Dated: July 28, 2006
RATE CAP TRANSACTION
RE: BNY REFERENCE NO. 38154
Ladies and Gentlemen:
The purpose of this letter agreement ("AGREEMENT") is to confirm the terms and conditions of the rate cap
Transaction entered into on the Trade Date specified below (the "Transaction") between The Bank of New York ("BNY"),
a trust company duly organized and existing under the laws of the State of New York and Deutsche Bank Trust Company
Americas, not individually, but solely as Trustee on behalf of RALI Series 2006-QS9 Trust, Mortgage Asset Backed Pass
Through Certificates, Series 2006 QS9 (the "COUNTERPARTY"). This 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. FORM OF AGREEMENT. This Agreement is subject to 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"). An ISDA Form Master Agreement, as modified by the Schedule terms in Section 4 of this
Confirmation (the "MASTER AGREEMENT"), shall be deemed to have been executed by you and us on the date we entered
into the Transaction. Each party hereto agrees that the Master Agreement deemed to have been executed by the parties
hereto shall be the same Master Agreement referred to in the agreement setting forth the terms of transaction
reference numbers 38102,38103 and 38169. 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.
Capitalized terms not otherwise defined herein or in the Definitions or the Master Agreement shall have the meaning
defined for such term in the Series Supplement, dated as of July 1, 2006, to the Standard Terms of Pooling and
Servicing Agreement, dated as of March 1, 2006 (together the "Pooling and Servicing Agreement").
2. CERTAIN TERMS. The terms of the particular Transaction to which this Confirmation relates are as follows:
Type of Transaction: Rate Cap
Notional Amount:With respect to any Calculation Period, the lesser of: (i) the amount set forth for such period on Schedule I attached
hereto for such Calculation Period and (ii) the aggregate Certificate
Principal Balance of the Class I-A-8 and Class I-A-16 Certificates
(as defined in the Pooling and Servicing Agreement) for such Floating
Rate Payer Payment Date.
The Trustee under the Pooling and Servicing Agreement shall provide at
least five (5) business days notice prior to each Floating Rate Payer
Payment Date for each Calculation Period to The Bank of New York if the
aggregate Certificate Principal Balance of the Class I-A-8 and Class
I-A-16 Certificates is less than the Schedule I attached hereto.
Trade Date: July 14, 2006
Effective Date: August 25, 2006
Termination Date: January 25, 2015, subject to adjustment in accordance with the
Following Business Day Convention.
FIXED AMOUNTS:
Fixed Amount Payer: Deutsche Bank Securities Inc.
Fixed Amount: USD 370,000.00
Fixed Amount
Payment Date: July 28, 2006
FLOATING AMOUNTS:
Floating Rate Payer: BNY
Cap Rate: 5.85%
Floating Rate Payer
Period End Dates: The 25th calendar day of each month during the Term of this
Transaction, commencing September 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
Date shall be two (2) Business Days preceding each Floating Rate Payer
Period End Date.
Floating Rate Option: USD-LIBOR-BBA; provided, however, if the Floating Rate determined from
such Floating Rate Option for a Calculation Period is greater than
8.85% then the Floating Rate for such Calculation Period shall be
deemed equal to 8.85%.
Designated Maturity: One month
Floating Rate Day
Count Fraction: 30/360
Reset Dates: The first day of each Calculation Period
Compounding: Inapplicable
Business Days: New York
Calculation Agent: BNY
Additional Payment: Counterparty represents and warrants that it has directed Deutsche Bank
Securities Inc. to make payment of the Fixed Amount on its behalf.
3. ADDITIONAL PROVISIONS:
1) RELIANCE. Each party hereto is hereby advised and acknowledges that the other party has engaged
in (or refrained from engaging in) substantial financial transactions and has taken (or refrained from
taking) other material actions in reliance upon the entry by the parties into the Transaction being
entered into on the terms and conditions set forth herein.
2) TRANSFER, AMENDMENT AND ASSIGNMENT. No transfer, amendment, waiver, supplement, assignment or
other modification of this Transaction shall be permitted by either party unless each of Standard & Poor's
Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc.
("MOODY'S"), has been provided notice of the same and confirms in writing (including by facsimile
transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings
on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES").
4. PROVISIONS DEEMED INCORPORATED IN A SCHEDULE TO THE MASTER AGREEMENT:
1) NO NETTING BETWEEN TRANSACTIONS. The parties agree that subparagraph (ii) of Section 2(c) of the ISDA
Form Master Agreement will apply to any Transaction.
2) TERMINATION PROVISIONS. Subject to the provisions of Paragraph 4(11) below, for purposes of the
Master Agreement:
(a) "SPECIFIED ENTITY" is not applicable to BNY or Counterparty for any purpose.
(b) "BREACH OF AGREEMENT" provision of Section 5(a)(ii) will not apply to BNY or Counterparty.
(c) "CREDIT SUPPORT DEFAULT" provisions of Section 5(a)(iii) will not apply to BNY or
Counterparty.
(d) "MISREPRESENTATION" provisions of Section 5(a)(iv) will not apply to BNY or Counterparty.
(e) "DEFAULT UNDER SPECIFIED TRANSACTION" is not applicable to BNY or Counterparty for any
purpose, and, accordingly, Section 5(a)(v) shall not apply to BNY or Counterparty.
(f) The "CROSS DEFAULT" provisions of Section 5(a)(vi) will not apply to BNY or to
Counterparty.
(g) The "BANKRUPTCY" provisions of Section 5(a)(vii)(2) will not apply to Counterparty.
(h) The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not apply to BNY or
Counterparty.
(i) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not apply to BNY or to
Counterparty.
(j) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this Agreement:
(i) Market Quotation will apply.
(ii) The Second Method will apply.
(k) "TERMINATION CURRENCY" means United States Dollars.
3) TAX REPRESENTATIONS.
(a) PAYER REPRESENTATIONS. For the purpose of Section 3(e) of this Agreement, BNY and
Counterparty make the following representations:
It is not required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any deduction or
withholding for or on account of any Tax from any payment (other than interest under
Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
under this Agreement. In making this representation, it may rely on:
(i) the accuracy of any representations made by the other party pursuant to Section
3(f) of this Agreement;
(ii) the satisfaction of the agreement contained in Section 4 (a)(i) or 4(a)(iii) of
this Agreement and the accuracy and effectiveness of any document provided by
the other party pursuant to Section 4 (a)(i) or 4(a)(iii) of this Agreement; and
(iii) the satisfaction of the agreement of the other party contained in Section 4(d)
of this Agreement, provided that it shall not be a breach of this representation
where reliance is placed on clause (ii) and the other party does not deliver a
form or document under Section 4(a)(iii) by reason of material prejudice of its
legal or commercial position.
(b) PAYEE REPRESENTATIONS. For the purpose of Section 3(f) of this Agreement, BNY and
Counterparty make the following representations.
(i) The following representation will apply to BNY:
(x) It is a "U.S. person" (as that term is used in section 1.1441-4(a)(3)(ii) of
the United States Treasury Regulations) for United States federal income tax
purposes, (y) it is a trust company duly organized and existing under the laws
of the State of New York, and (y) its U.S. taxpayer identification number is
000000000.
(ii) The following representation will apply to the Counterparty:
The beneficial owner of payments made to it under this Agreement is a "U.S.
person" (as that term is used in section 1.1441-4(a)(3)(ii) of United States
Treasury Regulations) for United States federal income tax purposes.
4) DOCUMENTS TO BE DELIVERED. FOR THE PURPOSE OF SECTION 4(A):
(a) Tax forms, documents or certificates to be delivered are:
PARTY REQUIRED TO DELIVER COVERED BY SECTION 3(D)
DOCUMENT FORM/DOCUMENT/ CERTIFICATE DATE BY WHICH TO BE REPRESENTATION
DELIVERED
BNY and Counterparty Any document required or reasonably requested to Upon the execution and Yes
allow the other party to make payments under this delivery of this Agreement
Agreement without any deduction or withholding for
or on the account of any tax.
(b) Other documents to be delivered are:
PARTY REQUIRED TO DELIVER FORM/DOCUMENT/ CERTIFICATE DATE BY WHICH TO BE COVERED BY SECTION 3(D)
DOCUMENT DELIVERED REPRESENTATION
BNY A certificate of an authorized officer of the party, Upon the execution and Yes
as to the incumbency and authority of the respective delivery of this Agreement
officers of the party signing this Agreement, any
relevant Credit Support Document, or any Confirmation,
as the case may be
Counterparty (i) a copy of the executed Pooling and Servicing Upon the execution and Yes
Agreement, and (ii) an incumbency certificate delivery of this Agreement.
verifying the true signatures and authority of the
person or persons signing this letter agreement on
behalf of the Counterparty
BNY A copy of the most recent publicly available Promptly after request by Yes
regulatory call report. the other party
BNY Legal Opinion as to enforceability of this Agreement Upon the execution and Yes
delivery of this Agreement.
Counterparty Certified copy of the Board of Directors resolution Upon the execution and Yes
(or equivalent authorizing documentation) which sets delivery of this Agreement.
forth the authority of each signatory to the
Confirmation signing on its behalf and the authority
of such party to enter into Transactions contemplated
and performance of its obligations hereunder.
5) MISCELLANEOUS.
(a) ADDRESS FOR NOTICES: For the purposes of Section 12(a) of this Agreement:
Address for notices or communications to BNY:
The Bank of New York
Swaps and Derivative Products Group
Global Market Division
00 Xxx Xxxx 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxx
with a copy to:
The Bank of New York
Swaps and Derivative Products Group
00 Xxx Xxxx 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxx
Tele: 000-000-0000
Fax: 000-000-0000/5837
(For all purposes)
Address for notices or communications to the Counterparty:
Deutsche Bank Trust Company Americas
Attn: Trust Administration-
RALI 2006-QS9
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, XX 00000
With a copy to:
Residential Funding Corporation
0000 Xxxxxxxxxx Xxxx Xxxx,
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx
(For all purposes)
(b) PROCESS AGENT. For the purpose of Section 13(c):
BNY appoints as its Process Agent: Not Applicable
The Counterparty appoints as its Process Agent: Not Applicable
(c) OFFICES. The provisions of Section 10(a) will not apply to this Agreement; neither BNY
nor the Counterparty have any Offices other than as set forth in the Notices Section and
BNY agrees that, for purposes of Section 6(b) of this Agreement, it shall not in future
have any Office other than one in the United States.
(d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:
BNY is not a Multibranch Party.
The Counterparty is not a Multibranch Party.
(e) CALCULATION AGENT. The Calculation Agent is BNY.
(f) CREDIT SUPPORT DOCUMENT. Not applicable for either BNY or the Counterparty.
(g) CREDIT SUPPORT PROVIDER.
BNY: Not Applicable
The Counterparty:Not Applicable
(h) GOVERNING LAW. The parties to this Agreement hereby agree that the law of the State of
New York shall govern their rights and duties in whole, without regard to conflict of law
provisions thereof other than New York General Obligations Law Sections 5-1401 and 5-1402.
(i) 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.
(j) RECORDING OF CONVERSATIONS. Each party (i) consents to the recording of telephone
conversations between the trading, marketing and other relevant personnel of the parties
in connection with this Agreement or any potential Transaction, (ii) agrees to obtain any
necessary consent of, and give any necessary notice of such recording to, its relevant
personnel and (iii) agrees, to the extent permitted by applicable law, that recordings
may be submitted in evidence in any Proceedings.
(k) WAIVER OF JURY TRIAL. Each party waives any right it may have to a trial by jury in
respect of any Proceedings relating to this Agreement or any Credit Support Document.
(l) [RESERVED].
(m) LIMITATION ON INSTITUTION OF BANKRUPTCY PROCEEDINGS. BNY shall not institute against or
cause any other person to institute against, or join any other person in instituting
against the Counterparty, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, under any of the laws of the United States or any other
jurisdiction, for a period of one year and one day (or, if longer, the applicable
preference period) following indefeasible payment in full of the Certificates.
(n) REMEDY OF FAILURE TO PAY OR DELIVER. The ISDA Form Master Agreement in 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 ISDA Form Master Agreement.
(o) "AFFILIATE" will have the meaning specified in Section 14 of the ISDA Form Master
Agreement, provided that the Counterparty shall be deemed not to have any Affiliates for
purposes of this Agreement, including for purposes of Section 6(b)(ii).
6) ADDITIONAL REPRESENTATIONS. Section 3 of the ISDA Form Master Agreement is hereby amended by
adding, before the close parenthesis in the introductory sentence thereof, the words ", and, in
the case of the representations in Section 3(i), at all times", and, at the end thereof, the
following Sections 3(g), 3(h) and 3(i):
"(g) RELATIONSHIP BETWEEN PARTIES.
(1) NONRELIANCE. It is not relying on any statement or representation of the other
party regarding the Transaction (whether written or oral), other than the
representations expressly made in this Agreement or the Confirmation in respect
of that Transaction.
(2) EVALUATION AND UNDERSTANDING.
(i) It is acting for its own account and has the capacity to evaluate
(internally or through independent professional advice) the Transaction
and has made its own decision to enter into the Transaction and, in the
case of Deutsche Bank Trust Company Americas, it has entered into this
Agreement pursuant to direction received by it under the Pooling and
Servicing Agreement; it is not relying on any communication (written or
oral) of the other party as investment advice or as a recommendation to
enter into such transaction; it being understood that information and
explanations related to the terms and conditions of such transaction
shall not be considered investment advice or a recommendation to enter
into such transaction. No communication (written or oral) received
from the other party shall be deemed to be an assurance or guarantee as
to the expected results of the transaction; and
(ii) It understands the terms, conditions and risks of the Transaction and
is willing and able to accept those terms and conditions and to assume
(and does, in fact assume) those risks, financially and otherwise.
(3) PRINCIPAL. The other party is not acting as a fiduciary or an advisor for it in
respect of this Transaction.
(h) EXCLUSION FROM COMMODITIES EXCHANGE ACT. (A) It is an "eligible contract participant"
within the meaning of Section 1a(12) of the Commodity Exchange Act, as amended; (B) this
Agreement and each Transaction is subject to individual negotiation by such party; and
(C) neither this Agreement nor any Transaction will be executed or traded on a "trading
facility" within the meaning of Section 1a(33) of the Commodity Exchange Act, as amended.
7) SET-OFF. Notwithstanding any provision of this Agreement or any other existing or future
agreement (but without limiting the provisions of Section 2(c) and Section 6 of the Master
Agreement), each party irrevocably waives any and all rights it may have to set off, net, recoup
or otherwise withhold or suspend or condition payment or performance of any obligation between it
and the other party hereunder against any obligation between it and the other party under any
other agreements. The last sentence of the first paragraph of Section 6(e) of the ISDA Form
Master Agreement shall not apply for purposes of this Transaction.
8) ADDITIONAL TERMINATION EVENTS. The following Additional Termination Events will apply:
(i) DOWNGRADE. BNY fails to comply with the Downgrade Provisions as set forth in Paragraph
4(9). BNY shall be the sole Affected Party.
9) RATINGS DOWNGRADE. For purposes of each Transaction:
(i) CERTAIN DEFINITIONS.
(A) "RATING AGENCY CONDITION" means, with respect to any particular proposed act or
omission to act hereunder, that the Trustee shall have received prior written
confirmation from each of the applicable Rating Agencies, and shall have provided notice
thereof to BNY, that the proposed action or inaction would not cause a downgrade or
withdrawal of their then-current ratings of the Certificates.
(B) "QUALIFYING RATINGS" means, with respect to the debt of any assignee or
guarantor under Paragraph 4(9)(ii) below,
(x) a short-term unsecured and unsubordinated debt rating of "P-1" (not on
watch for downgrade), and a long-term unsecured and unsubordinated debt of "A1"
(not on watch for downgrade) (or, if it has no short-term unsecured and
unsubordinated debt rating, a long term rating of "Aa3" (not on watch for
downgrade) by Xxxxx'x, and
(y) a short-term unsecured and unsubordinated debt rating of "A-1" by S&P,
and
(z) a short-term unsecured and unsubordinated debt rating of "F-1" by Fitch.
(C) A "COLLATERALIZATION EVENT" shall occur with respect to BNY (or any applicable
credit support provider) if:
(x) its short-term unsecured and unsubordinated debt rating is reduced to
"P-1" (and is on watch for downgrade) or below, and its long-term unsecured and
unsubordinated debt is reduced to "A1" (and is on watch for downgrade) or below
(or, if it has no short-term unsecured and unsubordinated debt rating, its long
term rating is reduced to "Aa3" (and is on watch for downgrade) or below) by
Xxxxx'x, or
(y) its short-term unsecured and unsubordinated debt rating is reduced
below "A-1" by S&P; or
(z) its short-term unsecured and unsubordinated debt rating is reduced
below "F-1" by Fitch.
(D) A "RATINGS EVENT" shall occur with respect to BNY (or any applicable credit
support provider) if:
(x) its short-term unsecured and unsubordinated debt rating is withdrawn or
reduced to "P-2" or below by Xxxxx'x and its long-term unsecured and
unsubordinated debt is reduced to "A3" or below (or, if it has no short-term
unsecured and unsubordinated debt rating, its long term rating is reduced to
"A2" or below) by Xxxxx'x, or
(y) its long-term unsecured and unsubordinated debt rating is withdrawn or
reduced below "BBB-" by S&P, or
(z) its long-term unsecured and unsubordinated debt rating is withdrawn or
reduced below "BBB-" by Fitch.
For purposes of (C) and (D) above, such events include those occurring in connection with
a merger, consolidation or other similar transaction by BNY or any applicable credit
support provider, but they shall be deemed not to occur if, within 30 days (or, in the
case of a Ratings Event, 10 Business Days) thereafter, each of the applicable Rating
Agencies has reconfirmed the ratings of the Certificates, as applicable, which were in
effect immediately prior thereto. For the avoidance of doubt, a downgrade of the rating
on the Certificates could occur in the event that BNY does not post sufficient collateral.
(ii) ACTIONS TO BE TAKEN UPON OCCURRENCE OF EVENT. Subject, in each case set forth in (A) and
(B) below, to satisfaction of the Rating Agency Condition:
(A) COLLATERALIZATION EVENT. If a Collateralization Event occurs with respect to
BNY (or any applicable credit support provider), then BNY shall, at its own expense,
within thirty (30) days of such Collateralization Ratings Event:
(1) post collateral under agreements and other instruments approved by the
Counterparty, such approval not to be unreasonably withheld, which will be
sufficient to restore the immediately prior ratings of the Certificates,
(2) assign the Transaction to a third party, the ratings of the debt of
which (or of the guarantor of which) meet or exceed the Qualifying Ratings, on
terms substantially similar to this Confirmation, which party is approved by the
Counterparty, such approval not to be unreasonably withheld,
(3) obtain a guaranty of, or a contingent agreement of, another person, the
ratings of the debt of which (or of the guarantor of which) meet or exceed the
Qualifying Ratings, to honor BNY's obligations under this Agreement, provided
that such other person is approved by the Counterparty, such approval not to be
unreasonably withheld, or
(4) establish any other arrangement approved by the Counterparty, such
approval not to be unreasonably withheld, which will be sufficient to restore
the immediately prior ratings of their Certificates.
(B) RATINGS EVENT. If a Ratings Event occurs with respect to BNY (or any applicable
credit support provider), then BNY shall, at its own expense, within ten (10) Business
Days of such Ratings Event:
(1) assign the Transaction to a third party, the ratings of the debt of
which (or of the guarantor of which) meet or exceed the Qualifying Ratings, on
terms substantially similar to this Confirmation, which party is approved by the
Counterparty, such approval not to be unreasonably withheld,
(2) obtain a guaranty of, or a contingent agreement of, another person, the
ratings of the debt of which (or of the guarantor of which) meet or exceed the
Qualifying Ratings, to honor BNY's obligations under this Agreement, provided
that such other person is approved by the Counterparty, such approval not to be
unreasonably withheld, or
(3) establish any other arrangement approved by the Counterparty, such
approval not to be unreasonably withheld, which will be sufficient to restore
the immediately prior ratings of the Certificates.
10) COMPLIANCE WITH REGULATION AB. It shall be a disclosure event ("DISCLOSURE EVENT") if, on any Business
Day after the date hereof, Sponsor requests from BNY the financial information described in Item
1115(b) of Regulation AB under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT") ("REGULATION AB"), (such request to be
based on the reasonable determination by Sponsor, in good faith, that such information is
required under Regulation AB) (the "REG AB FINANCIAL DISCLOSURE"). Within 10 Business Days of
the occurrence of a Reg AB Disclosure Event, BNY, at its own expense, shall (a) provide to the
Sponsor the Reg AB Financial Disclosure, or (b) secure another entity to replace BNY as party to
this Agreement on terms substantially similar to this Agreement and subject to prior notification
to the applicable Rating Agencies, the debt rating of which entity (or guarantor therefor) meets
or exceeds the qualified ratings (or which satisfies the Rating Agency Condition) and which
entity is able to comply with the requirement of Item 1115(b) of Reg AB. If permitted by
Regulation AB, any required Reg AB Financial Disclosure may be provided by incorporation by
reference from reports filed pursuant to the Exchange Act.
11) ADDITIONAL PROVISIONS. Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master
Agreement, if Counterparty has satisfied its payment obligations under Section 2(a)(i) of the
ISDA Form Master Agreement, and shall, at the time, have no future payment or delivery
obligation, whether absolute or contingent, then unless BNY is required pursuant to appropriate
proceedings to return to Counterparty or otherwise returns to Counterparty upon demand of
Counterparty any portion of such payment, (a) the occurrence of an event described in Section 5(a)
of the ISDA Form Master Agreement with respect to Counterparty shall not constitute an Event of
Default or Potential Event of Default with respect to Counterparty as the Defaulting Party and
(b) BNY shall be entitled to designate an Early Termination Date pursuant to Section 6 of the
ISDA Form Master Agreement only as a result of a Termination Event set forth in either Section
5(b)(i) or Section 5(b)(ii) of the ISDA Form Master Agreement with respect to BNY as the Affected
Party or Section 5(b)(iii) of the ISDA Form Master Agreement with respect to BNY as the Burdened
Party. For purposes of the Transaction to which this Agreement relates, Counterparty's only
obligation under Section 2(a)(i) of the ISDA Form Master Agreement is to pay the Fixed Amount on
the Fixed Rate Payer Payment Date.
12) PAYMENTS. BNY will, unless otherwise directed by the Trustee, make all payments hereunder to the
Trustee. Payment made to the Trustee at the account specified herein or to another account
specified in writing by the Trustee shall satisfy the payment obligations of BNY hereunder to the
extent of such payment.
13) LIMITATION OF TRUSTEE LIABILITY. Notwithstanding anything herein to the contrary, it is
expressly understood and agreed by the parties hereto that (a) this letter agreement is executed
and delivered by Deutsche Bank Trust Company Americas ("DBTCA"), not individually or personally,
but solely as Trustee of the RALI Series 2006- QS9 Trust, in the exercise of the powers and
authority conferred and vested in it, (b) each of the representations, undertakings and
agreements herein made on the part of the RALI Series 2006-QS9 Trust is made and intended not as
personal representations, undertakings and agreements by DBTCA but is made and intended for the
purpose of binding only the RALI Series 2006- QS9 Trust, (c) nothing herein contained shall be
construed as creating any liability on DBTCA 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 DBTCA from performing its duties and
obligations under the Pooling and Servicing Agreement in accordance with the standard of care set
forth therein, and (d) under no circumstances shall DBTCA be personally liable for the payment of
any indebtedness or expenses of the RALI Series 2006- QS9 Trust or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or undertaken by the RALI
Series 2006- QS9 Trust under this letter agreement or any other related documents.
5. ACCOUNT DETAILS AND SETTLEMENT INFORMATION:
Payments to BNY:
The Bank of New York
Derivative Products Support Department
00 Xxx Xxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
ABA #000000000
Account #000-0000-000
Reference: Interest Rate Cap
Payments to Counterparty:
Deutsche Bank Trust Company Americas
ABA 000-000-000
A/C # 01419663
A/C Name NYLTD Funds Control - Stars west
Ref: RALI 2006-QS9 Cap Funds
6. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this
agreement and returning it via facsimile to Derivative Products Support Dept., Attn: Xxxxx Xx-Xxxxx at
000-000-0000/5837. Once we receive this we will send you two original confirmations for execution.
We are very pleased to have executed this Transaction with you and we look forward to completing other
transactions with you in the near future.
Very truly yours,
THE BANK OF NEW YORK
By: _______________________________
Name:
Title:
The Counterparty, acting through its duly authorized signatory, xxxxxx agrees to, accepts and confirms the terms of
the foregoing as of the Trade Date.
DEUTSCHE BANK TRUST COMPANY AMERICAS
SOLELY AS TRUSTEE FOR RALI SERIES 2006-QS9 TRUST, MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 2006-QS9
By: _______________________________
Name:
Title:
SCHEDULE I
-----------------------------------------------------------------------------------------
ACCRUAL START DATE ACCRUAL END DATE NOTIONAL AMOUNT (IN USD)
-----------------------------------------------------------------------------------------
08/25/06 09/25/06 76,542,045.07
-----------------------------------------------------------------------------------------
09/25/06 10/25/06 75,441,945.23
-----------------------------------------------------------------------------------------
10/25/06 11/25/06 74,202,718.74
-----------------------------------------------------------------------------------------
11/25/06 12/25/06 72,827,841.20
-----------------------------------------------------------------------------------------
12/25/06 01/25/07 71,321,268.46
-----------------------------------------------------------------------------------------
01/25/07 02/25/07 69,687,425.96
-----------------------------------------------------------------------------------------
02/25/07 03/25/07 67,931,195.33
-----------------------------------------------------------------------------------------
03/25/07 04/25/07 66,057,898.14
-----------------------------------------------------------------------------------------
04/25/07 05/25/07 64,073,276.99
-----------------------------------------------------------------------------------------
05/25/07 06/25/07 61,983,473.94
-----------------------------------------------------------------------------------------
06/25/07 07/25/07 59,795,006.27
-----------------------------------------------------------------------------------------
07/25/07 08/25/07 57,665,984.68
-----------------------------------------------------------------------------------------
08/25/07 09/25/07 55,595,052.72
-----------------------------------------------------------------------------------------
09/25/07 10/25/07 53,580,884.87
-----------------------------------------------------------------------------------------
10/25/07 11/25/07 51,622,185.75
-----------------------------------------------------------------------------------------
11/25/07 12/25/07 49,717,689.53
-----------------------------------------------------------------------------------------
12/25/07 01/25/08 47,866,159.16
-----------------------------------------------------------------------------------------
01/25/08 02/25/08 46,066,385.81
-----------------------------------------------------------------------------------------
02/25/08 03/25/08 44,317,188.18
-----------------------------------------------------------------------------------------
03/25/08 04/25/08 42,617,411.85
-----------------------------------------------------------------------------------------
04/25/08 05/25/08 40,965,928.72
-----------------------------------------------------------------------------------------
05/25/08 06/25/08 39,361,636.42
-----------------------------------------------------------------------------------------
06/25/08 07/25/08 37,803,457.63
-----------------------------------------------------------------------------------------
07/25/08 08/25/08 36,290,339.63
-----------------------------------------------------------------------------------------
08/25/08 09/25/08 34,821,253.67
-----------------------------------------------------------------------------------------
09/25/08 10/25/08 33,395,194.45
-----------------------------------------------------------------------------------------
10/25/08 11/25/08 32,011,179.56
-----------------------------------------------------------------------------------------
11/25/08 12/25/08 30,668,248.98
-----------------------------------------------------------------------------------------
12/25/08 01/25/09 29,365,464.58
-----------------------------------------------------------------------------------------
01/25/09 02/25/09 28,101,909.64
-----------------------------------------------------------------------------------------
02/25/09 03/25/09 26,876,688.27
-----------------------------------------------------------------------------------------
03/25/09 04/25/09 25,688,925.05
-----------------------------------------------------------------------------------------
04/25/09 05/25/09 24,537,764.50
-----------------------------------------------------------------------------------------
05/25/09 06/25/09 23,422,370.65
-----------------------------------------------------------------------------------------
06/25/09 07/25/09 22,341,926.56
-----------------------------------------------------------------------------------------
07/25/09 08/25/09 21,295,633.96
-----------------------------------------------------------------------------------------
08/25/09 09/25/09 20,282,712.75
-----------------------------------------------------------------------------------------
09/25/09 10/25/09 19,302,400.63
-----------------------------------------------------------------------------------------
10/25/09 11/25/09 18,353,952.68
-----------------------------------------------------------------------------------------
11/25/09 12/25/09 17,436,640.96
-----------------------------------------------------------------------------------------
12/25/09 01/25/10 16,549,754.15
-----------------------------------------------------------------------------------------
01/25/10 02/25/10 15,692,597.12
-----------------------------------------------------------------------------------------
02/25/10 03/25/10 14,864,490.64
-----------------------------------------------------------------------------------------
03/25/10 04/25/10 14,064,770.93
-----------------------------------------------------------------------------------------
04/25/10 05/25/10 13,292,789.38
-----------------------------------------------------------------------------------------
05/25/10 06/25/10 12,547,912.18
-----------------------------------------------------------------------------------------
06/25/10 07/25/10 11,829,519.95
-----------------------------------------------------------------------------------------
07/25/10 08/25/10 11,137,007.47
-----------------------------------------------------------------------------------------
08/25/10 09/25/10 10,469,783.31
-----------------------------------------------------------------------------------------
09/25/10 10/25/10 9,827,269.54
-----------------------------------------------------------------------------------------
10/25/10 11/25/10 9,208,901.45
-----------------------------------------------------------------------------------------
11/25/10 12/25/10 8,614,127.15
-----------------------------------------------------------------------------------------
12/25/10 01/25/11 8,042,407.42
-----------------------------------------------------------------------------------------
01/25/11 02/25/11 7,493,215.30
-----------------------------------------------------------------------------------------
02/25/11 03/25/11 6,966,035.87
-----------------------------------------------------------------------------------------
03/25/11 04/25/11 6,460,365.98
-----------------------------------------------------------------------------------------
04/25/11 05/25/11 5,975,713.93
-----------------------------------------------------------------------------------------
05/25/11 06/25/11 5,511,599.29
-----------------------------------------------------------------------------------------
06/25/11 07/25/11 5,067,552.56
-----------------------------------------------------------------------------------------
07/25/11 08/25/11 4,643,031.38
-----------------------------------------------------------------------------------------
08/25/11 09/25/11 4,382,311.25
-----------------------------------------------------------------------------------------
09/25/11 10/25/11 4,139,267.36
-----------------------------------------------------------------------------------------
10/25/11 11/25/11 3,913,478.27
-----------------------------------------------------------------------------------------
11/25/11 12/25/11 3,704,532.30
-----------------------------------------------------------------------------------------
12/25/11 01/25/12 3,512,027.26
-----------------------------------------------------------------------------------------
01/25/12 02/25/12 3,335,570.27
-----------------------------------------------------------------------------------------
02/25/12 03/25/12 3,174,777.53
-----------------------------------------------------------------------------------------
03/25/12 04/25/12 3,029,274.11
-----------------------------------------------------------------------------------------
04/25/12 05/25/12 2,898,693.72
-----------------------------------------------------------------------------------------
05/25/12 06/25/12 2,782,678.59
-----------------------------------------------------------------------------------------
06/25/12 07/25/12 2,680,879.20
-----------------------------------------------------------------------------------------
07/25/12 08/25/12 2,592,954.13
-----------------------------------------------------------------------------------------
08/25/12 09/25/12 2,562,865.26
-----------------------------------------------------------------------------------------
09/25/12 10/25/12 2,545,260.78
-----------------------------------------------------------------------------------------
10/25/12 11/25/12 2,539,831.25
-----------------------------------------------------------------------------------------
11/25/12 12/25/12 2,538,831.24
-----------------------------------------------------------------------------------------
12/25/12 01/25/13 2,537,831.25
-----------------------------------------------------------------------------------------
01/25/13 02/25/13 2,536,831.25
-----------------------------------------------------------------------------------------
02/25/13 03/25/13 2,535,831.25
-----------------------------------------------------------------------------------------
03/25/13 04/25/13 2,534,831.25
-----------------------------------------------------------------------------------------
04/25/13 05/25/13 2,533,831.25
-----------------------------------------------------------------------------------------
05/25/13 06/25/13 2,532,831.25
-----------------------------------------------------------------------------------------
06/25/13 07/25/13 2,531,831.25
-----------------------------------------------------------------------------------------
07/25/13 08/25/13 2,530,831.24
-----------------------------------------------------------------------------------------
08/25/13 09/25/13 2,501,616.33
-----------------------------------------------------------------------------------------
09/25/13 10/25/13 2,287,291.34
-----------------------------------------------------------------------------------------
10/25/13 11/25/13 2,080,126.89
-----------------------------------------------------------------------------------------
11/25/13 12/25/13 1,879,928.00
-----------------------------------------------------------------------------------------
12/25/13 01/25/14 1,686,504.56
-----------------------------------------------------------------------------------------
01/25/14 02/25/14 1,499,671.21
-----------------------------------------------------------------------------------------
02/25/14 03/25/14 1,319,247.24
-----------------------------------------------------------------------------------------
03/25/14 04/25/14 1,145,056.49
-----------------------------------------------------------------------------------------
04/25/14 05/25/14 976,927.20
-----------------------------------------------------------------------------------------
05/25/14 06/25/14 814,691.95
-----------------------------------------------------------------------------------------
06/25/14 07/25/14 658,187.52
-----------------------------------------------------------------------------------------
07/25/14 08/25/14 507,254.81
-----------------------------------------------------------------------------------------
08/25/14 09/25/14 428,578.04
-----------------------------------------------------------------------------------------
09/25/14 10/25/14 352,978.93
-----------------------------------------------------------------------------------------
10/25/14 11/25/14 280,363.44
-----------------------------------------------------------------------------------------
11/25/14 12/25/14 210,640.15
-----------------------------------------------------------------------------------------
12/25/14 01/25/15 143,720.14
-----------------------------------------------------------------------------------------
