Rate Cap Transaction Confirmation Agreement between The Bank of New York and Deutsche Bank Trust Company Americas as Trustee for RALI Series 2006-QS9 Trust

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Summary

This agreement confirms the terms of a rate cap transaction between The Bank of New York and Deutsche Bank Trust Company Americas, acting as trustee for the RALI Series 2006-QS9 Trust. The agreement sets a cap on interest rates for certain mortgage-backed securities, specifying payment terms, calculation methods, and conditions for amendments or transfers. The arrangement is governed by ISDA standards and includes provisions to protect the interests of both parties, with a term from August 25, 2006, to May 25, 2011.

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EX-10.4 5 qs9cap2.txt RALI 2006-QS9 CAP 2 CONFIRMATION 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 McGraw-Hill Companies, Inc ("S&P") and Moody's 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 ###-###-####. (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 32 Old Slip 15th Floor New York, New York 10286 Attention: Steve Lawler with a copy to: The Bank of New York Swaps and Derivative Products Group 32 Old Slip 16th Floor New York, New York 10286 Attention: Andrew Schwartz Tele: 212 ###-###-#### Fax: 212 ###-###-####/5837 (For all purposes) Address for notices or communications to the Counterparty: Deutsche Bank Trust Company Americas Attn: Trust Administration- RALI 2006-QS9 1761 East St. Andrew Place Santa Ana, CA 92705 With a copy to: Residential Funding Corporation 8400 Normandale Lake Blvd, Suite 600 Minneapolis, MN 55437 Attn: Rory Bluhm (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 Moody's, 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 Moody's, 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 Moody's 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 Moody's, 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 32 Old Slip, 16th Floor New York, New York 10286 Attention: Renee Etheart ABA #021000018 Account #890-0068-175 Reference: Interest Rate Cap Payments to Counterparty: Deutsche Bank Trust Company Americas ABA 021-001-033 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: Kenny Au-Yeung at ###-###-####/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