLS indicates that these instances were the result of                            incorrect information transferring from a prior servicer. LLS also                            indicates that the same 65 mortgages selected for testing included 1                            instance where the adjustable rate mortgage payment change date in the                            servicing system did not agree to the loan documents. |
|--------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

LLS            indicates that the material instances of noncompliance disclosed in its Report on            Assessment and related Attestation Report have been corrected and that appropriate            measures have been taken to prevent such material instances of noncompliance in the            future or to detect them in such a manner as to permit prompt correction. We have not            independently verified the accuracy of LLS’s assertions or the adequacy of its            remediation efforts.

*Wilshire Credit Corporation:*The Report on            Assessment prepared by Wilshire Credit Corporation (“WCC”) and the related            Attestation Report have identified material noncompliance with one servicing criterion            applicable to it. Specifically, with regard to servicing criterion 1122(d)(4)(iv),            which contemplates that payments on pool assets are administered in accordance with the            transaction agreements, WCC’s testing revealed that, for 1 of the 45 loan payoffs            selected for testing, WCC charged a prepayment charge to a borrower that was not in            accordance with the related mortgage note. WCC indicates that it calculated the            prepayment charge in accordance with the related mortgage note, but transposed the            numbers when entering the charge into WCC’s system, resulting in an overcharge to            the borrower. WCC also indicates that the error has been corrected and the overcharge            was refunded to the borrower. We have not independently verified the accuracy of            WCC’s assertions or the adequacy of its remediation efforts.

*JPMorgan Chase Bank, N.A.:*The Reports on            Assessment prepared by JPMorgan Chase Bank, N.A. (“JPM”) and the related            Attestation Reports have identified material instances of noncompliance with two            servicing criteria applicable to it. Specifically –

|   | **•** | with regard to servicing criterion 1122(d)(3)(i) (which                            contemplates that reports to investors are maintained in accordance                            with the transaction agreements and applicable |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

----

SEC requirements), information required by the transaction agreements            was excluded from, or incorrectly reported in, certain of the investor reports;            and

|   | **•** | with regard to servicing criterion 1122(d)(3)(ii) (which                            contemplates that amounts due to investors are allocated and remitted                            in accordance with the terms set forth in the transaction agreements),                            certain monthly investor distributions contained errors as to amounts                            due to certain investors. |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

JPM            indicates in Appendix B to its Report on Assessment that these errors and omissions            were corrected and that appropriate measures were taken to avoid similar errors and            omissions. We have not independently verified the accuracy of JPM’s assertions or            the adequacy of its remediation efforts.

 

*Platform-Level Reports:*

 

Regulations of the Securities and Exchange Commission (the            “SEC”) require that each Servicing Participant complete a Report on            Assessment at a “platform” level, meaning that the transactions covered by            the Report on Assessment should include all asset-backed securities transactions            involving such Servicing Participant that are backed by the same asset type. More            recent guidance from the SEC staff identifies additional parameters which a Servicing            Participant may apply to define and further limit its platform. For example, a            Servicing Participant may define its platform to include only transactions that were            completed on or after January 1, 2006 and that were registered with the SEC pursuant to            the Securities Act of 1933. Each Servicing Participant is responsible for defining its            own platform, and each platform will naturally differ based on various factors,            including the Servicing Participant’s business model and the transactions in            which it is involved.

 

Based            on our understanding of their platforms and the guidance that is available at this            time, we believe that the parameters by which the Servicing Participants have defined            their platforms should be permissible. However, because the SEC’s regulations are            new and the guidance that is available at this time is subject to clarification or            change, we cannot assure you that the SEC and its staff will necessarily            agree.

 

**Item            1123 of Regulation AB: Servicer Compliance Statement.**

 

Each of            Residential Funding Company, LLC, GMAC Mortgage, LLC, Homecomings Financial, LLC, Bank            of America, N.A. and Wilshire Credit Corporation (each, a “Servicer”) has            been identified by the registrant as a servicer with respect to the pool assets held by            the Issuing Entity. Each Servicer has provided a statement of compliance with its            obligations under the servicing agreement applicable to such Servicer (a            “Compliance Statement”) for the period covered by this Form 10-K, in each            case signed by an authorized officer of the related servicer. Each Compliance Statement            is attached as an exhibit to this Form 10-K.

----

 

**PART IV**

 

| **Item 15.** | **Exhibits, Financial Statement                            Schedules.** |
|--------------|-------------------------------------------------------------------------|

 

| (a)(1) | Not Applicable. |
|--------|-----------------|
|   |            |
| (a)(2) | Not Applicable. |
|   |            |
| (a)(3) | Not Applicable. |
|   |            |
| (b)    | Exhibits.       |

 

 

| **Exhibit**

**Number** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|-------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                     | Certificate of Incorporation of Residential Asset                            Mortgage Products, Inc. (incorporated by reference to the Annual Report                            on Form 10-K for the period ended December 31, 2006, filed by RAMP                            Series 2006-EFC1 Trust with the Securities and Exchange                            Commission).                                                                                                                                                                                                          |
| 3.2                     | Bylaws of Residential Asset Mortgage Products, Inc.                            (incorporated by reference to the Annual Report on Form 10-K for the                            period ended December 31, 2006, filed by RAMP Series 2006-EFC1 Trust                            with the Securities and Exchange Commission).                                                                                                                                                                                                                                                           |
| 10.1                    | Pooling and Servicing Agreement, dated as of April 1,                            2006, among Residential Asset Mortgage Products, Inc., as depositor,                            Residential Funding Company, LLC (formerly Residential Funding                            Corporation), as master servicer, and JPMorgan Chase Bank, N.A., as                            trustee (incorporated by reference to the Report on Form 8-K filed by                            the Issuing Entity with the Securities and Exchange Commission on June                            9, 2006). |
| 31.1                    | Certification of Residential Funding Company, LLC                            pursuant to Rule 13a-14(d)/15d-14(d) under the Securities Exchange Act                            of 1934.                                                                                                                                                                                                                                                                                                                                                                                                |
| 33.1                    | Report on Assessment of Compliance with Servicing                            Criteria of Residential Funding Company, LLC as of December 31, 2006                            and for the period covered by this Form 10-K. *                                                                                                                                                                                                                                                                                                                                                           |
| 33.2                    | Report on Assessment of Compliance with Servicing                            Criteria of GMAC Mortgage, LLC as of December 31, 2006 and for the                            period covered by this Form 10-K. *                                                                                                                                                                                                                                                                                                                                                                         |
| 33.3                    | Report on Assessment of Compliance with Servicing                            Criteria of Homecomings Financial, LLC as of December 31, 2006 and for                            the period covered by this Form 10-K. *                                                                                                                                                                                                                                                                                                                                                                 |
| 33.4                    | Report on Assessment of Compliance with Servicing                            Criteria of Bank of America, N.A. as of December 31, 2006 and for the                            period covered by this Form 10-K. *                                                                                                                                                                                                                                                                                                                                                                      |
| 33.5                    | Report on Assessment of Compliance with Servicing                            Criteria of Litton Loan Servicing, LP as of December 31, 2006 and for                            the period covered by this Form 10-K. *                                                                                                                                                                                                                                                                                                                                                                  |

 

 

----

 

| 33.6.1 | Report on Assessment of Compliance with Servicing                            Criteria of Wilshire Credit Corporation as of December 31, 2006 and for                            the period covered by this Form 10-K. *                                         |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 33.6.2 | Report on Assessment of Compliance with Servicing                            Criteria of LandAmerica Tax and Flood Services, Inc. as of December 31,                            2006 and for the period covered by this Form 10-K.                            * |
| 33.7   | Report on Assessment of Compliance with Servicing                            Criteria of JPMorgan Chase Bank, N.A.*                                                                                                                                             |
| 33.8   | Report on Assessment of Compliance with Servicing                            Criteria of The Bank of New York Trust Company, N.A.                            *                                                                                                  |
| 33.9   | Report on Assessment of Compliance with Servicing                            Criteria of Wells Fargo Bank, National Association as of December 31,                            2006 and for the period covered by this Form 10-K.                            *   |
| 34.1   | Attestation Report of PricewaterhouseCoopers LLP on                            Assessment of Compliance with Servicing Criteria relating to                            Residential Funding Company, LLC. *                                                      |
| 34.2   | Attestation Report of PricewaterhouseCoopers LLP on                            Assessment of Compliance with Servicing Criteria relating to GMAC                            Mortgage, LLC. *                                                                    |
| 34.3   | Attestation Report of PricewaterhouseCoopers LLP on                            Assessment of Compliance with Servicing Criteria relating to                            Homecomings Financial, LLC. *                                                            |
| 34.4   | Attestation Report of PricewaterhouseCoopers LLP on                            Assessment of Compliance with Servicing Criteria relating to Bank of                            America, N.A. *                                                                  |
| 34.5   | Attestation Report of Deloitte & Touche, LLP on                            Assessment of Compliance with Servicing Criteria relating to Litton                            Loan Servicing, LP. *                                                             |
| 34.6.1 | Attestation Report of Deloitte & Touche, LLP on                            Assessment of Compliance with Servicing Criteria relating to Wilshire                            Credit Corporation. *                                                           |
| 34.6.2 | Attestation Report of Grant Thornton LLP on Assessment                            of Compliance with Servicing Criteria relating to LandAmerica Tax and                            Flood Services, Inc. *                                                       |
| 34.7   | Attestation Report of PricewaterhouseCoopers, LLP on                            Assessment of Compliance with Servicing Criteria relating to JPMorgan                            Chase Bank, N.A. *                                                             |
| 34.8   | Attestation Report of Ernst & Young, LLP on                            Assessment of Compliance with Servicing Criteria relating to The Bank                            of New York Trust Company, N.A. *                                                   |
| 34.9   | Attestation Report of KPMG LLP on Assessment of                            Compliance with Servicing Criteria relating to Wells Fargo Bank,                            National Association. *                                                                  |
| 35.1   | Servicer Compliance Statement of Residential Funding                            Company, LLC. *                                                                                                                                                                 |
| 35.2   | Servicer Compliance Statement of GMAC Mortgage, LLC.                            *                                                                                                                                                                               |
| 35.3   | Servicer Compliance Statement of Homecomings Financial,                            LLC. *                                                                                                                                                                       |
| 35.4   | Servicer Compliance Statement of Bank of America, N.A.                            *                                                                                                                                                                             |
| 35.5   | Servicer Compliance Statement of Wilshire Credit                            Corporation. *                                                                                                                                                                      |

             

|   | (c) | Not Applicable. |
|--------|-----|-----------------|

_________________________

*****Previously Filed.

 

----

**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities            Exchange Act of 1934, the registrant has duly caused this report to be signed on its            behalf by the undersigned, thereunto duly authorized.

 

Date:            January 22, 2008

 

|   | **RAAC SERIES 2006-SP2 TRUST**                                                                                                                                                                                                                                       |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                 |
|   | By: Residential Funding Company, LLC, as Master                            Servicer                                                                                                                                                                                  |
|   | By:/s/ ANTHONY N.                            RENZI                                    |
|   |                                                                                                                                                                                                                                                                 | Name: Anthony N. Renzi |
|   |                                                                                                                                                                                                                                                                 | Title: Managing Director |
|   |                                                                                                                                                                                                                                                                 | (senior officer in charge of the servicing                            function) |

 

 

 

 

 

 

----

 

**INDEX TO****EXHIBITS**

             

| **Exhibit**

**Number** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|-------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                     | Certificate of Incorporation of Residential Asset                            Mortgage Products, Inc. (incorporated by reference to the Annual Report                            on Form 10-K for the period ended December 31, 2006, filed by RAMP                            Series 2006-EFC1 Trust with the Securities and Exchange                            Commission).                                                                                                                                                                                                          |
| 3.2                     | Bylaws of Residential Asset Mortgage Products, Inc.                            (incorporated by reference to the Annual Report on Form 10-K for the                            period ended December 31, 2006, filed by RAMP Series 2006-EFC1 Trust                            with the Securities and Exchange Commission).                                                                                                                                                                                                                                                           |
| 10.1                    | Pooling and Servicing Agreement, dated as of April 1,                            2006, among Residential Asset Mortgage Products, Inc., as depositor,                            Residential Funding Company, LLC (formerly Residential Funding                            Corporation), as master servicer, and JPMorgan Chase Bank, N.A., as                            trustee (incorporated by reference to the Report on Form 8-K filed by                            the Issuing Entity with the Securities and Exchange Commission on June                            9, 2006). |
| 31.1                    | Certification of Residential Funding Company, LLC                            pursuant to Rule 13a-14(d)/15d-14(d) under the Securities Exchange Act                            of 1934.                                                                                                                                                                                                                                                                                                                                                                                                |
| 33.1                    | Report on Assessment of Compliance with Servicing                            Criteria of Residential Funding Company, LLC as of December 31, 2006                            and for the period covered by this Form 10-K. *                                                                                                                                                                                                                                                                                                                                                           |
| 33.2                    | Report on Assessment of Compliance with Servicing                            Criteria of GMAC Mortgage, LLC as of December 31, 2006 and for the                            period covered by this Form 10-K. *                                                                                                                                                                                                                                                                                                                                                                         |
| 33.3                    | Report on Assessment of Compliance with Servicing                            Criteria of Homecomings Financial, LLC as of December 31, 2006 and for                            the period covered by this Form 10-K. *                                                                                                                                                                                                                                                                                                                                                                 |
| 33.4                    | Report on Assessment of Compliance with Servicing                            Criteria of Bank of America, N.A. as of December 31, 2006 and for the                            period covered by this Form 10-K. *                                                                                                                                                                                                                                                                                                                                                                      |
| 33.5                    | Report on Assessment of Compliance with Servicing                            Criteria of Litton Loan Servicing, LP as of December 31, 2006 and for                            the period covered by this Form 10-K. *                                                                                                                                                                                                                                                                                                                                                                  |
| 33.6.1                  | Report on Assessment of Compliance with Servicing                            Criteria of Wilshire Credit Corporation as of December 31, 2006 and for                            the period covered by this Form 10-K. *                                                                                                                                                                                                                                                                                                                                                                |
| 33.6.2                  | Report on Assessment of Compliance with Servicing                            Criteria of LandAmerica Tax and Flood Services, Inc. as of December 31,                            2006 and for the period covered by this Form 10-K.                            *                                                                                                                                                                                                                                                                                                                        |
| 33.7                    | Report on Assessment of Compliance with Servicing                            Criteria of JPMorgan Chase Bank, N.A.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 33.8                    | Report on Assessment of Compliance with Servicing                            Criteria of The Bank of New York Trust Company, N.A.                            *                                                                                                                                                                                                                                                                                                                                                                                                                         |

 

 

----

 

| 33.9   | Report on Assessment of Compliance with Servicing                            Criteria of Wells Fargo Bank, National Association as of December 31,                            2006 and for the period covered by this Form 10-K.                            * |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 34.1   | Attestation Report of PricewaterhouseCoopers LLP on                            Assessment of Compliance with Servicing Criteria relating to                            Residential Funding Company, LLC. *                                                    |
| 34.2   | Attestation Report of PricewaterhouseCoopers LLP on                            Assessment of Compliance with Servicing Criteria relating to GMAC                            Mortgage, LLC. *                                                                  |
| 34.3   | Attestation Report of PricewaterhouseCoopers LLP on                            Assessment of Compliance with Servicing Criteria relating to                            Homecomings Financial, LLC. *                                                          |
| 34.4   | Attestation Report of PricewaterhouseCoopers LLP on                            Assessment of Compliance with Servicing Criteria relating to Bank of                            America, N.A. *                                                                |
| 34.5   | Attestation Report of Deloitte & Touche, LLP on                            Assessment of Compliance with Servicing Criteria relating to Litton                            Loan Servicing, LP. *                                                           |
| 34.6.1 | Attestation Report of Deloitte & Touche, LLP on                            Assessment of Compliance with Servicing Criteria relating to Wilshire                            Credit Corporation. *                                                         |
| 34.6.2 | Attestation Report of Grant Thornton LLP on Assessment                            of Compliance with Servicing Criteria relating to LandAmerica Tax and                            Flood Services, Inc. *                                                     |
| 34.7   | Attestation Report of PricewaterhouseCoopers, LLP on                            Assessment of Compliance with Servicing Criteria relating to JPMorgan                            Chase Bank, N.A. *                                                           |
| 34.8   | Attestation Report of Ernst & Young, LLP on                            Assessment of Compliance with Servicing Criteria relating to The Bank                            of New York Trust Company, N.A. *                                                 |
| 34.9   | Attestation Report of KPMG LLP on Assessment of                            Compliance with Servicing Criteria relating to Wells Fargo Bank,                            National Association. *                                                                |
| 35.1   | Servicer Compliance Statement of Residential Funding                            Company, LLC. *                                                                                                                                                               |
| 35.2   | Servicer Compliance Statement of GMAC Mortgage, LLC.                            *                                                                                                                                                                             |
| 35.3   | Servicer Compliance Statement of Homecomings Financial,                            LLC. *                                                                                                                                                                     |
| 35.4   | Servicer Compliance Statement of Bank of America, N.A.                            *                                                                                                                                                                           |
| 35.5   | Servicer Compliance Statement of Wilshire Credit                            Corporation. *                                                                                                                                                                    |

             

_________________________

*****Previously Filed.

 

----

 

Exhibit 31.1

 

Certification pursuant to Rule 13a-14(d)/15d-14(d) 

under the Securities Exchange Act of 1934

I,            Anthony N. Renzi, certify that:

| 1. | I have reviewed this report on Form 10-K and all reports                            on Form 10-D required to be filed in respect of the period covered by                            this report on Form 10-K of RAAC Series 2006-SP2 Trust (the                            “Exchange Act periodic reports”); |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 2. | Based on my knowledge, the Exchange Act periodic                            reports, taken as a whole, do not contain any untrue statement of a                            material fact or omit to state a material fact necessary to make the                            statements made, in light of the circumstances under which such                            statements were made, not misleading with respect to the period covered                            by this report; |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3. | Based on my knowledge, all of the distribution,                            servicing and other information required to be provided under Form 10-D                            for the period covered by this report is included in the Exchange Act                            periodic reports; |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 4. | I am responsible for reviewing the activities performed                            by the servicers and based on my knowledge and the compliance reviews                            conducted in preparing the servicer compliance statements required in                            this report under Item 1123 of Regulation AB, and except as disclosed                            in the Exchange Act periodic reports, the servicers have fulfilled                            their obligations under the servicing agreements in all material                            respects; and |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 5. | All of the reports on assessment of compliance with                            servicing criteria for asset-backed securities and their related                            attestation reports on assessment of compliance with servicing criteria                            for asset-backed securities required to be included in this report in                            accordance with Item 1122 of Regulation AB and Exchange Act Rules                            13a-18 and 15d-18 have been included as an exhibit to this report,                            except as otherwise disclosed in this report. Any material instances of                            noncompliance described in such reports have been disclosed in this                            report on Form 10-K. |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

In giving the certifications above, I have reasonably relied on            information provided to me by the following unaffiliated parties: Bank of America,            N.A., Litton Loan Servicing, LP, Wilshire Credit Corporation, JPMorgan Chase Bank, N.A.            and The Bank of New York Trust Company, N.A.

Date:            January 22, 2008

| By:    | /s/ ANTHONY N.                            RENZI                                   |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Name: Anthony N. Renzi                                                                                                                                                                                                                                      |
|   | Title: Managing Director                                                                                                                                                                                                                                    |
|   | (senior officer in charge of the servicing                            function)                                                                                                                                                                             |

 

 

 

----