[GRAPHIC OMITTED][GRAPHIC OMITTED]
RALI Series 2006-QS12 Class II A5
CREDIT SUISSE INTERNATIONAL
One Cabot Square,
Telephone 020 7888 8888
London E14 4QJ
www.credit-suisse.com
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
One Cabot Square,
Telephone 020 7888 8888
London E14 4QJ
www.csfb.com
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
One Cabot Square,
Telephone 020 7888 8888
London E14 4QJ
www.csfb.com
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
One Cabot Square,
Telephone 020 7888 8888
London E14 4QJ
www.csfb.com
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
One Cabot Square,
Telephone 020 7888 8888
London E14 4QJ
www.csfb.com
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
One Cabot Square,
Telephone 020 7888 8888
London E14 4QJ
www.csfb.com
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
One Cabot Square,
Telephone 020 7888 8888
London E14 4QJ
www.csfb.com
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
One Cabot Square,
Telephone 020 7888 8888
London E14 4QJ
www.csfb.com
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
One Cabot Square,
Telephone 020 7888 8888
London E14 4QJ
www.csfb.com
September 2006
Deutsche Bank Trust Company Americas, not in its individual
capacity but solely as trustee on behalf of the Trust
created under the Pooling and Servicing Agreement in respect of
RALI 2006-QS12 Trust
External ID: 53148598N3
______________________________________________________________________________
Dear Sirs,
The purpose of this letter
agreement
(this
"Confirmation")
is to confirm the terms and
conditions
of the Swap
Transaction
entered
into
between
us
on
the
Trade
Date
specified
below
(the
"Swap
Transaction").
This
Confirmation constitutes a "Confirmation" as referred to in the
Agreement specified below.
IN THIS CONFIRMATION "CSIN" MEANS CREDIT SUISSE INTERNATIONAL AND
"COUNTERPARTY" MEANS DEUTSCHE BANK TRUST
COMPANY AMERICAS, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS
TRUSTEE ON BEHALF OF THE TRUST CREATED UNDER THE
POOLING AND SERVICING AGREEMENT IN RESPECT OF RALI 2006-QS12 TRUST.
1.
The definitions and provisions
contained in the 2000 ISDA Definitions (as published by the
International
Swaps and Derivatives
Association,
Inc.) are incorporated
into this
Confirmation.
In the event of any
inconsistency
between those
definitions and provisions and this
Confirmation,
this
Confirmation
will
govern.
This Confirmation
supplements,
forms part of, and is subject to, the 1992 ISDA Master Agreement
dated as
of 28 September
2006 as amended and
supplemented
from time to time (the
"Agreement"),
between you and
us. All
provisions
contained in the
Agreement
govern this
Confirmation
except as expressly
modified
below.
CSIN and
Counterparty
each
represents
to the other that it has entered into this Swap
Transaction
in
reliance upon such tax,
accounting,
regulatory,
legal,
and financial
advice as it deems necessary and
not upon any view expressed by the other.
2.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Transaction Type:
Rate Cap Transaction
Notional Amount:
USD
31,550,000,
subject to
amortization as set out in the
Additional Terms
Trade Date:
September 2006
Effective Date:
September 2006
Termination Date:
April 2018 subject to
adjustment
in accordance
with the Following
Business Day
Convention,
using No Adjustment to Period End Date.
Fixed Amounts:
Fixed Rate Payer:
Counterparty
Fixed Rate Payer
Payment Date:
September
2006,
subject
to
adjustment
in accordance
with the
Following
Business Day
Convention
Fixed Amount:
USD 158,000
Floating Amounts:
Floating Amount
Payer:
CSIN
Floating Rate
Payer Period End Dates:
The
25th
of
each
month,
commencing
on
October 2006,
and ending on the
Termination
Date,
inclusive,
subject
to
adjustment
in
accordance
with
the
Following
Business
Day
Convention,
using No Adjustment to Period End Dates.
Floating Rate Payer
Payment Dates:
One
Business Day prior to each
Floating
Rate Payer Period
End Date
Cap Rate:
6.00%
Initial Calculation Period:
From
and
including September
2006
up
to
but
excluding
the
Period
End
Date
on
October 2006
Floating Rate Option:
USD-LIBOR-BBA, subject to a maximum rate of 9.25%
Designated Maturity:
1 month
Spread:
None
Floating Rate
Day Count Fraction:
30/360
Reset Dates:
The first day of each Calculation Period
Compounding:
Inapplicable
Business Day:
New York
Calculation Agent:
CSIN
3.
Account Details:
Payments to CSIN:
As advised separately in writing
Payments to Counterparty:
Deutsche Bank National Trust Company
ABA Number: 2003021-001-003
Account Number: 01419663
Account Name: NYLTD Funds Control - Stars West
Ref: RALI 2006-QS12
4.
Trustee
Capacity.
It
is
expressly
understood
and
agreed
by
the
parties
hereto
that
(i)
this
Confirmation
is executed and
delivered by Deutsche Bank Trust Company
Americas,
not in its
individual
capacity but solely as Trustee for the Trust under the Pooling and
Servicing
Agreement,
in the exercise
of
the
powers
and
authority
conferred
upon
and
vested
in
it
thereunder,
(ii)
each
of
the
representations,
warranties,
covenants,
undertakings
and
agreements
herein
made
on
the
part
of
Counterparty
has not been made or
intended
as a
representation,
warranty,
covenant,
undertaking
or
agreement by Deutsche Bank Trust Company Americas,
in its individual
capacity,
but is made and intended
for the purpose of binding only the assets of the Trust
available
therefor in accordance
with the terms
of the Pooling and Servicing
Agreement,
(iii) nothing
herein
contained
shall be construed as creating
any
liability
on Deutsche
Bank Trust
Company
Americas,
in its
individual
capacity,
to perform any
covenant
either
expressed or implied
contained
herein,
all such
liability,
if any, being
expressly
waived by the parties
hereto and by any Person
claiming by, through or under the parties hereto and (iv)
under no circumstances shall Deutsche Bank Trust Company Americas,
in its individual capacity,
be liable
for the payment of any
indebtedness
or expenses of
Counterparty
or be liable for the breach or failure
of any
obligation,
representation,
warranty or covenant made or undertaken by
Counterparty
under this
Confirmation
or any
other
related
document,
as to all of which
recourse
shall be had
solely to the
assets of the Trust in accordance with the terms of the Pooling and
Servicing Agreement.
5.
Fully-Paid
Party
Protected.
Notwithstanding
the
terms
of
Section
5
and
6 of
the
Agreement,
if
Counterparty has satisfied in full all of its payment
obligations
under Section 2(a)(i) of the Agreement
in respect of this
Transaction,
then unless CSIN 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 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) CSIN shall be entitled to designate
an Early
Termination
Date pursuant to Section 6 of the Agreement
only as a result of a Termination
Event set forth in Section
5(b)(i),
Section
5(b)(ii),
Section
5(b)(iii)
with respect to CSIN as the
Burdened
Party and Section
5(b)(v)
(but only the
Additional
Termination
Event set forth in Part
1(h)(1)
of the
Schedule).
For
purposes of the Transaction to which this
Confirmation
relates,
Counterparty's
only
obligation
under
Section 2(a)(i) of the Agreement is to pay the Fixed Amount on the
Fixed Rate Payer Payment Date.
For the purpose of facilitating
this
Transaction,
an Affiliate of CSIN,
which is organized in the United States
of
America
(the
"Agent"),
has acted as agent
for
CSIN.
The Agent is not a
principal
with
respect
to this
Transaction
and shall have no
responsibility
or
liability
to the parties as a principal
with
respect to this
Transaction.
Credit Suisse
International is authorized and regulated by the Financial
Services
