THE BANK OF NEW YORK [GRAPHIC OMITTED]


                                                            Dated: July 28, 2006

                              RATE CAP TRANSACTION

                           RE: BNY REFERENCE NO. 38169

Ladies and Gentlemen:

        The purpose of this  letter  agreement  ("AGREEMENT")  is to confirm the
terms and conditions of the rate cap Transaction  entered into on the Trade Date
specified  below (the  "Transaction")  between The Bank of New York  ("BNY"),  a
trust  company duly  organized  and existing  under the laws of the State of New
York and Deutsche Bank Trust Company Americas,  not individually,  but solely as
Trustee on behalf of RALI Series  2006-QS9  Trust,  Mortgage  Asset  Backed Pass
Through  Certificates,  Series 2006 QS9 (the  "COUNTERPARTY").  This  Agreement,
which  evidences a complete  and binding  agreement  between you and us to enter
into the Transaction on the terms set forth below,  constitutes a "Confirmation"
as referred to in the "ISDA FORM MASTER  AGREEMENT" (as defined below),  as well
as a "Schedule" as referred to in the ISDA Form Master Agreement

        1.      FORM  OF  AGREEMENT.   This Agreement  is subject  to  the  2000
ISDA Definitions (the  "DEFINITIONS"),  as published by the International  Swaps
and Derivatives Association, Inc. ("ISDA"). You and we have agreed to enter into
this  Agreement  in lieu of  negotiating  a  Schedule  to the 1992  ISDA  Master
Agreement (Multicurrency--Cross Border) form (the "ISDA FORM MASTER AGREEMENT").
An ISDA Form Master Agreement, as modified by the Schedule terms in Section 4 of
this  Confirmation  (the  "MASTER  AGREEMENT"),  shall be  deemed  to have  been
executed by you and us on the date we entered into the  Transaction.  Each party
hereto  agrees  that the Master  Agreement  deemed to have been  executed by the
parties hereto shall be the same Master  Agreement  referred to in the agreement
setting forth the terms of transaction reference numbers 38102, 38103 and 38154.
In the event of any  inconsistency  between the provisions of this Agreement and
the Definitions or the ISDA Form Master Agreement,  this Agreement shall prevail
for purposes of the Transaction.  Capitalized terms not otherwise defined herein
or in the Definitions or the Master Agreement shall have the meaning defined for
such term in the Series  Supplement,  dated as of July 1, 2006,  to the Standard
Terms of Pooling and Servicing  Agreement,  dated as of March 1, 2006  (together
the "Pooling and Servicing Agreement").

        2.      CERTAIN  TERMS.   The terms  of  the  particular  Transaction to
which this Confirmation relates are as follows:

        Type of Transaction:        Rate Cap


                                       1
<PAGE>

        Notional Amount:            With respect to any Calculation  Period, the
                                    lesser of: (i) the amount set forth for such
                                    period on  Schedule  I  attached  hereto for
                                    such   Calculation   Period   and  (ii)  the
                                    Certificate  Principal  Balance of the Class
                                    I-A-13   Certificates  (as  defined  in  the
                                    Pooling and  Servicing  Agreement)  for such
                                    Floating Rate Payer Payment Date.

                                    The Trustee  under the Pooling and Servicing
                                    Agreement  shall  provide  at least five (5)
                                    business  days notice prior to each Floating
                                    Rate Payer Payment Date for each Calculation
                                    Period  to  The  Bank  of  New  York  if the
                                    Certificate  Principal  Balance of the Class
                                    I-A-13   Certificates   is  less   than  the
                                    Schedule I attached hereto.

        Trade Date:                 July 19, 2006

        Effective Date:             August 25, 2006

        Termination Date:           July 25,  2017,  subject  to  adjustment  in
                                    accordance  with the Following  Business Day
                                    Convention.

    FIXED AMOUNTS:

        Fixed Amount Payer:         Deutsche Bank Securities Inc.

        Fixed Amount:               USD 321,000.00

        Fixed Amount
        Payment Date:               July 28, 2006

    FLOATING AMOUNTS:

        Floating Rate Payer:        BNY

        Cap Rate:                   5.30%

        Floating Rate Payer
               Period               End  Dates:  The 25th  calendar  day of each
                                    month  during the Term of this  Transaction,
                                    commencing  September 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  Date shall be
                                    two  (2)  Business   Days   preceding   each
                                    Floating Rate Payer Period End Date.


                                       2
<PAGE>

        Floating Rate               Option: USD-LIBOR-BBA; provided, however, if
                                    the  Floating  Rate   determined  from  such
                                    Floating   Rate  Option  for  a  Calculation
                                    Period  is  greater   than  8.80%  then  the
                                    Floating  Rate for such  Calculation  Period
                                    shall be deemed equal to 8.80%.

        Designated Maturity:        One month

        Floating Rate Day
        Count Fraction:             30/360

        Reset Dates:                The first day of each Calculation Period

        Compounding:                Inapplicable

        Business Days:              New York

        Calculation Agent:          BNY

        Additional Payment:         Counterparty represents and warrants that it
                                    has directed  Deutsche Bank  Securities Inc.
                                    to make  payment of the Fixed  Amount on its
                                    behalf.

        3.      ADDITIONAL PROVISIONS:

                1)      RELIANCE.   Each  party   hereto  is hereby advised  and
                acknowledges  that the other party has engaged in (or  refrained
                from engaging in)  substantial  financial  transactions  and has
                taken (or  refrained  from  taking)  other  material  actions in
                reliance  upon the  entry by the  parties  into the  Transaction
                being entered into on the terms and conditions set forth herein.

                2)      TRANSFER,   AMENDMENT  AND  ASSIGNMENT.   No   transfer,
                amendment, waiver, supplement,  assignment or other modification
                of this  Transaction  shall be  permitted by either party unless
                each of  Standard & Poor's  Ratings  Service,  a division of The
                McGraw-Hill   Companies,   Inc  ("S&P")  and  Moody's  Investors
                Service, Inc. ("MOODY'S"),  has been provided notice of the same
                and confirms in writing  (including  by facsimile  transmission)
                that it will  not  downgrade,  qualify,  withdraw  or  otherwise
                modify its then-current ratings on the Certificates issued under
                the Pooling and Servicing Agreement (the "CERTIFICATES").

        4.      PROVISIONS DEEMED INCORPORATED  IN  A  SCHEDULE  TO  THE  MASTER
                AGREEMENT:

                1)      NO    NETTING   BETWEEN   TRANSACTIONS.     The  parties
                agree that  subparagraph  (ii) of Section  2(c) of the ISDA Form
                Master Agreement will apply to any Transaction.

                2)      TERMINATION  PROVISIONS.  Subject to the  provisions of
                Paragraph 4(11) below, for purposes of the Master Agreement:


                                       3
<PAGE>

                        (a)     "SPECIFIED  ENTITY" is not  applicable to BNY or
                                Counterparty for any purpose.

                        (b)     "BREACH  OF  AGREEMENT"   provision  of  Section
                                5(a)(ii) will not apply to BNY or Counterparty.

                        (c)     "CREDIT SUPPORT  DEFAULT"  provisions of Section
                                5(a)(iii) will not apply to BNY or Counterparty.

                        (d)     "MISREPRESENTATION"    provisions   of   Section
                                5(a)(iv) will not apply to BNY or Counterparty.

                        (e)     "DEFAULT  UNDER  SPECIFIED  TRANSACTION"  is not
                                applicable  to  BNY  or  Counterparty   for  any
                                purpose, and, accordingly, Section 5(a)(v) shall
                                not apply to BNY or Counterparty.

                        (f)     The  "CROSS   DEFAULT"   provisions  of  Section
                                5(a)(vi)   will   not   apply   to   BNY  or  to
                                Counterparty.

                        (g)     The    "BANKRUPTCY"    provisions   of   Section
                                5(a)(vii)(2) will not apply to Counterparty.

                        (h)     The "CREDIT  EVENT UPON  MERGER"  provisions  of
                                Section  5(b)(iv)  will  not  apply  to  BNY  or
                                Counterparty.

                        (i)     The "AUTOMATIC EARLY  TERMINATION"  provision of
                                Section  6(a)  will  not  apply  to  BNY  or  to
                                Counterparty.

                        (j)     PAYMENTS ON EARLY  TERMINATION.  For the purpose
                                of Section 6(e) of this Agreement:

                                (i)     Market Quotation will apply.

                                (ii)    The Second Method will apply.

                        (k)     "TERMINATION CURRENCY"    means   United  States
                                Dollars.

                3)      TAX REPRESENTATIONS.

                        (a)     PAYER   REPRESENTATIONS.   For  the  purpose  of
                                Section   3(e)  of  this   Agreement,   BNY  and
                                Counterparty make the following representations:

                                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) of this Agreement) to be
                                made  by  it  to  the  other  party  under  this
                                Agreement. In making this representation, it may
                                rely on:


                                       4
<PAGE>

                                (i)     the accuracy of any representations made
                                        by the other  party  pursuant to Section
                                        3(f) of this Agreement;

                                (ii)    the   satisfaction   of  the   agreement
                                        contained   in   Section   4  (a)(i)  or
                                        4(a)(iii)  of  this  Agreement  and  the
                                        accuracy   and   effectiveness   of  any
                                        document  provided  by the  other  party
                                        pursuant   to   Section   4  (a)(i)   or
                                        4(a)(iii) of this Agreement; and

                                (iii)   the satisfaction of the agreement of the
                                        other party contained in Section 4(d) of
                                        this  Agreement,  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  of its
                                        legal or commercial position.

                        (b)     PAYEE   REPRESENTATIONS.   For  the  purpose  of
                                Section   3(f)  of  this   Agreement,   BNY  and
                                Counterparty make the following representations.

                                (i)     The following representation will  apply
                                        to BNY:

                                        (x) It is a "U.S.  person" (as that term
                                        is used in section 1.1441-4(a)(3)(ii) of
                                        the United States Treasury  Regulations)
                                        for  United  States  federal  income tax
                                        purposes, (y) it is a trust company duly
                                        organized and existing under the laws of
                                        the State of New York,  and (y) its U.S.
                                        taxpayer    identification   number   is
                                        135160382.

                                (ii)    The following  representation will apply
                                        to the Counterparty:

                                        The beneficial owner of payments made to
                                        it  under  this  Agreement  is  a  "U.S.
                                        person" (as that term is used in section
                                        1.1441-4(a)(3)(ii)   of  United   States
                                        Treasury  Regulations) for United States
                                        federal income tax purposes.

                4)      DOCUMENTS TO BE DELIVERED.   FOR  THE PURPOSE OF SECTION
                        4(A):

                        (a)     Tax forms,   documents or certificates   to   be
                                delivered are:

<TABLE>
<CAPTION>

PARTY REQUIRED TO                                               DATE BY WHICH           COVERED BY SECTION
DELIVER DOCUMENT        FORM/DOCUMENT/ CERTIFICATE              TO BE DELIVERED         3(D) REPRESENTATION

<S>                              <C>                                  <C>                      <C>

BNY and            Any document required or reasonably          Upon the execution and          Yes
Counterparty       requested to allow the other party to        delivery of this
                   make payments under this Agreement           Agreement
                   without any deduction or withholding
                   for or on the account of any tax.


                                       5
<PAGE>


                (b)     Other documents to be delivered are:


PARTY REQUIRED TO         FORM/DOCUMENT/ CERTIFICATE            DATE BY WHICH TO          COVERED BY SECTION
DELIVER DOCUMENT                                                BE DELIVERED              3(D) REPRESENTATION

BNY                A certificate of an authorized officer       Upon the execution and          Yes
                   of the  party, as to the  incumbency         and  delivery  of this
                   and authority of the respective officers     Agreement
                   of the party signing this Agreement,
                   any relevant Credit Support Document,
                   or any Confirmation, as the case may be

Counterparty       (i) a copy of the executed Pooling and       Upon the execution and          Yes
                   Servicing  Agreement,  and (ii) an           and  delivery  of this
                   incumbency certificate verifying the         Agreement
                   true signatures and authority  of the
                   person  or  persons  signing  this
                   letter agreement on behalf of the
                   Counterparty

BNY                A copy of the most recent publicly           Promptly after request          Yes
                   available regulatory call report.            by the other party

BNY                Legal Opinion as to enforceability of        Upon the execution and          Yes
                   this Agreement                               delivery of this
                                                                Agreement.

Counterparty       Certified copy of the Board of Directors     Upon the execution and          Yes
                   resolution (or equivalent authorizing        delivery of this
                   documentation) which sets forth the          Agreement.
                   authority of each signatory to the
                   Confirmation signing on its behalf and
                   the authority of such party to enter
                   into Transactions contemplated and
                   performance of its obligations hereunder.
</TABLE>


                                       6
<PAGE>

        5)     MISCELLANEOUS.

                (a)     ADDRESS FOR NOTICES:  For the purposes of Section  12(a)
                        of this Agreement:

                        Address for notices or communications to BNY:

                             The Bank of New York
                             Swaps and Derivative Products Group
                             Global Market Division
                             32 Old Slip 15th Floor
                             New York, New York 10286
                             Attention: Steve Lawler

                             with a copy to:

                             The Bank of New York
                             Swaps and Derivative Products Group
                             32 Old Slip 16th Floor
                             New York, New York 10286
                             Attention: Andrew Schwartz
                             Tele: 212-804-5103
                             Fax: 212-804-5818/5837

                             (For all purposes)

                        Address for notices or communications to the
                        Counterparty:

                             Deutsche Bank Trust Company Americas
                             Attn: Trust Administration-
                             RALI 2006-QS9
                             1761 East St. Andrew Place
                             Santa Ana, CA 92705

                             With a copy to:

                             Residential Funding Corporation
                             8400 Normandale Lake Blvd,
                             Suite 600
                             Minneapolis, MN 55437
                             Attn: Rory Bluhm

                             (For all purposes)

                (b)     PROCESS AGENT. For the purpose of Section 13(c):


                                       7
<PAGE>

                        BNY appoints as its Process Agent:  Not Applicable

                        The Counterparty appoints as its  Process   Agent:   Not
                        Applicable

                (c)     OFFICES.  The provisions of Section 10(a) will not apply
                        to this Agreement; neither BNY nor the Counterparty have
                        any  Offices  other  than as set  forth  in the  Notices
                        Section  and BNY agrees  that,  for  purposes of Section
                        6(b) of this Agreement,  it shall not in future have any
                        Office other than one in the United States.

                (d)     MULTIBRANCH  PARTY.  For the purpose of Section 10(c) of
                        this Agreement:

                                BNY is not a Multibranch Party.

                                The Counterparty is not a Multibranch Party.

                (e)     CALCULATION AGENT. The Calculation Agent is BNY.

                (f)     CREDIT SUPPORT  DOCUMENT.  Not applicable for either BNY
                                                   or the Counterparty.

                (g)     CREDIT SUPPORT PROVIDER.

                                BNY: Not Applicable

                                The Counterparty: Not Applicable

                (h)     GOVERNING  LAW.  The  parties to this  Agreement  hereby
                        agree that the law of the State of New York shall govern
                        their  rights  and  duties in whole,  without  regard to
                        conflict of law  provisions  thereof other than New York
                        General Obligations Law Sections 5-1401 and 5-1402.

                (i)     SEVERABILITY.  If  any  term,  provision,  covenant,  or
                        condition of this Agreement,  or the application thereof
                        to any  party  or  circumstance,  shall  be  held  to be
                        invalid or  unenforceable  (in whole or in part) for any
                        reason, the remaining terms, provisions,  covenants, and
                        conditions  hereof  shall  continue  in full  force  and
                        effect as if this  Agreement  had been executed with the
                        invalid or unenforceable portion eliminated,  so long as
                        this  Agreement  as so  modified  continues  to express,
                        without material change, the original  intentions of the
                        parties as to the subject  matter of this  Agreement and
                        the deletion of such portion of this  Agreement will not
                        substantially   impair  the   respective   benefits   or
                        expectations of the parties.

                        The  parties  shall  endeavor  to engage  in good  faith
                        negotiations  to replace  any  invalid or  unenforceable
                        term,  provision,  covenant or condition with a valid or
                        enforceable term, provision,  covenant or condition, the
                        economic  effect of which  comes as close as possible to
                        that of the invalid or  unenforceable  term,  provision,
                        covenant or condition.


                                       8
<PAGE>

                (j)     RECORDING OF  CONVERSATIONS.  Each party (i) consents to
                        the  recording  of telephone  conversations  between the
                        trading,  marketing and other relevant  personnel of the
                        parties  in  connection   with  this  Agreement  or  any
                        potential   Transaction,   (ii)  agrees  to  obtain  any
                        necessary  consent of, and give any necessary  notice of
                        such  recording  to, its  relevant  personnel  and (iii)
                        agrees,  to the extent permitted by applicable law, that
                        recordings   may  be   submitted   in  evidence  in  any
                        Proceedings.

                (k)     WAIVER OF JURY TRIAL. Each party waives any right it may
                        have to a trial by jury in  respect  of any  Proceedings
                        relating  to  this   Agreement  or  any  Credit  Support
                        Document.

                (l)     [RESERVED].

                (m)     LIMITATION ON INSTITUTION OF BANKRUPTCY PROCEEDINGS. BNY
                        shall not institute against or cause any other person to
                        institute   against,   or  join  any  other   person  in
                        instituting  against the  Counterparty,  any bankruptcy,
                        reorganization,  arrangement,  insolvency or liquidation
                        proceedings,  under any of the laws of the United States
                        or any other jurisdiction,  for a period of one year and
                        one  day  (or,  if  longer,  the  applicable  preference
                        period)  following  indefeasible  payment in full of the
                        Certificates.

                (n)     REMEDY  OF  FAILURE  TO PAY OR  DELIVER.  The ISDA  Form
                        Master Agreement in hereby amended as follows:

                        The word "third"  shall be replaced by the word "second"
                        in the third  line of  Section  5(a)(i) of the ISDA Form
                        Master Agreement.

                (o)     "AFFILIATE"  will have the meaning  specified in Section
                        14 of the ISDA Form Master Agreement,  provided that the
                        Counterparty  shall be deemed not to have any Affiliates
                        for purposes of this  Agreement,  including for purposes
                        of Section 6(b)(ii).

        6)      ADDITIONAL  REPRESENTATIONS.  Section 3 of the ISDA  Form Master
                Agreement  is  hereby  amended  by  adding,   before  the  close
                parenthesis in the introductory  sentence thereof,  the words ",
                and, in the case of the  representations in Section 3(i), at all
                times",  and, at the end thereof,  the following  Sections 3(g),
                3(h) and 3(i):

                "(g) RELATIONSHIP BETWEEN PARTIES.

                        (1)     NONRELIANCE.  It is not relying on any statement
                                or  representation  of the other party regarding
                                the Transaction (whether written or oral), other
                                than the representations  expressly made in this
                                Agreement or the Confirmation in respect of that
                                Transaction.


                                       9
<PAGE>

                        (2)     EVALUATION AND UNDERSTANDING.

                                (i)     It is acting for its own account and has
                                        the capacity to evaluate  (internally or
                                        through independent professional advice)
                                        the  Transaction  and has  made  its own
                                        decision  to enter into the  Transaction
                                        and, in the case of Deutsche  Bank Trust
                                        Company  Americas,  it has entered  into
                                        this  Agreement  pursuant  to  direction
                                        received  by it under  the  Pooling  and
                                        Servicing  Agreement;  it is not relying
                                        on any  communication  (written or oral)
                                        of the other party as investment  advice
                                        or as a  recommendation  to  enter  into
                                        such  transaction;  it being  understood
                                        that    information   and   explanations
                                        related to the terms and  conditions  of
                                        such transaction shall not be considered
                                        investment advice or a recommendation to
                                        enter   into   such   transaction.    No
                                        communication (written or oral) received
                                        from the other  party shall be deemed to
                                        be an  assurance  or guarantee as to the
                                        expected results of the transaction; and

                                (ii)    It understands the terms, conditions and
                                        risks of the  Transaction and is willing
                                        and  able  to  accept  those  terms  and
                                        conditions  and to assume (and does,  in
                                        fact assume)  those  risks,  financially
                                        and otherwise.

                        (3)   PRINCIPAL.  The  other  party is not  acting  as a
                              fiduciary  or an advisor for it in respect of this
                              Transaction.

                (h)     EXCLUSION  FROM  COMMODITIES  EXCHANGE ACT. (A) It is an
                        "eligible  contract  participant"  within the meaning of
                        Section  1a(12)  of  the  Commodity   Exchange  Act,  as
                        amended;  (B) this  Agreement  and each  Transaction  is
                        subject to individual negotiation by such party; and (C)
                        neither  this  Agreement  nor  any  Transaction  will be
                        executed  or traded on a "trading  facility"  within the
                        meaning of Section 1a(33) of the Commodity Exchange Act,
                        as amended.

        7)      SET-OFF.  Notwithstanding any provision of this Agreement or any
                other  existing or future  agreement  (but without  limiting the
                provisions   of  Section  2(c)  and  Section  6  of  the  Master
                Agreement),  each party irrevocably waives any and all rights it
                may  have to set off,  net,  recoup  or  otherwise  withhold  or
                suspend or condition  payment or  performance  of any obligation
                between it and the other party hereunder  against any obligation
                between it and the other party under any other  agreements.  The
                last sentence of the first paragraph of Section 6(e) of the ISDA
                Form  Master  Agreement  shall not apply  for  purposes  of this
                Transaction.


                                       10
<PAGE>

        8)      ADDITIONAL   TERMINATION   EVENTS.   The  following   Additional
                Termination Events will apply:

                (i)     DOWNGRADE.  BNY  fails  to  comply  with  the  Downgrade
                Provisions as set forth in Paragraph 4(9). BNY shall be the sole
                Affected Party.


        9)      RATINGS DOWNGRADE. For purposes of each Transaction:

                (i)     CERTAIN DEFINITIONS.

                        (A)     "RATING AGENCY CONDITION" means, with respect to
                        any   particular   proposed   act  or  omission  to  act
                        hereunder,  that the Trustee shall have  received  prior
                        written  confirmation from each of the applicable Rating
                        Agencies, and shall have provided notice thereof to BNY,
                        that the proposed  action or inaction  would not cause a
                        downgrade or withdrawal of their then-current ratings of
                        the Certificates.

                        (B)     "QUALIFYING  RATINGS" means, with respect to the
                        debt  of  any  assignee  or  guarantor  under  Paragraph
                        4(9)(ii) below,

                             (x)  a short-term unsecured and unsubordinated debt
                             rating of "P-1" (not on watch for downgrade), and a
                             long-term unsecured and unsubordinated debt of "A1"
                             (not on  watch  for  downgrade)  (or,  if it has no
                             short-term   unsecured  and   unsubordinated   debt
                             rating,  a long term  rating of "Aa3" (not on watch
                             for downgrade) by Moody's, and

                             (y)  a short-term unsecured and unsubordinated debt
                             rating of "A-1" by S&P, and

                             (z)  a short-term unsecured and unsubordinated debt
                             rating of "F-1" by Fitch.

                        (C)     A  "COLLATERALIZATION  EVENT"  shall  occur with
                        respect  to  BNY  (or  any  applicable   credit  support
                        provider) if:

                             (x)  its  short-term  unsecured  and unsubordinated
                             debt  rating is  reduced  to "P-1" (and is on watch
                             for   downgrade)   or  below,   and  its  long-term
                             unsecured  and  unsubordinated  debt is  reduced to
                             "A1" (and is on watch for  downgrade) or below (or,
                             if   it   has   no    short-term    unsecured   and
                             unsubordinated debt rating, its long term rating is
                             reduced to "Aa3" (and is on watch for downgrade) or
                             below) by Moody's, or

                             (y)  its  short-term  unsecured  and unsubordinated
                             debt rating is reduced below "A-1" by S&P ; or

                             (z)  its  short-term  unsecured  and unsubordinated
                             debt rating is reduced below "F-1" by Fitch.


                                       11
<PAGE>

                        (D)     A  "RATINGS  EVENT" shall occur with  respect to
                        BNY (or any applicable credit support provider) if:

                             (x)  its  short-term  unsecured  and unsubordinated
                             debt  rating is  withdrawn  or  reduced to "P-2" or
                             below by Moody's and its  long-term  unsecured  and
                             unsubordinated  debt is  reduced  to "A3" or  below
                             (or,  if  it  has  no   short-term   unsecured  and
                             unsubordinated debt rating, its long term rating is
                             reduced to "A2" or below) by Moody's, or

                             (y)  its  long-term  unsecured and   unsubordinated
                             debt rating is withdrawn or reduced below "BBB-" by
                             S&P, or

                             (z)  its  long-term  unsecured  and  unsubordinated
                             debt rating is  withdrawn or  reduced  below "BBB-"
                             by Fitch.

                        For purposes of (C) and (D) above,  such events  include
                        those   occurring   in   connection   with   a   merger,
                        consolidation or other similar transaction by BNY or any
                        applicable  credit support  provider,  but they shall be
                        deemed not to occur if,  within 30 days (or, in the case
                        of a Ratings Event, 10 Business Days)  thereafter,  each
                        of the applicable  Rating  Agencies has  reconfirmed the
                        ratings of the Certificates,  as applicable,  which were
                        in effect  immediately prior thereto.  For the avoidance
                        of doubt, a downgrade of the rating on the  Certificates
                        could  occur  in  the  event  that  BNY  does  not  post
                        sufficient collateral.

                (ii)    ACTIONS TO BE TAKEN UPON  OCCURRENCE OF EVENT.  Subject,
                in each case set forth in (A) and (B) below,  to satisfaction of
                the Rating Agency Condition:

                        (A)     COLLATERALIZATION  EVENT. If a Collateralization
                        Event  occurs  with  respect  to BNY (or any  applicable
                        credit  support  provider),  then BNY shall,  at its own
                        expense,    within    thirty    (30)    days   of   such
                        Collateralization Ratings Event:

                             (1)  post  collateral  under  agreements  and other
                             instruments  approved  by  the  Counterparty,  such
                             approval  not to be  unreasonably  withheld,  which
                             will be sufficient to restore the immediately prior
                             ratings of the Certificates,

                             (2)  assign the  Transaction  to a third party, the
                             ratings  of the debt of which (or of the  guarantor
                             of which) meet or exceed the Qualifying Ratings, on
                             terms  substantially  similar to this Confirmation,
                             which party is approved by the  Counterparty,  such
                             approval not to be unreasonably withheld,

                             (3)  obtain   a   guaranty   of,   or  a contingent
                             agreement of, another  person, the  ratings  of the
                             debt of which  (or of the guarantor of which)  meet
                             or exceed the Qualifying  Ratings,  to  honor BNY's
                             obligatio ns under  this  Agreement,  provided that
                             such  other person is approved by the Counterparty,
                             such approval not to be unreasonably withheld, or


                                       12
<PAGE>

                             (4)  establish  any  other  arrangement approved by
                             the    Counterparty,   such  approval  not   to  be
                             unreasonably withheld,  which will be sufficient to
                             restore  the   immediately   prior ratings of their
                             Certificates.

                        (B)     RATINGS EVENT.  If a Ratings Event occurs   with
                        respect  to  BNY  (or  any  applicable   credit  support
                        provider),  then BNY shall,  at its own expense,  within
                        ten (10) Business Days of such Ratings Event:

                             (1)  assign the  Transaction  to a third party, the
                             ratings  of the debt of which (or of the  guarantor
                             of which) meet or exceed the Qualifying Ratings, on
                             terms  substantially  similar to this Confirmation,
                             which party is approved by the  Counterparty,  such
                             approval not to be unreasonably withheld,

                             (2)  obtain  a   guaranty   of,   o  r a contingent
                             agreement of,  another  person, the  ratings of the
                             debt of which  (or of the guarantor of which)  meet
                             or exceed the Qualifying  Ratings, to honor   BNY's
                             obligations  under  this  Agreement,  provided that
                             such otherperson is approved by  the  Counterparty,
                             such approval not to be unreasonably withheld, or

                             (3)  establish  any  other  arrangement approved by
                             the   Counterparty,  such   approval   not  to   be
                             unreasonablywithheld,  which will be  sufficient to
                             restore  the  immediately  prior  ratings  of   the
                             Certificates.


        10)     COMPLIANCE  WITH  REGULATION AB. It shall be a disclosure  event
                ("DISCLOSURE  EVENT")  if,  on any  Business  Day after the date
                hereof,  Sponsor  requests  from BNY the  financial  information
                described in Item 1115(b) of Regulation AB under the  Securities
                Act of 1933,  as amended,  and the  Securities  Exchange  Act of
                1934, as amended (the "EXCHANGE ACT")  ("REGULATION  AB"), (such
                request to be based on the reasonable  determination by Sponsor,
                in  good  faith,   that  such   information  is  required  under
                Regulation  AB) (the "REG AB FINANCIAL  Disclosure").  Within 10
                Business Days of the  occurrence  of a Reg AB Disclosure  Event,
                BNY,  at its own  expense,  shall (a) provide to the Sponsor the
                Reg AB Financial  Disclosure,  or (b) secure  another  entity to
                replace BNY as party to this  Agreement  on terms  substantially
                similar to this Agreement and subject to prior  notification  to
                the applicable Rating Agencies,  the debt rating of which entity
                (or guarantor  therefor) meets or exceeds the qualified  ratings
                (or which  satisfies  the  Rating  Agency  Condition)  and which
                entity is able to comply with the requirement of Item 1115(b) of
                Reg AB. If  permitted  by  Regulation  AB, any  required  Reg AB
                Financial   Disclosure  may  be  provided  by  incorporation  by
                reference from reports filed pursuant to the Exchange Act.


                                       13
<PAGE>

        11)    ADDITIONAL  PROVISIONS.  Notwithstanding  the terms of Sections 5
               and 6 of the ISDA Form  Master  Agreement,  if  Counterparty  has
               satisfied its payment  obligations  under Section  2(a)(i) of the
               ISDA Form  Master  Agreement,  and  shall,  at the time,  have no
               future  payment  or  delivery  obligation,  whether  absolute  or
               contingent,  then unless BNY 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 ISDA Form Master  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) BNY shall be entitled to designate an Early  Termination Date
               pursuant to Section 6 of the ISDA Form Master Agreement only as a
               result of a Termination Event set forth in either Section 5(b)(i)
               or  Section  5(b)(ii)  of the ISDA  Form  Master  Agreement  with
               respect to BNY as the Affected Party or Section  5(b)(iii) of the
               ISDA Form Master  Agreement  with  respect to BNY as the Burdened
               Party.  For purposes of the  Transaction  to which this Agreement
               relates,  Counterparty's only obligation under Section 2(a)(i) of
               the ISDA Form Master  Agreement is to pay the Fixed Amount on the
               Fixed Rate Payer Payment Date.

        12)    PAYMENTS.  BNY will,  unless  otherwise  directed by the Trustee,
               make all payments  hereunder to the Trustee.  Payment made to the
               Trustee at the  account  specified  herein or to another  account
               specified  in writing by the  Trustee  shall  satisfy the payment
               obligations of BNY hereunder to the extent of such payment.

        13)    LIMITATION OF TRUSTEE LIABILITY.  Notwithstanding anything herein
               to the  contrary,  it is expressly  understood  and agreed by the
               parties  hereto that (a) this letter  agreement  is executed  and
               delivered by Deutsche Bank Trust Company Americas ("DBTCA"),  not
               individually  or  personally,  but  solely as Trustee of the RALI
               Series  2006-  QS9  Trust,  in the  exercise  of the  powers  and
               authority   conferred   and   vested  in  it,  (b)  each  of  the
               representations,  undertakings and agreements  herein made on the
               part of the RALI Series  2006-QS9  Trust is made and intended not
               as personal representations, undertakings and agreements by DBTCA
               but is made and intended for the purpose of binding only the RALI
               Series 2006- QS9 Trust,  (c) nothing  herein  contained  shall be
               construed as creating  any  liability  on DBTCA  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 DBTCA 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 DBTCA be personally  liable for the
               payment of any  indebtedness or expenses of the RALI Series 2006-
               QS9  Trust  or be  liable  for  the  breach  or  failure  of  any
               obligation,   representation,   warranty  or  covenant   made  or
               undertaken  by the RALI Series  2006- QS9 Trust under this letter
               agreement or any other related documents.


                                       14
<PAGE>

        5.      ACCOUNT DETAILS AND SETTLEMENT INFORMATION:

                Payments to BNY:

                        The Bank of New York
                        Derivative Products Support Department
                        32 Old Slip, 16th Floor
                        New York, New York 10286
                        Attention: Renee Etheart
                        ABA #021000018
                        Account #890-0068-175
                        Reference: Interest Rate Cap

                Payments to Counterparty:

                        Deutsche Bank Trust Company Americas
                        ABA 021-001-033
                        A/C # 01419663
                        A/C Name NYLTD Funds Control - Stars west
                        Ref:  RALI 2006-QS9 Cap Funds


        6.      COUNTERPARTS. This Agreement may be executed in several
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

        Please confirm that the foregoing  correctly sets forth the terms of our
agreement  by  executing  this  agreement  and  returning  it via  facsimile  to
Derivative  Products Support Dept.,  Attn: Kenny Au-Yeung at  212-804-5818/5837.
Once we receive this we will send you two original confirmations for execution.


                                       15
<PAGE>

        We are very pleased to have  executed this  Transaction  with you and we
look forward to completing other transactions with you in the near future.


        Very truly yours,


THE BANK OF NEW YORK


By:_______________________________

   Name:

   Title:


                                       16
<PAGE>


The Counterparty,  acting through its duly authorized  signatory,  hereby agrees
to, accepts and confirms the terms of the foregoing as of the Trade Date.


DEUTSCHE BANK TRUST COMPANY AMERICAS
SOLELY  AS  TRUSTEE  FOR  RALI  SERIES  2006-QS9  TRUST,  MORTGAGE  ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES 2006-QS9


By:_______________________________

   Name:

   Title:


                                       17
<PAGE>



                                   SCHEDULE I

-------------------------------------------------------------
                                           NOTIONAL AMOUNT
  ACCRUAL START DATE    ACCRUAL END DATE       (IN USD)
-------------------------------------------------------------
      8/25/2006            9/25/2006        19,838,207.93
-------------------------------------------------------------
      9/25/2006            10/25/2006       19,642,807.11
-------------------------------------------------------------
      10/25/2006           11/25/2006       19,414,340.66
-------------------------------------------------------------
      11/25/2006           12/25/2006       19,153,426.86
-------------------------------------------------------------
      12/25/2006           1/25/2007        18,860,767.82
-------------------------------------------------------------
      1/25/2007            2/25/2007        18,537,147.98
-------------------------------------------------------------
      2/25/2007            3/25/2007        18,183,432.36
-------------------------------------------------------------
      3/25/2007            4/25/2007        17,800,564.38
-------------------------------------------------------------
      4/25/2007            5/25/2007        17,389,563.30
-------------------------------------------------------------
      5/25/2007            6/25/2007        16,951,521.46
-------------------------------------------------------------
      6/25/2007            7/25/2007        16,487,600.98
-------------------------------------------------------------
      7/25/2007            8/25/2007        16,034,112.44
-------------------------------------------------------------
      8/25/2007            9/25/2007        15,590,883.20
-------------------------------------------------------------
      9/25/2007            10/25/2007       15,157,743.48
-------------------------------------------------------------
      10/25/2007           11/25/2007       14,734,526.30
-------------------------------------------------------------
      11/25/2007           12/25/2007       14,321,067.41
-------------------------------------------------------------
      12/25/2007           1/25/2008        13,917,205.32
-------------------------------------------------------------
      1/25/2008            2/25/2008        13,522,781.17
-------------------------------------------------------------
      2/25/2008            3/25/2008        13,137,638.73
-------------------------------------------------------------
      3/25/2008            4/25/2008        12,761,624.36
-------------------------------------------------------------
      4/25/2008            5/25/2008        12,394,586.96
-------------------------------------------------------------
      5/25/2008            6/25/2008        12,036,377.90
-------------------------------------------------------------
      6/25/2008            7/25/2008        11,686,851.04
-------------------------------------------------------------
      7/25/2008            8/25/2008        11,345,862.63
-------------------------------------------------------------
      8/25/2008            9/25/2008        11,013,271.30
-------------------------------------------------------------
      9/25/2008            10/25/2008       10,688,938.02
-------------------------------------------------------------
      10/25/2008           11/25/2008       10,372,726.06
-------------------------------------------------------------
      11/25/2008           12/25/2008       10,064,500.93
-------------------------------------------------------------
      12/25/2008           1/25/2009         9,764,130.39
-------------------------------------------------------------
      1/25/2009            2/25/2009         9,471,484.36
-------------------------------------------------------------
      2/25/2009            3/25/2009         9,186,434.92
-------------------------------------------------------------
      3/25/2009            4/25/2009         8,908,856.27
-------------------------------------------------------------
      4/25/2009            5/25/2009         8,638,624.67
-------------------------------------------------------------


                                       18
<PAGE>

-------------------------------------------------------------
      5/25/2009            6/25/2009         8,375,618.45
-------------------------------------------------------------
      6/25/2009            7/25/2009         8,119,717.94
-------------------------------------------------------------
      7/25/2009            8/25/2009         7,870,805.44
-------------------------------------------------------------
      8/25/2009            9/25/2009         7,628,765.20
-------------------------------------------------------------
      9/25/2009            10/25/2009        7,393,483.39
-------------------------------------------------------------
      10/25/2009           11/25/2009        7,164,848.06
-------------------------------------------------------------
      11/25/2009           12/25/2009        6,942,749.10
-------------------------------------------------------------
      12/25/2009           1/25/2010         6,727,078.24
-------------------------------------------------------------
      1/25/2010            2/25/2010         6,517,728.98
-------------------------------------------------------------
      2/25/2010            3/25/2010         6,314,596.59
-------------------------------------------------------------
      3/25/2010            4/25/2010         6,117,578.07
-------------------------------------------------------------
      4/25/2010            5/25/2010         5,926,572.14
-------------------------------------------------------------
      5/25/2010            6/25/2010         5,741,479.16
-------------------------------------------------------------
      6/25/2010            7/25/2010         5,562,201.18
-------------------------------------------------------------
      7/25/2010            8/25/2010         5,388,641.83
-------------------------------------------------------------
      8/25/2010            9/25/2010         5,220,706.36
-------------------------------------------------------------
      9/25/2010            10/25/2010        5,058,301.58
-------------------------------------------------------------
      10/25/2010           11/25/2010        4,901,335.84
-------------------------------------------------------------
      11/25/2010           12/25/2010        4,749,719.01
-------------------------------------------------------------
      12/25/2010           1/25/2011         4,603,362.44
-------------------------------------------------------------
      1/25/2011            2/25/2011         4,462,178.98
-------------------------------------------------------------
      2/25/2011            3/25/2011         4,326,082.87
-------------------------------------------------------------
      3/25/2011            4/25/2011         4,194,989.82
-------------------------------------------------------------
      4/25/2011            5/25/2011         4,068,816.89
-------------------------------------------------------------
      5/25/2011            6/25/2011         3,947,482.56
-------------------------------------------------------------
      6/25/2011            7/25/2011         3,830,906.62
-------------------------------------------------------------
      7/25/2011            8/25/2011         3,718,968.54
-------------------------------------------------------------
      8/25/2011            9/25/2011         3,645,047.36
-------------------------------------------------------------
      9/25/2011            10/25/2011        3,575,473.95
-------------------------------------------------------------
      10/25/2011           11/25/2011        3,510,174.05
-------------------------------------------------------------
      11/25/2011           12/25/2011        3,449,074.63
-------------------------------------------------------------
      12/25/2011           1/25/2012         3,392,103.90
-------------------------------------------------------------
      1/25/2012            2/25/2012         3,339,191.25
-------------------------------------------------------------
      2/25/2012            3/25/2012         3,290,267.25
-------------------------------------------------------------
      3/25/2012            4/25/2012         3,245,263.62
-------------------------------------------------------------
      4/25/2012            5/25/2012         3,204,113.24
-------------------------------------------------------------
      5/25/2012            6/25/2012         3,166,750.09
-------------------------------------------------------------
      6/25/2012            7/25/2012         3,133,109.27
-------------------------------------------------------------


                                       19
<PAGE>

-------------------------------------------------------------
      7/25/2012            8/25/2012         3,103,126.96
-------------------------------------------------------------
      8/25/2012            9/25/2012         3,087,210.96
-------------------------------------------------------------
      9/25/2012            10/25/2012        3,074,702.22
-------------------------------------------------------------
      10/25/2012           11/25/2012        3,065,541.13
-------------------------------------------------------------
      11/25/2012           12/25/2012        3,059,669.11
-------------------------------------------------------------
      12/25/2012           1/25/2013         3,057,028.57
-------------------------------------------------------------
      1/25/2013            2/25/2013         3,056,028.57
-------------------------------------------------------------
      2/25/2013            3/25/2013         3,055,028.57
-------------------------------------------------------------
      3/25/2013            4/25/2013         3,054,028.57
-------------------------------------------------------------
      4/25/2013            5/25/2013         3,053,028.57
-------------------------------------------------------------
      5/25/2013            6/25/2013         3,052,028.57
-------------------------------------------------------------
      6/25/2013            7/25/2013         3,051,028.57
-------------------------------------------------------------
      7/25/2013            8/25/2013         3,017,048.24
-------------------------------------------------------------
      8/25/2013            9/25/2013         2,896,952.44
-------------------------------------------------------------
      9/25/2013            10/25/2013        2,779,279.88
-------------------------------------------------------------
      10/25/2013           11/25/2013        2,663,986.17
-------------------------------------------------------------
      11/25/2013           12/25/2013        2,551,027.69
-------------------------------------------------------------
      12/25/2013           1/25/2014         2,440,361.58
-------------------------------------------------------------
      1/25/2014            2/25/2014         2,331,945.73
-------------------------------------------------------------
      2/25/2014            3/25/2014         2,225,738.76
-------------------------------------------------------------
      3/25/2014            4/25/2014         2,121,700.03
-------------------------------------------------------------
      4/25/2014            5/25/2014         2,019,789.60
-------------------------------------------------------------
      5/25/2014            6/25/2014         1,919,968.22
-------------------------------------------------------------
      6/25/2014            7/25/2014         1,822,197.35
-------------------------------------------------------------
      7/25/2014            8/25/2014         1,726,439.11
-------------------------------------------------------------
      8/25/2014            9/25/2014         1,649,708.72
-------------------------------------------------------------
      9/25/2014            10/25/2014        1,574,507.96
-------------------------------------------------------------
      10/25/2014           11/25/2014        1,500,808.14
-------------------------------------------------------------
      11/25/2014           12/25/2014        1,428,581.07
-------------------------------------------------------------
      12/25/2014           1/25/2015         1,357,799.11
-------------------------------------------------------------
      1/25/2015            2/25/2015         1,288,435.09
-------------------------------------------------------------
      2/25/2015            3/25/2015         1,220,462.33
-------------------------------------------------------------
      3/25/2015            4/25/2015         1,153,854.65
-------------------------------------------------------------
      4/25/2015            5/25/2015         1,088,586.33
-------------------------------------------------------------
      5/25/2015            6/25/2015         1,024,632.12
-------------------------------------------------------------
      6/25/2015            7/25/2015          961,967.22
-------------------------------------------------------------
      7/25/2015            8/25/2015          900,567.29
-------------------------------------------------------------
      8/25/2015            9/25/2015          854,874.47
-------------------------------------------------------------


                                       20
<PAGE>

-------------------------------------------------------------
      9/25/2015            10/25/2015         809,953.19
-------------------------------------------------------------
      10/25/2015           11/25/2015         765,790.56
-------------------------------------------------------------
      11/25/2015           12/25/2015         722,373.92
-------------------------------------------------------------
      12/25/2015           1/25/2016          679,690.79
-------------------------------------------------------------
      1/25/2016            2/25/2016          637,728.93
-------------------------------------------------------------
      2/25/2016            3/25/2016          596,476.28
-------------------------------------------------------------
      3/25/2016            4/25/2016          555,920.99
-------------------------------------------------------------
      4/25/2016            5/25/2016          516,051.40
-------------------------------------------------------------
      5/25/2016            6/25/2016          476,856.05
-------------------------------------------------------------
      6/25/2016            7/25/2016          438,323.67
-------------------------------------------------------------
      7/25/2016            8/25/2016          398,286.52
-------------------------------------------------------------
      8/25/2016            9/25/2016          358,948.37
-------------------------------------------------------------
      9/25/2016            10/25/2016         320,297.33
-------------------------------------------------------------
      10/25/2016           11/25/2016         282,321.67
-------------------------------------------------------------
      11/25/2016           12/25/2016         245,009.89
-------------------------------------------------------------
      12/25/2016           1/25/2017          208,350.67
-------------------------------------------------------------
      1/25/2017            2/25/2017          172,332.88
-------------------------------------------------------------
      2/25/2017            3/25/2017          136,945.57
-------------------------------------------------------------
      3/25/2017            4/25/2017          102,178.00
-------------------------------------------------------------
      4/25/2017            5/25/2017          68,019.57
-------------------------------------------------------------
      5/25/2017            6/25/2017          34,459.89
-------------------------------------------------------------
      6/25/2017            7/25/2017           1,488.74
-------------------------------------------------------------


                                       21
<PAGE>