THE BANK OF NEW YORK [GRAPHIC OMITTED]
Dated: July 28, 2006
RATE CAP TRANSACTION
RE: BNY REFERENCE NO. 38102
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 38103, 38154 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
1
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
Certificate Principal Balance of the Class
I-A-5 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
Certificate Principal Balance of the Class
I-A-5 Certificates is less than the Schedule
I attached hereto.
Trade Date: July 6, 2006
Effective Date: August 25, 2006
Termination Date: May 25, 2011, subject to adjustment in
accordance with the Following Business Day
Convention.
FIXED AMOUNTS:
Fixed Amount Payer: Deutsche Bank Securities Inc.
Fixed Amount: USD 464,000.00
Fixed Amount
Payment Date: July 28, 2006
FLOATING AMOUNTS:
Floating Rate Payer: BNY
Cap Rate: 5.30%
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.
2
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 8.80% then the Floating Rate
for such Calculation Period shall be deemed
equal to 8.80%.
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:
3
(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:
4
(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 DATE BY WHICH COVERED BY SECTION
DELIVER DOCUMENT FORM/DOCUMENT/ CERTIFICATE TO BE DELIVERED 3(D) REPRESENTATION
BNY and Any document required or reasonably Upon the execution and Yes
Counterparty requested to allow the other party to delivery of this
make payments under this Agreement Agreement
without any deduction or withholding
for or on the account of any tax.
5
(b) Other documents to be delivered are:
PARTY REQUIRED TO FORM/DOCUMENT/ CERTIFICATE DATE BY WHICH TO COVERED BY SECTION
DELIVER DOCUMENT BE DELIVERED 3(D) REPRESENTATION
BNY A certificate of an authorized officer Upon the execution and Yes
of the party, as to the incumbency and delivery of this
authority of the respective officers of Agreement
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 Upon the execution and Yes
and Servicing Agreement, and (ii) an delivery of this
incumbency certificate verifying Agreement
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 Promptly after request Yes
available regulatory call report. by the other party
BNY Legal Opinion as to enforceability of Upon the execution and Yes
this Agreement delivery of this
Agreement.
Counterparty Certified copy of the Board of Directors Upon the execution and Yes
resolution (or equivalent authorizing delivery of this
documentation) which sets forth the Agreement.
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.
6
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):
7
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.
8
(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.
9
(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.
10
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.
11
(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
12
(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.
13
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.
14
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 Au-Xxxxx at 000-000-0000/5837.
Once we receive this we will send you two original confirmations for execution.
15
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:
16
The Counterparty, acting through its duly authorized signatory, hereby 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:
17
SCHEDULE I
------------------------------------------------
ACCRUAL START ACCRUAL END NOTIONAL AMOUNT (IN
DATE DATE USD)
------------------------------------------------
8/25/2006 9/25/2006 24,920,075.00
------------------------------------------------
9/25/2006 10/25/2006 24,840,150.00
------------------------------------------------
10/25/2006 11/25/2006 24,760,225.00
------------------------------------------------
11/25/2006 12/25/2006 24,680,300.00
------------------------------------------------
12/25/2006 1/25/2007 24,600,375.00
------------------------------------------------
1/25/2007 2/25/2007 24,520,450.00
------------------------------------------------
2/25/2007 3/25/2007 24,440,525.00
------------------------------------------------
3/25/2007 4/25/2007 24,360,600.00
------------------------------------------------
4/25/2007 5/25/2007 24,280,675.00
------------------------------------------------
5/25/2007 6/25/2007 24,200,750.00
------------------------------------------------
6/25/2007 7/25/2007 24,120,825.00
------------------------------------------------
7/25/2007 8/25/2007 24,040,900.00
------------------------------------------------
8/25/2007 9/25/2007 23,960,975.00
------------------------------------------------
9/25/2007 10/25/2007 23,881,050.00
------------------------------------------------
10/25/2007 11/25/2007 23,801,125.00
------------------------------------------------
11/25/2007 12/25/2007 23,721,200.00
------------------------------------------------
12/25/2007 1/25/2008 23,641,275.00
------------------------------------------------
1/25/2008 2/25/2008 23,561,350.00
------------------------------------------------
2/25/2008 3/25/2008 23,481,425.00
------------------------------------------------
3/25/2008 4/25/2008 23,401,500.00
------------------------------------------------
4/25/2008 5/25/2008 23,321,575.00
------------------------------------------------
5/25/2008 6/25/2008 23,241,650.00
------------------------------------------------
6/25/2008 7/25/2008 23,161,725.00
------------------------------------------------
7/25/2008 8/25/2008 23,081,800.00
------------------------------------------------
8/25/2008 9/25/2008 23,001,875.00
------------------------------------------------
9/25/2008 10/25/2008 22,921,950.00
------------------------------------------------
10/25/2008 11/25/2008 22,842,025.00
------------------------------------------------
11/25/2008 12/25/2008 22,762,100.00
------------------------------------------------
12/25/2008 1/25/2009 22,682,175.00
------------------------------------------------
1/25/2009 2/25/2009 22,602,250.00
------------------------------------------------
2/25/2009 3/25/2009 22,522,325.00
------------------------------------------------
3/25/2009 4/25/2009 22,442,400.00
------------------------------------------------
4/25/2009 5/25/2009 22,362,475.00
------------------------------------------------
18
------------------------------------------------
5/25/2009 6/25/2009 22,282,550.00
------------------------------------------------
6/25/2009 7/25/2009 22,128,779.81
------------------------------------------------
7/25/2009 8/25/2009 20,796,115.43
------------------------------------------------
8/25/2009 9/25/2009 19,498,650.16
------------------------------------------------
9/25/2009 10/25/2009 18,235,800.93
------------------------------------------------
10/25/2009 11/25/2009 17,006,994.34
------------------------------------------------
11/25/2009 12/25/2009 15,811,666.45
------------------------------------------------
12/25/2009 1/25/2010 14,649,262.67
------------------------------------------------
1/25/2010 2/25/2010 13,519,237.55
------------------------------------------------
2/25/2010 3/25/2010 12,421,054.68
------------------------------------------------
3/25/2010 4/25/2010 11,354,186.50
------------------------------------------------
4/25/2010 5/25/2010 10,318,114.20
------------------------------------------------
5/25/2010 6/25/2010 9,312,327.54
------------------------------------------------
6/25/2010 7/25/2010 8,336,324.70
------------------------------------------------
7/25/2010 8/25/2010 7,389,612.20
------------------------------------------------
8/25/2010 9/25/2010 6,471,704.68
------------------------------------------------
9/25/2010 10/25/2010 5,582,124.84
------------------------------------------------
10/25/2010 11/25/2010 4,720,403.26
------------------------------------------------
11/25/2010 12/25/2010 3,886,078.30
------------------------------------------------
12/25/2010 1/25/2011 3,078,695.95
------------------------------------------------
1/25/2011 2/25/2011 2,297,809.70
------------------------------------------------
2/25/2011 3/25/2011 1,542,980.46
------------------------------------------------
3/25/2011 4/25/2011 813,776.38
------------------------------------------------
4/25/2011 5/25/2011 109,772.77
------------------------------------------------
19
