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NOVATION CONFIRMATION
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Date:
21 December 2006
To:
Deutsche Bank AG
Attn:
Derivative Operations -Confirmations
Tel:
0207 545 3212/3175
Fax No.:
0207 545 9761
To:
RALI Series 2006-QS18 Trust
By:
Deutsche Bank Trust Company Americas, not in its individual
capacity, but solely as
trustee for the benefit of RALI Series 2006-QS18 Trust, Mortgage
Asset-Backed Pass-Through
Certificates, Series 2006-QS18
Attn:
Trust Administration, RALI Series 2006-QS18
Tel:
(714) 247-6000
Fax No.:
(714) 247-6285
From:
Bank of America, N.A.
233 South Wacker Drive - Suite 2800
Chicago
Illinois 60606
U.S.A.
Dept:
Swaps Documentation Group
Re:
Novation Transaction
______________________________________________________________________________
Dear Sir/Madam,
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 Date:
21 December 2006
Novated Amount:
As per specified in Exhibit A
Transferor
Deutsche Bank AG
Transferee
RALI Series 2006-QS18 Trust,
by Deutsche Bank
Trust Company Americas, not in its individual
capacity, but solely as trustee for the
benefit of RALI Series 2006-QS18 Trust,
Mortgage Asset-Backed Pass-Through
Certificates, Series 2006-QS18
Remaining Party
Bank of America, N.A.
New Agreement
As per Exhibit A dated 21 December 2006
3.
The terms of each Old
Transaction
to which this
Novation
Confirmation
relates
for
identification
purposes, are as follows:
Trade Date of Old Transaction:
14 December 2006
Effective Date of Old Transaction:
25 January 2007
Termination Date of Old Transaction:
25 October 2009
4.
The terms of each New Transaction to which this Novation
Confirmation relates shall be as specified in
the New Confirmation attached hereto as Exhibit A.
Full First Calculation Period:
Applicable, commencing on 25 January 2007
5.
Other Provisions:
Not Applicable
6.
Miscellaneous Provisions:
Non-Reliance: Applicable
7.
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
it to us by facsimile to the
attention of
Global
Derivative
Operations
fax no. (+1 866) 255 1444. The
Transferor,
by its execution of a copy of this
Novation
Confirmation,
agrees
to
the
terms
of
the
Novation
Confirmation
as it
relates
to
each
Old
Transaction.
The
Transferee,
by its execution of a copy of this Novation
Confirmation,
agrees to the terms
of the Novation Confirmation as it relates to each New Transaction.
8.
Other capitalized terms used herein (but not otherwise defined)
shall have the meaning specified in
that certain Pooling and Servicing Agreement, to be dated December
1, 2006 (the "Pooling and Servicing
Agreement"), among Residential Accredit Loans, Inc, Residential
Funding Company, LLC and Deutsche Bank Trust
Company Americas.
9.
Trustee Capacity.
It is
expressly
understood
and
agreed
by the
parties
hereto
that
(i) this
Novation
Confirmation is executed and delivered by Deutsche Bank Trust
Company Americas ("Deutsche Bank"), not
individually
or personally
but solely as Trustee of the Trust under the Pooling and Servicing
Agreement,
in
the
exercise
of the powers
and
authority
conferred
and vested in it,
(ii) each
of the
representations,
undertakings
and
agreements
by Deutsche Bank is made and intended for the purpose of binding
only the Trust,
(iii) nothing
herein
contained
shall be construed as creating any liability for Deutsche Bank,
individually
or personally,
to perform any covenant (either express or implied)
contained herein,
and all such liability,
if any, is hereby expressly
waived by the parties hereto,
and such waiver shall bind any third party making a
claim by or through
one of the
parties
hereto,
and
(iv) under
no
circumstances
shall
Deutsche
Bank be
personally
liable for the payment of any
indebtedness
or expenses of the Trust,
or be liable for the breach
or failure of any obligation,
representation,
warranty or covenant made or undertaken by the Trust under this
Novation
Confirmation
or any related
document.
In accordance with the Pooling and Servicing
Agreement,
no
provision
of this
Confirmation
shall be
construed
to
relieve
Deutsche
Bank from
liability
for its own
negligent action, its own negligent failure to act or its own
willful misconduct.
Bank of America, N.A.
Deutsche Bank AG
By:
/s/Mary Beth Knight
By:
/s/Susan Valenti
Name: Mary Beth Knight
Name: Susan Valenti
Title: Assistant Vice President
Title: Director
Date:
Date:
By:
/s/Robert Lopena
Name: Robert Lopena
Title: Authorized Signatory
Date:
RALI Series 2006-QS18 Trust
By:
Deutsche Bank Trust Company
Americas, not in its individual
capacity, but solely as trustee for the
benefit of RALI Series 2006-QS18 Trust,
Mortgage Asset-Backed Pass-Through
Certificates, Series 2006-QS18
By:
/s/Melissa Wilman
Name: Melissa Wilman
Title: Vice President
Date:
EXHIBIT A
BANK OF AMERICA, N.A.
TO:
RALI Series 2006-QS18 Trust
By:
Deutsche Bank Trust Company Americas, not in its individual
capacity, but solely as
trustee for the benefit of RALI Series 2006-QS18 Trust, Mortgage
Asset-Backed Pass-Through
Certificates, Series 2006-QS18
ATTN:
Trust Administration, RALI Series 2006-QS18
TEL:
(714) 247-6000
FAX:
(714) 247-6285
FROM:
Bank of America, N.A.
233 South Wacker Drive - Suite 2800
Chicago, Illinois 60606
TEL:
(+1) 312 234 2732
FAX:
(+1) 866 255 1444
Date:
21st December 2006
Our Reference No.
4945515
4945514
Internal Tracking Nos.
2958713
2958714
Dear Sir/Madam,
The purpose of this letter agreement is to confirm the terms and
conditions of the transaction entered
into between Deutsche Bank Trust Company Americas, not in its
individual capacity, but solely as trustee for
the benefit of RALI Series 2006-QS18 Trust, Mortgage Asset-Backed
Pass-Through Certificates, Series
2006-QS18 and Bank of America, N.A., a national banking association
organized under the laws of the United
States of America (each a "party" and together "the parties") on
the Trade Date specified below (the
"Transaction").
This letter agreement constitutes a "Confirmation" as referred to
in the ISDA Master
Agreement specified in paragraph 1 below.
In this Confirmation, "Party A" means Bank of America, N.A., and
"Party B" means RALI Series 2006-QS18 Trust, by Deutsche Bank Trust
Company Americas, not in its individual
capacity, but solely as trustee for the benefit of RALI Series
2006-QS18 Trust, Mortgage Asset-Backed
Pass-Through Certificates, Series 2006-QS18.
The definitions and provisions contained in the 2000 ISDA
Definitions, as published by the
International Swaps and Derivatives Association, Inc. (the
"Definitions"), are incorporated into this
Confirmation.
In the event of any inconsistency between the Definitions and this
Confirmation, this
Confirmation will govern.
Other capitalized