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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

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