Reference Number: FXNSC8749-BXNS196993 - Amended Novation
Confirmation
Deutsche Bank Trust Company Americas, not in its individual
capacity, but solely as
Supplemental Interest Trust Trustee for the benefit of RALI Series
2006-QA8 Supplemental
Interest Trust, Mortgage Asset-Backed Pass-Through Certificates,
Series 2006-QA8
September 28, 2006
[OBJECT OMITTED]]
BEAR STEARNS FINANCIAL PRODUCTS INC.
383 MADISON AVENUE
NEW YORK, NEW YORK 10179
212-272-4009
DATE:
September 28, 2006
TO:
Deutsche Bank Trust
Company
Americas,
not in its
individual
capacity,
but solely as
Supplemental
Interest
Trust Trustee
for the benefit of RALI Series 2006-QA8
Supplemental
Interest
Trust, Mortgage Asset-Backed Pass-Through Certificates,
Series
2006-QA8
ATTENTION:
Trust Administration, RALI Series 2006-QA8
TELEPHONE:
714-247-6000
FACSIMILE:
714-247-6285
TO:
Residential Funding Corporation
ATTENTION:
Ms. Josie Knorr
TELEPHONE:
1-952-857-6560
FACSIMILE:
1-952-352-0503
FROM:
Derivatives Documentation
TELEPHONE:
212-272-2711
FACSIMILE:
212-272-9857
RE:
AMENDED NOVATION CONFIRMATION
REFERENCE NUMBER(S):
FXNSC8749-BXNS196993
This Novation
Confirmation
is amended and
supersedes
all previous
Novation
Confirmations
regarding this Novation Transaction.
The
purpose
of
this
letter
is to
confirm
the
terms
and
conditions
of
the
Novation
Transaction
entered into between the parties and effective
from the Novation Date
specified
below.
This
Novation
Confirmation
constitutes a
"Confirmation"
as referred to in the New
Agreement specified below.
1.
The definitions and provisions
contained in the 2004 ISDA Novation Definitions
(the
"Definitions")
and the
terms
and
provisions
of the 2000
ISDA
Definitions,
as
published by the International
Swaps and Derivatives
Association,
Inc. and amended from
time to
time,
are
incorporated
in this
Novation
Confirmation.
In the
event
of any
inconsistency
between (i) the Definitions,
(ii) the 2000 ISDA Definitions,
and/or (iii)
the Novation
Agreement and this Novation
Confirmation,
this Novation
Confirmation will
govern.
2.
The terms of the Novation
Transaction to which this Novation
Confirmation relates are as
follows:
Novation Trade Date:
September 28, 2006
Novation Date:
September 28, 2006
Novated Amount:
USD 784,000,000
Transferor 1:
Residential Funding Corporation
Transferor 2:
Bear Stearns Bank plc
Transferee 1:
Deutsche
Bank Trust
Company
Americas,
not
in
its
individual
capacity,
but
solely as
Supplemental
Interest
Trust
Trustee
for the
benefit of RALI Series
2006-QA8
Supplemental
Interest
Trust,
Mortgage
Asset-Backed
Pass-Through
Certificates, Series 2006-QA8
Transferee 2:
Bear Stearns Financial Products Inc.
New Agreement (between Transferee 1
The Master
Agreement
as defined in the
and Transferee 2):
New Confirmation
3.
The terms of the Old Transaction to which this Novation
Confirmation
relates,
for identification
purposes, are as specified in each Old Confirmation attached hereto
as
Exhibit A.
4.
The terms of the New
Transaction to which this Novation
Confirmation
relates
shall be as specified in the New Confirmation attached hereto as
Exhibit B.
Full First Calculation Period:
Applicable
5.
Offices:
Transferor 1:
Not Applicable
Transferor 2:
Not Applicable
Transferee 1:
Not Applicable
Transferee 2:
Not Applicable
6.
Supplemental Interest Trust Trustee Liability Limitations.
It is
expressly
understood
and
agreed
by
the
parties
hereto
that
(a)
this
Novation
Confirmation
is executed and
delivered by Deutsche Bank Trust
Company
Americas
("Deutsche
Bank"),
not
individually or personally but solely as Supplemental
Interest Trust Trustee of
the RALI Series
2006-QA8
Supplemental
Interest Trust (the "Trust"),
in the exercise of the
powers and authority
conferred
and vested in it under the Pooling and
Servicing
Agreement,
(b) each of the
representations,
undertakings and agreements
herein made on the part of the
Trust are made and intended not as personal
representations,
undertakings
and agreements by
Deutsche Bank but is made and intended for the purpose of binding
only the
Counterparty,
(c)
nothing
herein
contained
shall be
construed as creating
any
liability on Deutsche
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
Deutsche 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
Deutsche Bank be personally
liable for the payment of
any
indebtedness
or expenses of the
Counterparty
or be liable for the breach or failure of
any obligation,
representation,
warranty or covenant made or undertaken by the
Counterparty
under this Novation Confirmation or any other related documents.
The parties
confirm
their
acceptance to be bound by this
Novation
Confirmation
as of the
Novation Date by executing a copy of this Novation
Confirmation
and returning a facsimile of
the fully-executed
Novation
Confirmation to 212-272-9857.
Transferor 1 and Transferor 2, by
their respective execution of a copy of this Novation
Confirmation,
each agrees to the terms
of
the
Novation
Confirmation
as it
relates
to
the
Old
Transaction.
Transferee
1 and
Transferee
2, by their
respective
execution of a copy of this Novation
Confirmation,
each
agrees to the terms of the Novation
Confirmation
as it relates to the New
Transaction.
For
inquiries regarding U.S. Transactions,
please contact DERIVATIVES
DOCUMENTATION by telephone
at
212-272-2711.
For
all
other
inquiries
please
contact
DERIVATIVES
DOCUMENTATION
by
telephone at 353-1-402-6223.
BEAR STEARNS FINANCIAL PRODUCTS INC.
DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT
IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
SUPPLEMENTAL INTEREST TRUST TRUSTEE FOR
By:
_/s/_Ann Manevitz_________________
THE BENEFIT OF RALI SERIES 2006-QA8
Name:
Annie Manevitz
SUPPLEMENTAL INTEREST TRUST, MORTGAGE
Title:
Authorized Signatory
ASSET-BACKED PASS-THROUGH CERTIFICATES,
Date:
SERIES 2006-QA8
By:
/s/ Amy Stoddard
Name:
Amy Stoddard
Title:
Authorized Signer
Date:
BEAR STEARNS BANK PLC
RESIDENTIAL FUNDING CORPORATION
By:
/s/ Susan Donlon
By:
/s/ Heather Anderson
Name: Susan Donlon
Name:
Heather Anderson
Title:
Authorized Signatory
Title:
Associate
Date:
Date:
Reference Number: BXNS196993
Residential Funding Corporation
September 28, 2006
Bear Stearns Bank plc is regulated by the Financial Regulator
Registered in Dublin, Ireland No. 241404
Directors: Pascal J Lambert, FR, Jeffrey C Bernstein, USA, Wendy de
Monchaux, USA,
Liam J. MacNamara, Patrick J. Mahon, Michael J. Meagher, Michael
Minikes, USA, Samuel L
Molinaro, USA,
Padraic O'Connor, Michel Peretie, FR, A. Graham Sadler, UK, Niamh
G. Walsh
BEAR STEARNS BANK PLC
BLOCK 8, HARCOURT CENTRE
CHARLOTTE WAY
DUBLIN 2, IRELAND
Tel (353-1) 402 6200
Fax (353-1) 402-6223
EXHIBIT A
DATE:
September 28, 2006
TO:
Residential Funding Corporation
ATTENTION:
Ms. Josie Knorr
TELEPHONE:
1-952-857-6560
FACSIMILE:
1-952-352-0503
FROM:
Derivatives Documentation
TELEPHONE:
353-1-402-6233
FACSIMILE:
353-1-402-6223
SUBJECT:
Fixed Income Derivatives Confirmation
REFERENCE NUMBER(S):
BXNS196993
The purpose of this letter
agreement is to confirm the terms and conditions of the
Transaction
entered into on the Trade Date
specified
below (the
"Transaction")
between Bear Stearns Bank
plc ( "Bear
Stearns ") and
Residential
Funding
Corporation
( "Counterparty ").
This letter
agreement
constitutes
the sole and
complete
"Confirmation,"
as
referred
to in the
Master
Agreement specified below, with respect to this Transaction.
1.
This
Confirmation
is
subject to and
incorporates
the 2000 ISDA
Definitions
(the
"Definitions"),
as published
by the
International
Swaps and
Derivatives
Association,
Inc.
("ISDA").
This
Confirmation
supplements,
forms a part of and is subject
to the ISDA
Master
Agreement
dated as of November 16, 1999 between Bear Stearns and
Counterparty
(the agreement,
as
amended
and
supplemented
from time to time,
being
referred
to
herein
as the
"Master
Agreement").
All
provisions
contained
in,
or
incorporated
by
reference
to,
the
Master
Agreement
shall govern the
Transaction
referenced
in this
Confirmation
except as expressly
modified
herein.
In
the
event
of
any
inconsistency
between
this
Confirmation
and
the
Definitions or Master Agreement, this Confirmation shall prevail.
2.
The terms of the particular Transaction to which this Confirmation
relates are as follows:
Notional Amount:
With respect to any Calculation Period, the
amount set forth for such period in Schedule I
attached hereto.
Trade Date:
August 28, 2006
Effective Date:
September 28, 2006
Termination Date:
September 28, 2011
FIXED AMOUNTS:
Fixed Rate Payer:
Counterparty
Fixed Rate Payer Period End Dates:
The 25th calendar day of each month during the
Term of this Transaction, commencing October
25, 2006 and ending on the Termination Date,
with No Adjustment
Fixed Rate Payer Payment Dates:
Early Payment shall be applicable. The Fixed
Rate Payer Payment Dates shall be one Business
Days preceding each Fixed Rate Payer Period End
Date.
Fixed Rate:
5.30000%
Fixed Rate Day Count Fraction:
30/360
FLOATING AMOUNTS:
Floating Rate Payer:
Bear Stearns
Floating Rate Payer Period End Dates:
The 25th calendar day of each month during the
Term of this Transaction, commencing October
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 Dates shall be one Business
Days preceding each Floating Rate Payer Period
End Date.
Floating Rate for initial
Calculation Period:
To be determined.
Floating Rate Option:
USD-LIBOR-BBA
Designated Maturity:
1 month
Spread:
None
Floating Rate Day Count Fraction:
Actual/360
Reset Dates:
The first day of each Calculation Period.
Compounding:
Inapplicable
Business Days:
New York
Business Day Convention:
Following
Additional Amount:
In connection with entering into this
Transaction USD 1,006,000.00 is payable by Bear
Stearns to Counterparty on September 28, 2006.
Calculation Agent:
In accordance with the Master Agreement.
3.
Account Details and Settlement Information:
Payments to Bear Stearns:
USD PAYMENT INSTRUCTIONS:
BANK: CITIBANK NA
ABA/BIC: 021000089
ACCT NAME: BEAR STEARNS SECURITIES CORP
ACCT #: 09253186
FURTHER CR: BEAR STEARNS BANK PLC
SUBACCT: 1014484024
Payments to Counterparty:
USD PAYMENT INSTRUCTIONS:
BANK: JPMORGAN CHASE BANK, NA
ABA/BIC: 071000013
ACCT NAME: RFC OPERATING ACCOUNT
ACCT #: 5315476
ADDITIONAL PROVISIONS:
Agency.
Counterparty
acknowledges
that Bear,
Stearns & Co. Inc. ("BS&C") has acted as agent
for
Counterparty
solely for the purposes of arranging
this
Transaction
with its Affiliate,
Bear Stearns.
This Confirmation is being provided by BS&C in such capacity.
Upon your written
request,
BS&C will
furnish
you with the time at which this
Transaction
was
entered
into.
Bear Stearns is not a member of the Securities Investor Protection
Corporation.
Non-Reliance.
Each party
represents to the other party that (a) it has not received and is
not
relying upon any legal,
tax,
regulatory,
accounting or other advice (whether written or oral)
of the other party
regarding this
Transaction,
other than
representations
expressly made by
that other party in this
Confirmation
and in the Master
Agreement
and (b) in respect of this
Transaction,
(i)
it
has
the
capacity
to
evaluate
(internally
or
through
independent
professional
advice)
this
Transaction
and has
made its own
decision
to
enter
into
this
Transaction and (ii) it understands the terms,
conditions and risks of this
Transaction and is
willing to assume
(financially
and
otherwise)
those risks.
Counterparty
acknowledges
that
Bear Stearns has advised
Counterparty to consult its own tax,
ac