Dated: February 27, 2006
Rate Cap Transaction
Re: BNY Reference No. 37303
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 U.S. Bank National Association, not individually, but solely as Trustee on behalf
of RALI 2006-QS2 (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. 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 February 1, 2006, to the Standard Terms of Pooling and Servicing Agreement, dated as of
February 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 amount set forth for such period on Schedule I
attached hereto.
Trade Date: February 7, 2006
Effective Date: March 25, 2006
Termination Date: April 25, 2015, subject to adjustment in accordance with the Following Business Day
Convention.
Fixed Amounts:
Fixed Amount Payer: Counterparty
Fixed Amount: USD 1,763,000.00
Fixed Amount
Payment Date: February 28, 2006 subject to adjustment in accordance with the Following Business Day
Convention.
Floating Amounts:
Floating Rate Payer: BNY
Cap Rate: 5.00%
Floating Rate Payer
Period End Dates: The 25th calendar day of each month during the Term of this Transaction, commencing April
25, 2006 and ending on the Termination Date, subject to adjustment in accordance with the
Following Business Day Convention.
Unadjusted for Period
End Dates: Applicable
Floating Rate Payer
Payment Dates: Early Payment shall be applicable. The Floating Rate Payer Payment Date shall be two (2)
Business Day 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 9.00% then the Floating Rate for such
Calculation Period shall be deemed equal to 9.00%.
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
Business Day Convention: Following
Calculation Agent: BNY
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"), Xxxxx'x Investors Service, Inc. ("Xxxxx'x") and Xxxxx Ratings ("Fitch"), (the "Rating
Agencies"), has been provided notice of the same and confirms in writing (including by facsimile transmission) within five
Business Days after such notice is given that it will not downgrade, qualify, withdraw or otherwise modify its then-current
rating of the Class 1A-10 Certificates (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 12 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 Delivery of execution copy Yes
Agreement, and (ii) an incumbency certificate within 15 days of closing
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 the Swap Upon the execution and Yes
Agreement 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:
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attn: RALI Series 2006-QS2 Trust
Fax: 000-000-0000
(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) Non-Recourse. Notwithstanding any provision herein or in the ISDA Form Master Agreement to the contrary,
the obligations of Counterparty hereunder are limited recourse obligations of Counterparty, payable solely
from the Trust Fund (as defined in the Pooling and Servicing Agreement) and the proceeds thereof to satisfy
Counterparty's obligations hereunder. In the event that the Trust Fund and proceeds thereof should be
insufficient to satisfy all claims outstanding and following the realization of the Trust Fund and the
distribution of the proceeds thereof in accordance with the Pooling and Servicing Agreement, any claims
against or obligations of Counterparty under the ISDA Form Master Agreement or any other confirmation
thereunder, still outstanding shall be extinguished and thereafter not revive.
(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 not be deemed 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 U.S. Bank National Association, 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.
(i) ERISA. (Pension Plans). It is not a pension plan or employee benefits plan and it is not using assets of
any such plan or assets deemed to be assets of such a plan in connection with this Transaction.
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. Additional Termination Events will apply. If a Ratings Event has occurred and BNY
has not, within 30 days, complied with Section 9 below, then an Additional Termination Event shall have occurred
with respect to BNY and BNY shall be the sole Affected Party with respect to such an Additional Termination Event.
9) Ratings Event.
(i) For purposes of this Transaction:
(a) "Qualifying Ratings" means, with respect to BNY (or any applicable credit support provider or any
party to which this Agreement may be assigned pursuant to (9)(ii) below):
(x) a rating by Xxxxx'x of its short-term unsecured and unsubordinated debt that exceeds "P-1
on watch for downgrade", and of its long-term unsecured and unsubordinated debt that
exceeds "A1 on watch for downgrade" (or, if it has no short-term unsecured and
unsubordinated debt rating, a long term rating that exceeds "Aa3 on watch for downgrade"),
or
(y) a rating by S&P or "F-1" by Fitch of its short-term unsecured and unsubordinated debt
rating that equals or exceeds "A-1".
(b) 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 Fitch.
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 thereafter, each of Xxxxx'x, S&P and Fitch 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.
(c) "Rating Agency Condition" means, with respect to any particular proposed act or omission to act
hereunder, that the Counterparty shall have received prior written confirmation from each of
Xxxxx'x, S&P and Fitch, 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.
(ii) Ratings Event. Subject to satisfaction of the Rating Agency Condition, 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:
(x) assign this Transaction to a third party, the ratings of the debt of which (or the ratings of the
debt of the credit support provider of which) meet or exceed the Qualifying Ratings, on terms
substantially similar to this Agreement, which party is approved by the Counterparty, such approval
not to be unreasonably withheld,
(y) obtain a guaranty of, or a contingent agreement of, another person, the ratings of the debt of
which (or the ratings of the debt of the credit support provider 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
(z) establish any other arrangement approved by the Counterparty, such approval not to be unreasonably
withheld and satisfactory to Xxxxx'x, S&P and Fitch which will be sufficient to restore the
immediately prior ratings of their 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.
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 U.S. Bank National
Association ("U.S. Bank"), not individually or personally, but solely as Trustee of the RALI Series 2006-QS2 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-QS2 Trust is made and intended not as
personal representations, undertakings and agreements by U.S. Bank but is made and intended for the purpose of
binding only the RALI Series 2006-QS2 Trust, (c) nothing herein contained shall be construed as creating any
liability on U.S. Bank, 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 U.S. Bank 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 U.S. Bank be personally liable for the payment of any
indebtedness or expenses of the RALI Series 2006-QS2 Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the RALI Series 2006-QS2 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:
U.S. Bank National Association
ABA No: 000000000
Acct No. 1731-0332-2058
Reference: RALI Series 2006-QS2 Trust
Attn: Xxxx Xxxxxxxxx
Ref Account No: 793010000
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: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Vice President
The Counterparty, acting through its duly authorized signatory, xxxxxx agrees to, accepts and confirms the terms of the foregoing as
of the Trade Date.
U.S. BANK NATIONAL ASSOCIATION
SOLELY AS TRUSTEE FOR RALI-2006 QS2
By: /s/ Xxxxxx Xxxxxx-Xxxx
Name: Xxxxxx Xxxxxx-Xxxx
Title: Vice President
SCHEDULE I
All dates subject to adjustment in accordance with the Following Business Day Convention.
------------------------------------------------------------------------
Notional Amount: in
ACCRUAL START DATE ACCRUAL END DATE USD
------------------------------------------------------------------------
3/25/2006 4/25/2006 104,956,531.71
------------------------------------------------------------------------
4/25/2006 5/25/2006 104,123,260.46
------------------------------------------------------------------------
5/25/2006 6/25/2006 103,173,846.29
------------------------------------------------------------------------
6/25/2006 7/25/2006 102,110,136.63
------------------------------------------------------------------------
7/25/2006 8/25/2006 100,934,190.27
------------------------------------------------------------------------
8/25/2006 9/25/2006 99,648,273.89
------------------------------------------------------------------------
9/25/2006 10/25/2006 98,254,857.79
------------------------------------------------------------------------
10/25/2006 11/25/2006 96,756,611.04
------------------------------------------------------------------------
11/25/2006 12/25/2006 95,156,396.02
------------------------------------------------------------------------
12/25/2006 1/25/2007 93,457,460.71
------------------------------------------------------------------------
1/25/2007 2/25/2007 91,751,558.14
------------------------------------------------------------------------
2/25/2007 3/25/2007 90,072,393.74
------------------------------------------------------------------------
3/25/2007 4/25/2007 88,419,641.04
------------------------------------------------------------------------
4/25/2007 5/25/2007 86,792,977.41
------------------------------------------------------------------------
5/25/2007 6/25/2007 85,192,083.97
------------------------------------------------------------------------
6/25/2007 7/25/2007 83,616,645.59
------------------------------------------------------------------------
7/25/2007 8/25/2007 82,066,350.80
------------------------------------------------------------------------
8/25/2007 9/25/2007 80,540,891.78
------------------------------------------------------------------------
9/25/2007 10/25/2007 79,039,964.29
------------------------------------------------------------------------
10/25/2007 11/25/2007 77,563,267.67
------------------------------------------------------------------------
11/25/2007 12/25/2007 76,110,504.73
------------------------------------------------------------------------
12/25/2007 1/25/2008 74,681,381.79
------------------------------------------------------------------------
1/25/2008 2/25/2008 73,275,608.59
------------------------------------------------------------------------
2/25/2008 3/25/2008 71,892,898.22
------------------------------------------------------------------------
3/25/2008 4/25/2008 70,532,967.17
------------------------------------------------------------------------
4/25/2008 5/25/2008 69,195,535.21
------------------------------------------------------------------------
5/25/2008 6/25/2008 67,880,325.38
------------------------------------------------------------------------
6/25/2008 7/25/2008 66,587,063.96
------------------------------------------------------------------------
7/25/2008 8/25/2008 65,315,480.40
------------------------------------------------------------------------
8/25/2008 9/25/2008 64,065,307.34
------------------------------------------------------------------------
9/25/2008 10/25/2008 62,836,280.50
------------------------------------------------------------------------
10/25/2008 11/25/2008 61,628,138.70
------------------------------------------------------------------------
11/25/2008 12/25/2008 60,440,623.80
------------------------------------------------------------------------
12/25/2008 1/25/2009 59,273,480.68
------------------------------------------------------------------------
1/25/2009 2/25/2009 58,126,457.16
------------------------------------------------------------------------
2/25/2009 3/25/2009 56,999,304.03
------------------------------------------------------------------------
3/25/2009 4/25/2009 55,891,774.97
------------------------------------------------------------------------
4/25/2009 5/25/2009 54,803,626.52
------------------------------------------------------------------------
5/25/2009 6/25/2009 53,734,618.06
------------------------------------------------------------------------
6/25/2009 7/25/2009 52,684,511.77
------------------------------------------------------------------------
7/25/2009 8/25/2009 51,653,072.59
------------------------------------------------------------------------
8/25/2009 9/25/2009 50,640,068.22
------------------------------------------------------------------------
9/25/2009 10/25/2009 49,645,269.03
------------------------------------------------------------------------
10/25/2009 11/25/2009 48,668,448.07
------------------------------------------------------------------------
11/25/2009 12/25/2009 47,709,381.04
------------------------------------------------------------------------
12/25/2009 1/25/2010 46,767,846.23
------------------------------------------------------------------------
1/25/2010 2/25/2010 45,843,624.51
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2/25/2010 3/25/2010 44,936,499.32
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3/25/2010 4/25/2010 44,046,256.57
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4/25/2010 5/25/2010 43,172,684.69
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5/25/2010 6/25/2010 42,315,574.56
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6/25/2010 7/25/2010 41,474,719.48
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7/25/2010 8/25/2010 40,649,915.15
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8/25/2010 9/25/2010 39,840,959.64
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9/25/2010 10/25/2010 39,047,653.36
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10/25/2010 11/25/2010 38,269,799.04
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11/25/2010 12/25/2010 37,507,201.69
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12/25/2010 1/25/2011 36,759,475.51
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1/25/2011 2/25/2011 36,026,627.17
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2/25/2011 3/25/2011 35,308,468.34
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3/25/2011 4/25/2011 34,647,354.47
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4/25/2011 5/25/2011 34,000,335.34
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5/25/2011 6/25/2011 33,367,229.36
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6/25/2011 7/25/2011 32,747,857.01
------------------------------------------------------------------------
7/25/2011 8/25/2011 32,142,040.87
------------------------------------------------------------------------
8/25/2011 9/25/2011 31,549,605.55
------------------------------------------------------------------------
9/25/2011 10/25/2011 30,970,377.69
------------------------------------------------------------------------
10/25/2011 11/25/2011 30,404,185.95
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11/25/2011 12/25/2011 29,850,860.95
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12/25/2011 1/25/2012 29,310,235.25
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1/25/2012 2/25/2012 28,782,143.37
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2/25/2012 3/25/2012 28,266,421.72
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3/25/2012 4/25/2012 27,776,353.40
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4/25/2012 5/25/2012 27,298,197.81
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5/25/2012 6/25/2012 26,831,797.75
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6/25/2012 7/25/2012 26,376,997.79
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7/25/2012 8/25/2012 25,933,644.33
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8/25/2012 9/25/2012 25,501,585.52
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9/25/2012 10/25/2012 25,080,671.26
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10/25/2012 11/25/2012 24,670,753.19
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11/25/2012 12/25/2012 24,271,684.65
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12/25/2012 1/25/2013 23,883,320.67
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1/25/2013 2/25/2013 23,505,517.93
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2/25/2013 3/25/2013 22,685,280.15
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3/25/2013 4/25/2013 21,674,008.30
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4/25/2013 5/25/2013 20,672,531.36
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5/25/2013 6/25/2013 19,680,715.58
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6/25/2013 7/25/2013 18,698,428.77
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7/25/2013 8/25/2013 17,725,540.25
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8/25/2013 9/25/2013 16,761,920.85
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9/25/2013 10/25/2013 15,807,442.91
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10/25/2013 11/25/2013 14,861,980.21
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11/25/2013 12/25/2013 13,925,408.00
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12/25/2013 1/25/2014 12,997,602.96
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1/25/2014 2/25/2014 12,078,443.20
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2/25/2014 3/25/2014 11,167,808.22
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3/25/2014 4/25/2014 10,288,356.26
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4/25/2014 5/25/2014 9,416,767.49
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5/25/2014 6/25/2014 8,552,930.96
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6/25/2014 7/25/2014 7,696,737.00
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7/25/2014 8/25/2014 6,848,077.22
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8/25/2014 9/25/2014 6,006,844.44
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9/25/2014 10/25/2014 5,172,932.72
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10/25/2014 11/25/2014 4,346,237.34
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11/25/2014 12/25/2014 3,526,654.76
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12/25/2014 1/25/2015 2,714,082.65
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1/25/2015 2/25/2015 1,908,419.83
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2/25/2015 3/25/2015 1,109,566.27
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3/25/2015 4/25/2015 337,481.22
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