CAP SCHEDULE
SCHEDULE
to the
MASTER AGREEMENT
dated as of October 30, 2006
between
CREDIT SUISSE INTERNATIONAL, AND DEUTSCHE BANK TRUST COMPANY
an unlimited company incorporated AMERICAS, not in its individual
under the laws of England and Wales capacity but solely as trustee on
("PARTY A") behalf of the trust created under
the Pooling and Servicing Agreement
in respect of RALI SERIES
2006-QA9 TRUST
("PARTY B")
PART 1
TERMINATION PROVISIONS
In this Agreement:-
(A) SPECIFIED ENTITY. "Specified Entity" shall have no meaning in relation to
Party A or Party B.
(B) SPECIFIED TRANSACTION. Specified Transaction will have the meaning specified
in Section 14.
(C) CERTAIN EVENTS OF DEFAULT. The following Events of Default will apply to the
parties as specified below, and the definition of "Event of Default" in Section
14 is deemed to be modified accordingly:
Section 5(a)(i) (Failure To Pay or Deliver) will apply to Party A and
will apply to Party B. Section 5(a)(ii) (Breach of Agreement) will apply
to Party A and will apply to Party B.
Section 5(a)(iii) (Credit Support Default) will apply to Party A and
Party B (but only to the extent that Party A has Transferred Eligible
Credit Support pursuant to the Credit Support Annex).
Section 5(a)(iv) (Misrepresentation) will apply to Party A and will
apply to Party B. Section 5(a)(v) (Default Under Specified Transaction)
will not apply to Party A or Party B.
Section 5(a)(vi) (Cross Default) will apply to Party A and will not
apply to Party B. "Threshold Amount" means, in respect of Party A, 3% of
shareholders' equity of Party A.
Section 5(a)(vii) (Bankruptcy) will apply to Party A and will not apply
to Party B. Section 5(a)(viii) (Merger Without Assumption) will apply to
Party A and will not apply to Party B.
(D) TERMINATION EVENTS. The "Illegality" provision of Section 5(b)(i), the "Tax
Event" provision of Section 5(b)(ii), the "Tax Event Upon Merger" provision of
Section 5(b)(iii) and the "Credit Event Upon Merger" provision of Section
5(b)(iv) will apply to both Party A and Party B.
(E) AUTOMATIC EARLY TERMINATION. The "Automatic Early Termination" provision of
Section 6(a) will not apply to Party A or Party B.
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(F) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e), the Second
Method and Market Quotation will apply.
(G) TERMINATION CURRENCY. "Termination Currency" means United States Dollars.
(H) ADDITIONAL TERMINATION EVENT.
Each of the following shall be an Additional Termination Event with
respect to Party B as the sole Affected Party:-
(1) TERMINATION OF TRUST. The termination of the obligations and
responsibilities of the parties to the Pooling and Servicing Agreement
pursuant to Section 9.01 of the Pooling and Servicing Agreement.
(2) AMENDMENT OF POOLING AND SERVICING AGREEMENT. Party B shall fail to
comply with Part 5(i) of this Schedule.
(3) COUNTERPARTY RATING AGENCY DOWNGRADE. If Party A no longer has a
long-term credit rating of at least A (or its equivalent) from at least
one of the Rating Agencies rating the Certificates (a "Counterparty
Rating Agency Downgrade"), provided that none of the following events
shall occur: Party A shall, no later than the 30th day following the
Counterparty Rating Agency Downgrade, either (1) obtain a substitute
Counterparty that is a bank or other financial institution that has a
long-term credit rating of at least A (or its equivalent) from at least
one of the Rating Agencies rating the Certificates (the "Counterparty
Rating Requirement"), (2) obtain a guaranty of or a contingent agreement
of another person with a long-term credit rating of at least A (or its
equivalent) from at least one of the Rating Agencies rating the
Certificates to honor Party A's obligations hereunder, (3) post
collateral under the Credit Support Annex attached hereto and made a
part hereof, or (4) restore its long-term credit rating to at least A
(or its equivalent) from at least one of the Rating Agencies rating the
Certificates. As used herein: (i) "Xxxxx'x" means Xxxxx'x Investors
Service, Inc., or any successor nationally recognized statistical rating
organization, (ii) "S&P" means Standard & Poor's Ratings Services, a
division of The XxXxxx-Xxxx Companies, Inc. or any successor nationally
recognized statistical rating organization, and (iii) "Rating Agency"
means Xxxxx'x and S&P.
(4) REGULATION AB. Party A neither (a) provides Cap Financial Disclosure
(as defined in Part 5(n)) pursuant to the Indemnification Agreement
dated as of October 26, 2006, among Residential Accredit Loans, Inc.,
Residential Funding Company, LLC and Party A (the "Indemnification
Agreement"), (b) assigns this Agreement in accordance with Part 5(n) nor
(c) obtains a guaranty of Party A's obligations under this Agreement
from an affiliate of Party A that is able to comply with the financial
information disclosure requirements of Item 1115 of Regulation AB, such
that disclosure provided in respect of the affiliate will satisfy any
disclosure requirements applicable to Party A, and cause such affiliate
to provide Cap Financial Disclosure. For all purposes of this Agreement,
Party A shall be the sole Affected Party with respect to the occurrence
of a Termination Event described in this Part 1(h)(4); provided,
however, that notwithstanding Section 6(b)(iv) of the Agreement, either
Party A or Party B may designate an Early Termination Date following the
occurrence of the Termination Event described in this Part 1(h)(4).
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PART 2
TAX REPRESENTATIONS
(A) PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e), Party A and
Party B each makes the following representation:-
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e),
6(d)(ii) or 6(e)) 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 representation made by the other party
pursuant to Section 3(f);
(ii) the satisfaction of the agreement of the other party contained in
Section 4(a)(i) or 4(a)(iii) and the accuracy and effectiveness
of any document provided by the other party pursuant to Section
4(a)(i) or 4(a)(iii); and
(iii) the satisfaction of the agreement of the other party contained in
Section 4(d);
provided that it shall not be a breach of this representation where
reliance is placed on clause (ii), and the other party does not deliver
a form or document under Section 4(a)(iii) by reason of material
prejudice to its legal or commercial position.
(B) PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f),
(i) Party A makes the following representation to Party B:
(A) Party A is entering into each Transaction in the ordinary
course of its trade as, and is, a recognized UK bank as
defined in Section 840A of the UK Income and Corporation
Taxes Act of 1988.
(B) Party A has been approved as a Withholding Foreign
Partnership by the US Internal Revenue Service.
(C) Party A's Withholding Foreign Partnership Employer
Identification Number is 00-0000000.
(D) Party A is a partnership that agrees to comply with any
withholding obligation under Section 1446 of the Internal
Revenue Code.
(ii) Party B makes no Payee Tax Representations.
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PART 3
AGREEMENT TO DELIVER DOCUMENTS
Each party agrees to deliver the following documents as applicable:-
(a) For the purpose of Section 4(a)(i), tax forms, documents or certificates to
be delivered are:-
PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH
DELIVER DOCUMENT CERTIFICATE TO BE DELIVERED
Party A U.S. Internal (i) Before the
Revenue Service first Payment
Form W-8IMY or Date under this
any successor Agreement, such
forms thereto form to be
updated at the beginning of each
succeeding three-calendar-year
period after the first payment date
under this Agreement, (ii) promptly
upon reasonable demand by Party B,
and (iii) promptly upon learning
that any such Form previously
provided by Party A has become
obsolete or incorrect.
(b) For the purpose of Section 4(a)(ii), other documents to be delivered are:-
PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH COVERED BY
DELIVER DOCUMENT CERTIFICATE TO BE DELIVERED SECTION 3(D)
REPRESENTATION
Party A and Evidence Upon execution Yes
Party B reasonably this Agreement
satisfactory to and, if
the other party requested, upon
as to the names, execution of
true signatures any Confirmation
and authority of
the officers or
officials
signing this
Agreement or any
Confirmation on
its behalf
Party A A copy of the Upon request, Yes
annual report as soon as
for such party publicly
containing available
audited or
certified
financial
statements for
the most
recently ended
financial year
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PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH COVERED BY
DELIVER DOCUMENT CERTIFICATE TO BE DELIVERED SECTION 3(D)
REPRESENTATION
Party A An opinion of Upon execution No
counsel to such of this
party reasonably Agreement
satisfactory in
form and
substance to the
other party
covering the
enforceability
of this
Agreement
against such
party
Party B Executed copies Not later than No
of the Pooling 15 days after
and Servicing the Effective
Agreement and Date of any
such other Confirmation.
documents as
requested by
Party X.
Party B Monthly At such times No
Statements, as as such Monthly
set forth in Statements are
Section 4.03 of required to be
the Pooling and delivered to
Servicing the Trustee
Agreement pursuant to the
Pooling and
Servicing
Agreement
Party B Such other Upon request No
information in
connection with
the Certificates
or the Pooling
and Servicing
Agreement in the
possession of
Party B as Party
A may reasonably
request.
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PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH COVERED BY
DELIVER DOCUMENT CERTIFICATE TO BE DELIVERED SECTION 3(D)
REPRESENTATION
Party B Any and all Each (i) the No
proposed and date of
executed distribution to
amendments to the
the Pooling and Certificates or
Servicing (ii) the date
Agreement. of execution by
Party B, as
applicable.
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PART 4
MISCELLANEOUS
(A) ADDRESSES FOR NOTICES. For the purpose of Section 12(a):-
Notwithstanding Section 12 (a) of the Agreement, all notices, including those to
be given under Section 5 or Section 6 of the Agreement, may be given by
facsimile transmission or electronic messaging system.
(i) (1) Address for notices or communications to Party A:-
Address: Xxx Xxxxx Xxxxxx Attention: (1) Head of Credit Risk
London E14 4QJ Management;
(2) Global Head of OTC
Operations,
Operations Department;
(3) General Counsel Europe-
Legal and Compliance
Department
Telex No.: 264521 Answerback: CSIN G
(2) For the purpose of facsimile notices or communications under this
Agreement:-
Facsimile No.:x00 (0) 000 000 0000
Attention: General Counsel Europe - Legal and Compliance Department
Telephone number for oral confirmation of receipt of facsimile in
legible form: x00 (0) 000 000 0000
Designated responsible employee for the purposes of Section 12(a)(iii):
Senior Legal Secretary
With a copy to:
Facsimile No. x00 (0) 000 000 0000
Head of Credit Risk Management
With a copy to:
Facsimile No. x00 (0) 000 000 0000
Global Head of OTC Operations, Operations Department.
(ii) Address for notices or communications to Party B:-
Address: Deutsche Bank Trust Company Attention: Residential Accredit
Americas Loans, Inc. Series 2006-QA9
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000-0000
Telephone No.: (000) 000-0000
(For all purposes.)
(B) PROCESS AGENT. For the purpose of Section 13(c):-
Party A appoints as its Process Agent:- Credit Suisse Securities (USA)
LLC, Xxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (Attention:- General
Counsel, Legal and Compliance Department).
Party B appoints as its Process Agent:- Not Applicable.
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(C) OFFICES. The provisions of Section 10(a) will apply to this Agreement.
(D) MULTIBRANCH PARTY. For the purpose of Section 10(c):-
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(E) CALCULATION AGENT. The Calculation Agent is Party A.
(F) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:
(i) With respect to Party B, not applicable.
(ii) With respect to Party A: the Credit Support Annex.
(G) CREDIT SUPPORT PROVIDER.
Credit Support Provider means in relation to Party A: Not applicable.
Credit Support Provider means in relation to Party B: Not applicable.
(H) GOVERNING LAW. This Agreement and, to the fullest extent permitted by
applicable law, all matters arising out of or relating in any way to this
Agreement, will be governed by and construed in accordance with the laws
of the State of New York without reference to choice of law doctrine
(other than Section 5-1401 and Section 5-1402 of the New York General
Obligations Law).
(I) NETTING OF PAYMENTS. Section 2(c)(ii) of this Agreement will not apply to
the Transactions.
(J) AFFILIATE. Affiliate will have the meaning specified in Section 14,
provided that Party B shall be deemed to have no Affiliates.
(K) JURISDICTION. Section 13(b) is amended by (1) deleting the "non" from the
second line of clause (i) and (2) deleting the final paragraph.
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PART 5
OTHER PROVISIONS
(A) DEFINITIONS. Any capitalized terms used but not otherwise defined in this
Agreement shall have the meanings assigned to them (or incorporated by
reference) in the PSA. In the event of any inconsistency between the terms of
this Agreement and the terms of the PSA, this Agreement will govern. References
to the "PSA" are to the Series Supplement dated as of October 30, 2006 to
Standard Terms of Pooling and Servicing Agreement dated as of October 30, 2006
(such Series Supplement together with such Standard Terms, the "PSA") among
Residential Accredit Loans, Inc., as depositor, Residential Funding Company,
LLC, as Master Servicer, and Deutsche Bank Trust Company Americas, as trustee,
as amended from time to time.
(B) REPRESENTATIONS. Section 3(a) of this Agreement is hereby amended to include
the following additional representations after paragraph 3(a)(v):
(vi) ELIGIBLE CONTRACT PARTICIPANT. It is an "eligible contract participant"
as defined in section 1a(12) of the U.S. Commodity Exchange Act.
(vii) INDIVIDUAL NEGOTIATION. This Agreement and each Transaction hereunder
is subject to individual negotiation by the parties.
(viii) RELATIONSHIP BETWEEN PARTY A AND PARTY B. Subject as provided in Part
5(f), each of Party A and Party B will be deemed to represent to the other
on the date on which it enters into a Transaction or an amendment thereof
that (absent a written agreement between Party A and Party B that expressly
imposes affirmative obligations to the contrary for that Transaction):
(1) PRINCIPAL. It is acting as principal and not as agent when entering
into this Agreement and each Transaction.
(2) NON-RELIANCE. Party A is acting for its own account and with respect
to Party B, the Trustee is executing this Agreement as trustee on behalf
of the Trust. Each party has made its own independent decisions to enter
into that Transaction and as to whether that Transaction is appropriate
or proper for it based upon its own judgment and upon advice from such
advisors as it has deemed necessary. It is not relying on any
communication (written or oral) of the other party as investment advice
or as a recommendation to enter into that Transaction; it being
understood that information and explanations related to the terms and
conditions of a Transaction shall not be considered investment advice or
a recommendation to enter into that 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 that Transaction.
(3) EVALUATION AND UNDERSTANDING. It is capable of evaluating and
understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of
this Agreement and each Transaction hereunder. It is also capable of
assuming, and assumes, all financial and other risks of this Agreement
and each Transaction hereunder.
(4) STATUS OF PARTIES. The other party is not acting as a fiduciary or
an advisor for it in respect of that Transaction.
(5) ELIGIBLE CONTRACT PARTICIPANT. It is an "eligible swap participant"
as such term is defined in Section 35.1 (b) (2) of the regulations (17
C.F.R. 35) promulgated under, and an "eligible contract participant" as
defined in Section 1 (a)(12) of the Commodity Exchange Act, as amended.
(C) CHANGE OF ACCOUNT. Section 2(b) of this Agreement is hereby amended by the
addition of the following after the word "delivery" in the first line thereof:-
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"to another account in the same legal and tax jurisdiction as the
original account"
(D) CONSENT TO RECORDING. Each party (i) consents to the recording of the
telephone conversations of trading and marketing personnel of the parties and
their Affiliates in connection with this Agreement or any potential transaction
and (ii) if applicable, agrees to obtain any necessary consent of, and give
notice of such recording to, such personnel of it and its Affiliates.
(E) WAIVER OF RIGHT TO TRIAL BY JURY. Each party waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by jury in respect
of any suit, action or proceeding relating to this Agreement or any Credit
Support Document. Each party (i) certifies that no representative, agent or
attorney of the other party or any Credit Support Provider has represented,
expressly or otherwise, that such other party would not, in the event of such a
suit action or proceeding, seek to enforce the foregoing waiver and (ii)
acknowledges that it and the other party have been induced to enter into this
Agreement and provide for any Credit Support Document, as applicable by, among
other things, the mutual waivers and certifications in this Section.
(F) NON-PETITION; LIMITED RECOURSE. Notwithstanding any other provision of this
Agreement, Party A may not, prior to the date which is one year and one day, or
if longer the applicable preference period then in effect, after the payment in
full of all Certificates, institute against, or join any other Person in
instituting against, the Trust any bankruptcy, reorganization, arrangement,
insolvency, moratorium or liquidation proceedings, or other proceedings under
Federal, State, or bankruptcy or similar laws. Nothing shall preclude, or be
deemed to stop, Party A (i) from taking any action prior to the expiration of
the aforementioned one year and one day period, or if longer the applicable
preference period then in effect, in (A) any case or proceeding voluntarily
filed or commenced by the Trust or (B) any involuntary insolvency proceeding
filed or commenced by a Person other than Party A, or (ii) from commencing
against the Trust or any of the Collateral any legal action which is not a
bankruptcy, reorganization, arrangement, insolvency, moratorium, liquidation or
similar proceeding. Party A further acknowledges that Party B's obligations
hereunder shall be solely the obligations of the Trust and that recourse in
respect of any obligations of Party B hereunder will be limited to assets of the
Trust as applied in accordance with the terms of the Pooling and Servicing
Agreement and, on exhaustion thereof, all claims against Party B arising from
this Agreement or contemplated hereby shall be extinguished.
(G) TRANSFER. Section 7 is hereby amended to read in its entirety as follows:
Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(g) of the
Schedule, and except for the assignment by way of security in favor of the Party
B under the Pooling and Servicing Agreement, neither Party A nor Party B is
permitted to assign, novate or transfer (whether by way of security or
otherwise) as a whole or in part any of its rights, obligations or interests
under this Agreement or any Transaction without the prior written consent of the
other party; provided, however, that (i) Party A may make such a transfer of
this Agreement pursuant to a consolidation or amalgamation with, or merger with
or into, or transfer of substantially all of its assets to, another entity, or
an incorporation, reincorporation or reconstitution, and (ii) Party A may
transfer this Agreement to any Person, including, without limitation, another of
Party A's offices, branches or affiliates (any such Person, office, branch or
affiliate, a "Transferee") on at least five Business Days' prior written notice
to Party B; provided that, with respect to clause (ii), (A) as of the date of
such transfer the Transferee will not be required to withhold or deduct on
account of a Tax from any payments under this Agreement unless the Transferee
will be required to make payments of additional amounts pursuant to Section
2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or
Event of Default does not occur under this Agreement as a result of such
transfer; (C) such notice is accompanied by a written instrument pursuant to
which the Transferee acquires and assumes the rights and obligations of Party A
so transferred; and (D) Party A will be responsible for any costs or expenses
incurred in connection with such transfer. Party B will execute such
documentation as is reasonably deemed necessary by Party A for the effectuation
of any such transfer.
Except as specified otherwise in the documentation evidencing a transfer, a
transfer of all the obligations of Party A made in compliance with this Section
7 will constitute an acceptance and assumption of such obligations (and any
related interests so transferred) by the Transferee, a novation of the
transferee in place of Party A with respect to such obligations (and any related
interests so transferred), and a release and discharge by Party B of Party A
from, and an agreement by Party B not to make any claim for payment, liability,
or otherwise against Party A with respect to, such obligations from and after
the effective date of the transfer.
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In addition, Party A may transfer this Agreement without the prior consent of
the Trustee, on behalf of Party B, to an affiliate that satisfies the
Counterparty Rating Requirement or that has furnished a guarantee of the
obligations under this Agreement from a guarantor that that satisfies the
Counterparty Rating Requirement.
(H) NOTICE OF CERTAIN EVENTS OR CIRCUMSTANCES. Each party agrees, upon learning
of the occurrence or existence of any event or condition that constitutes (or
that with the giving of notice or passage of time or both would constitute) an
Event of Default or Termination Event with respect to such party, promptly to
give the other party notice of such event or condition (or, in lieu of giving
notice of such event or condition in the case of an event or condition that with
the giving of notice or passage of time or both would constitute an Event of
Default or Termination Event with respect to the party, to cause such event or
condition to cease to exist before becoming an Event of Default or Termination
Event); provided that failure to provide notice of such event or condition
pursuant to this Part 5(h) shall not constitute an Event of Default or a
Termination Event.
(I) REGARDING PARTY A. Party B acknowledges and agrees that Party A has had and
will have no involvement in and, accordingly Party A accepts no responsibility
for: (i) the establishment, structure, or choice of assets of the Trust; (ii)
the selection of any person performing services for or acting on behalf of Party
B or the Trust; (iii) the selection of Party A as the Counterparty; (iv) the
terms of the Certificates; (v) (subject to the Indemnification Agreement) the
preparation of or passing on the disclosure and other information contained in
any offering circular for the Certificates, the Pooling and Servicing Agreement,
or any other agreements or documents used by any party in connection with the
marketing and sale of the Certificates; (vi) the ongoing operations and
administration of the Trust, including the furnishing of any information to
Party B which is not specifically required under this Agreement; or (vii) any
other aspect of the Trust's existence.
(L) COMMODITY EXCHANGE ACT. Each party represents to the other party on and as
of the date hereof and on each date on which a Transaction is entered into among
them that:
(i) such party is an "eligible contract participant" as defined in the
U.S. Commodity Exchange Act (the "CEA");
(ii) neither this Agreement nor any Transaction has been executed or
traded on a "trading facility" as such term is defined in the CEA; and
(iii) such party is entering into each Transaction in connection with
its business or a line of business and the terms of this Agreement and
each Transaction have been individually tailored and negotiated.
(M) TRUSTEE CAPACITY. It is expressly understood and agreed by the parties
hereto that (i) this Agreement is executed and delivered by Deutsche Bank Trust
Company Americas, not in its individual capacity but solely as Trustee for the
Trust under the Pooling and Servicing Agreement, in the exercise of the powers
and authority conferred upon and vested in it thereunder, (ii) each of the
representations, warranties, covenants, undertakings and agreements herein made
on the part of Party B has not been made or intended as a representation,
warranty, covenant, undertaking or agreement by Deutsche Bank Trust Company
Americas, in its individual capacity, but is made and intended for the purpose
of binding only the assets of the Trust available therefor in accordance with
the terms of the Pooling and Servicing Agreement, (iii) nothing herein contained
shall be construed as creating any liability on Deutsche Bank Trust Company
Americas, in its individual capacity, 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 and (iv) under no circumstances shall Deutsche Bank Trust Company
Americas, in its individual capacity, be liable for the payment of any
indebtedness or expenses of Party B or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by Party
B under this Agreement or any other related document, as to all of which
recourse shall be had solely to the assets of the Trust in accordance with the
terms of the Pooling and Servicing Agreement.
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(N) REGULATION AB. In accordance with the Indemnification Agreement, Party A
may, in lieu of providing Cap Financial Disclosure (as defined in the
Indemnification Agreement), within 10 Business Days after a request for Cap
Financial Disclosure pursuant to the terms of the Indemnification Agreement, (i)
assign this Agreement at its own cost to another entity that has agreed to
provide Cap Financial Disclosure with respect to itself (and which satisfies the
Counterparty Rating Requirement) or (ii) obtain a guaranty of Party A's
obligations under this Agreement from an affiliate of Party A that is able to
comply with the financial information disclosure requirements of Item 1115 of
Regulation AB, such that disclosure provided in respect of the affiliate will
satisfy any disclosure requirements applicable to Party A, and cause such
affiliate to provide Cap Financial Disclosure; provided, that the failure of
Party A to so assign or obtain a guaranty will not constitute an Event of
Default under this Agreement. If Party A neither (a) provides Cap Financial
Disclosure pursuant to the Indemnification Agreement, (b) assigns this Agreement
in accordance with this Part 5(n) nor (c) obtains a guaranty of Party A's
obligations under this Agreement from an affiliate of Party A in accordance with
this Part 5(n), an Additional Termination Event will occur as provided in Part
1(h)(4).
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IN WITNESS WHEREOF, the parties have executed this Schedule by their
duly authorized representatives as of the date of the Agreement.
CREDIT SUISSE INTERNATIONAL DEUTSCHE BANK TRUST COMPANY AMERICAS,
NOT IN ITS INDIVIDUAL CAPACITY BUT
SOLELY AS TRUSTEE ON BEHALF OF THE TRUST
CREATED UNDER THE POOLING AND SERVICING
AGREEMENT IN RESPECT OF RALI SERIES
2006-QA9 TRUST
By:________________________________ By:________________________________
Name: Name:
Title: Title:
By:________________________________
Name:
Title:
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