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RALI SERIES 2006-QA9 TRUST | CREDIT SUISSE INTERNATIONAL | DEUTSCHE BANK TRUST COMPANY AMERICAS. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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CAP SCHEDULE
SCHEDULE
to
the
MASTER
AGREEMENT
dated as of
October 30, 2006
between
CREDIT SUISSE INTERNATIONAL, AND
DEUTSCHE BANK TRUST
COMPANY
an unlimited company incorporated
AMERICAS, not in
its individual
under the laws of England and Wales
capacity but solely as
trustee on
("PARTY A") behalf of the trust
created under
the Pooling and Servicing
Agreement
in respect of
RALI SERIES
2006-QA9 TRUST
("PARTY B")
PART
1
TERMINATION
PROVISIONS
In this Agreement:-
(A) SPECIFIED ENTITY. "Specified Entity" shall have no meaning in
relation to
Party A or Party B.
(B) SPECIFIED TRANSACTION. Specified Transaction will have the meaning
specified
in Section 14.
(C) CERTAIN EVENTS OF DEFAULT. The following Events of Default will apply to
the
parties as specified below, and the
definition of "Event of Default" in Section
14 is deemed to be modified accordingly:
Section 5(a)(i)
(Failure To Pay or Deliver) will
apply to Party A and
will apply to Party B. Section
5(a)(ii) (Breach of Agreement) will apply
to Party A and will apply to
Party B.
Section 5(a)(iii)
(Credit Support Default) will apply to Party A and
Party B (but only to the
extent that Party A has Transferred
Eligible
Credit Support pursuant to the
Credit Support Annex).
Section 5(a)(iv)
(Misrepresentation) will apply
to Party A and will
apply to Party B. Section 5(a)(v)
(Default Under Specified Transaction)
will not apply to Party A or
Party B.
Section 5(a)(vi)
(Cross Default) will
apply to Party A and will not
apply to Party B. "Threshold
Amount" means, in respect of Party A, 3% of
shareholders' equity of Party A.
Section 5(a)(vii) (Bankruptcy) will apply to Party A and will
not apply
to Party B. Section 5(a)(viii)
(Merger Without Assumption) will apply to
Party A and will not apply to
Party B.
(D) TERMINATION EVENTS. The "Illegality" provision of Section 5(b)(i), the "Tax
Event" provision of Section
5(b)(ii), the "Tax Event
Upon Merger" provision of
Section 5(b)(iii) and the
"Credit Event Upon Merger"
provision of Section
5(b)(iv) will apply to both Party A and Party B.
(E) AUTOMATIC EARLY TERMINATION. The
"Automatic Early Termination" provision of
Section 6(a) will not apply to Party A or Party B.
1
<PAGE>
(F) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e), the Second
Method and Market Quotation will apply.
(G) TERMINATION CURRENCY. "Termination Currency" means United States
Dollars.
(H) ADDITIONAL TERMINATION EVENT.
Each of the following
shall be an Additional Termination
Event with
respect to Party B as the sole
Affected Party:-
(1) TERMINATION
OF TRUST. The
termination of the obligations
and
responsibilities of the parties to the Pooling and
Servicing Agreement
pursuant to Section 9.01 of the
Pooling and Servicing Agreement.
(2) AMENDMENT OF POOLING AND
SERVICING AGREEMENT. Party B shall fail to
comply with Part 5(i) of this
Schedule.
(3) COUNTERPARTY
RATING AGENCY DOWNGRADE.
If Party A no longer has a
long-term credit rating of at least A (or its
equivalent) from at least
one of the Rating Agencies
rating the Certificates (a
"Counterparty
Rating Agency Downgrade"), provided that none of the following events
shall occur: Party A shall, no later than the 30th day following
the
Counterparty Rating
Agency Downgrade, either (1) obtain a substitute
Counterparty that is a bank or other financial institution
that has a
long-term credit rating of at least A (or its equivalent)
from at least
one of the Rating Agencies rating
the Certificates (the
"Counterparty
Rating Requirement"), (2)
obtain a guaranty of or a contingent agreement
of another person with a long-term credit rating of at least A (or its
equivalent) from
at least one of
the Rating Agencies
rating the
Certificates to
honor Party A's
obligations hereunder, (3)
post
collateral under the Credit Support Annex
attached hereto and made a
part hereof,
or (4) restore its long-term credit rating to at least A
(or its equivalent) from at least one of the Rating Agencies
rating the
Certificates. As used herein: (i) "Moody's" means
Moody's Investors
Service, Inc., or any successor
nationally recognized statistical rating
organization, (ii) "S&P" means Standard & Poor's Ratings Services,
a
division of The McGraw-Hill
Companies, Inc. or any successor
nationally
recognized statistical rating organization,
and (iii) "Rating Agency"
means Moody's and S&P.
(4) REGULATION AB. Party A neither
(a) provides Cap Financial Disclosure
(as defined in Part 5(n)) pursuant
to the Indemnification Agreement
dated as of October 26, 2006,
among Residential Accredit Loans, Inc.,
Residential Funding
Company, LLC and Party
A (the "Indemnification
Agreement"), (b) assigns
this Agreement in accordance with Part 5(n) nor
(c) obtains a guaranty of Party A's
obligations under this Agreement
from an affiliate of Party A that is able to comply with
the financial
information disclosure requirements of Item 1115 of Regulation AB,
such
that disclosure
provided in respect of the affiliate
will satisfy any
disclosure requirements applicable to Party A, and cause
such affiliate
to provide Cap Financial
Disclosure. For all purposes of this Agreement,
Party A shall be the sole
Affected Party with respect to the
occurrence
of a Termination
Event described in
this Part 1(h)(4);
provided,
however, that notwithstanding
Section 6(b)(iv) of the Agreement,
either
Party A or Party B may designate
an Early Termination Date following the
occurrence of the Termination
Event described in this Part 1(h)(4).
2
<PAGE>
PART
2
TAX
REPRESENTATIONS
(A) PAYER TAX REPRESENTATIONS. For the
purpose of Section 3(e), Party A and
Party B each makes the following representation:-
It is not required by any
applicable law, as modified by the practice of
any relevant
governmental revenue authority,
of any Relevant
Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment
(other than interest
under Section 2(e),
6(d)(ii) or
6(e)) to be made by it to the other
party under this
Agreement. In making this
representation, it may rely on:-
(i) the
accuracy of any representation made
by the other party
pursuant to Section 3(f);
(ii) the satisfaction of the agreement of the
other party contained in
Section 4(a)(i) or 4(a)(iii) and the accuracy
and effectiveness
of any document provided by the other party pursuant to Section
4(a)(i) or 4(a)(iii); and
(iii) the satisfaction of the agreement of the
other party contained in
Section 4(d);
provided that it shall
not be a breach of this representation where
reliance is placed on clause
(ii), and the other party does not
deliver
a form or document
under Section 4(a)(iii)
by reason of
material
prejudice to its legal or
commercial position.
(B) PAYEE TAX
REPRESENTATIONS. For the purpose of Section 3(f),
(i) Party A makes the
following representation to Party B:
(A) Party A is
entering into each Transaction
in the ordinary
course of its
trade as, and is, a
recognized UK bank as
defined in
Section 840A of the UK
Income and Corporation
Taxes Act of 1988.
(B) Party A
has been approved
as a Withholding
Foreign
Partnership by the US
Internal Revenue Service.
(C) Party A's
Withholding Foreign Partnership Employer
Identification Number
is 98-0330001.
(D) Party A is a partnership
that agrees to
comply with any
withholding obligation
under Section 1446 of the Internal
Revenue Code.
(ii) Party B makes no Payee Tax
Representations.
3
<PAGE>
PART
3
AGREEMENT TO
DELIVER DOCUMENTS
Each party agrees to deliver the following documents as applicable:-
(a) For the purpose of Section 4(a)(i), tax forms, documents or certificates to
be delivered are:-
PARTY REQUIRED TO
FORM/DOCUMENT/ DATE BY WHICH
DELIVER DOCUMENT
CERTIFICATE TO BE DELIVERED
Party A U.S. Internal (i) Before the
Revenue
Service first Payment
Form W-8IMY
or Date under this
any successor Agreement, such
forms thereto form to be
updated at the beginning
of each
succeeding
three-calendar-year
period after the first payment date
under this Agreement, (ii)
promptly
upon reasonable demand by Party B,
and (iii) promptly
upon learning
that any such
Form previously
provided by Party
A has become
obsolete or incorrect.
(b) For the purpose of Section 4(a)(ii), other documents to be delivered are:-
PARTY REQUIRED TO
FORM/DOCUMENT/ DATE BY
WHICH COVERED BY
DELIVER DOCUMENT CERTIFICATE TO BE DELIVERED SECTION 3(D)
REPRESENTATION
Party A and Evidence Upon execution Yes
Party B reasonably this Agreement
satisfactory
to and, if
the other party requested, upon
as to the
names, execution of
true
signatures any Confirmation
and authority of
the officers or
officials
signing this
Agreement or any
Confirmation on
its behalf
Party A A copy of the Upon request, Yes
annual report as soon as
for such
party publicly
containing available
audited or
certified
financial
statements for
the most
recently ended
financial year
4
<PAGE>
PARTY REQUIRED TO
FORM/DOCUMENT/ DATE BY
WHICH COVERED BY
DELIVER DOCUMENT CERTIFICATE TO BE DELIVERED SECTION 3(D)
REPRESENTATION
Party A An opinion of Upon execution No
counsel to
such of this
party
reasonably Agreement
satisfactory in
form and
substance to the
other party
covering the
enforceability
of this
Agreement
against such
party
Party B Executed
copies Not later than No
of the Pooling 15 days after
and Servicing the Effective
Agreement and Date of any
such other Confirmation.
documents as
requested by
Party A.
Party B Monthly At such times No
Statements,
as as such Monthly
set forth in
