RALI Series 2006-QO9 Trust
EX 10.6
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>qo9conf4.txt
<DESCRIPTION>EX 10.6
<TEXT>

                                 LEHMAN BROTHERS

                                   TRANSACTION

Date:          29 November, 2006

To:            RALI Grantor Trust I-A, Series 2006-QO9
               c/o Deutsche Bank Trust Company Americas, not individually but
               solely in its capacity as grantor trust trustee
               1761 East St. Andrew Place
               Santa Ana, California 92705-4934,
               Attention:  Trust Administration; RF06QO9
               Facsimile: (714) 247-6470


From:          Lehman Brothers Special Financing Inc.
               Mandy Lee - Confirmations Group
               Facsimile:    (+1) 646-885-9551 (United States of America)
               Telephone:    212-526-9257

Ref. Numbers: Risk ID: 1363279L / Effort ID: N1141956 / Global Deal ID: 2764775

--------------------------------------------------------------------------------

Dear Sir or Madam:

The purpose of this  communication  is to set forth the terms and  conditions of
the  interest  rate  transaction  that has been  entered  into on the Trade Date
referred to below (the "Transaction"), between Lehman Brothers Special Financing
Inc.  ("Party  A") and  Deutsche  Bank  Trust  Company  Americas,  solely in its
capacity as grantor trust trustee (the "Grantor Trust  Trustee") of RALI Grantor
Trust I-A, Series 2006-QO9,  a grantor trust (the "Grantor Trust" or "Party B").
This communication  constitutes a "Confirmation" as referred to in the ISDA Form
specified below.

This  Confirmation is subject to and  incorporates the terms of the 1992 version
of the preprinted multicurrency cross-border form of Master Agreement (the "ISDA
Form") published by the International  Swaps and Derivatives  Association,  Inc.
("ISDA"),  but without regard to any modifications or elections that the parties
may be  entitled  to make  pursuant  to a  Schedule  except as  provided  in the
Additional   Provisions  paragraph  herein.  All  provisions  contained  in,  or
incorporated  by  reference  to, the ISDA Form shall  govern  this  Confirmation
except as expressly modified below. In addition,  this Confirmation shall itself
evidence a complete and binding agreement between you and us as to the terms and
conditions of the Transaction to which this Confirmation relates.

Party A and  Party B each  represents  that  entering  into the  Transaction  is
authorized and does not violate any laws of its  jurisdiction of organization or
residence or the terms of any  agreement  to which it is a party and that,  upon
due execution and delivery of this  Confirmation,  it will  constitute a legally
valid and binding  obligation,  enforceable  against it in  accordance  with its
terms,  subject to applicable  principles of bankruptcy  and  creditors'  rights
generally and to equitable principles of general application.

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 the terms of this Confirmation,  this
Confirmation will govern. For the purpose of the Definitions,  references herein
to a  "Transaction"  shall be deemed to be references  to a "Swap  Transaction".
Capitalized  terms used herein not otherwise  defined are given their meaning in
the  Prospectus  Supplement  dated as of 29  November,  2006  among  Residential
Accredit Loans, Inc., as Depositor,  Residential Funding Company, LLC, as Seller
and Master  Servicer,  RALI Series 2006-QO9  Trust, as Issuing Entity,  and RALI
Grantor  Trust I-A,  Series  2006-QO9,  as Grantor  Trust  Issuing  Entity  (the
"Prospectus Supplement").


                     LEHMAN BROTHERS SPECIAL FINANCING INC.
                              LEHMAN BROTHERS INC.
                      745 SEVENTH AVENUE, NEW YORK NY 10019


                                       1
<PAGE>


The terms of the particular  Transaction to which this communication relates are
as follows:

  GENERAL TERMS:

      Trade Date:                       28 November, 2006

      Effective Date:                   30 November, 2006

      Termination Date:                 The earlier of (i) the Distribution Date
                                        following  the date on which the Current
                                        Principal  Balance  of the Class  I-A3AU
                                        Certificates   from  the   RALI   Series
                                        2006-QO9  Trust are reduced to zero,  or
                                        (ii) 25 December, 2036.

      Principal Balance:                The  Principal   Balance  of  the  Class
                                        I-A3AU Certificates shall be provided by
                                        the Grantor  Trustee to the  Calculation
                                        Agent  two   Business   Days   prior  to
                                        Floating  Amounts  II Payer  Period  End
                                        Dates   pursuant   to  the  Pooling  and
                                        Servicing   Agreement  dated  as  of  01
                                        November, 2006 among Deutsche Bank Trust
                                        Company     Americas,     as    trustee,
                                        Residential  Funding  Company,  LLC,  as
                                        seller   and   master   servicer,    and
                                        Residential  Accredit  Loans,  Inc.,  as
                                        depositor (the "PSA").

      Notional Amount:                  USD    165,000,000   for   the   initial
                                        Calculation   Period,   and   for   each
                                        Calculation   Period   thereafter,   the
                                        Current  Principal  Balance of the Class
                                        I-A3AU Certificates.

  FLOATING AMOUNTS I:

      Floating Amount I Payer:          Party B

      Floating Amount I Payer
      Payment  Dates:                   The  25th  calendar  day of each  month,
                                        from and including 25 December,  2006 to
                                        and  including  the  Termination   Date,
                                        subject to adjustment in accordance with
                                        the  Modified   Following  Business  Day
                                        Convention.

      Floating Amount I:                The sum of (i) from interest payments on
                                        the Class I-A3AU  Certificates,  accrued
                                        and unpaid  interest  on the related Cap
                                        Deferred Interest Amount and (ii) to the
                                        extent  of  principal  payments  on  the
                                        Class I-A3AU  Certificates,  the related
                                        Cap Deferred Interest Amount.

      Floating Rate Day
      Count Fraction:                   Actual/360

      Reset Dates:                      The first day of each Calculation Period


                                       2
<PAGE>


  FLOATING AMOUNTS II:

      Floating Amount II Payer:         Party A

      Floating Amount II Payer
      Period End  Dates:                The  25th  calendar  day of each  month,
                                        from and including 25 December,  2006 to
                                        and  including  the  Termination   Date,
                                        subject to adjustment in accordance with
                                        the  Modified   Following  Business  Day
                                        Convention.

      Early Payment:                    One  (1)  Business  Day  preceding  each
                                        Floating Rate Payer Period End Date.

      Floating Amount II:               The  amount,  if  any,  of Net  Deferred
                                        Interest  allocated  to the Class I-A3AU
                                        Certificates.

      Floating Rate Day
      Count Fraction:                   Actual/360

      Reset Dates:                      The first day of each Calculation Period

  BUSINESS DAYS:                        New York

  MISCELLANEOUS:

      Calculation Agent:                Party A

      Office:                           For the  purposes  of this  Transaction,
                                        Party A is not a Multibranch  Party, and
                                        Party B is not a Multibranch Party.

      Transfer:                         Notwithstanding  Section  7 of the  ISDA
                                        Form,  Party A may assign its rights and
                                        obligations under this  Transaction,  in
                                        whole and not in part,  to any Affiliate
                                        of Holdings  effective  upon delivery to
                                        Party B of the guarantee by Holdings, in
                                        favor of Party B, of the  obligations of
                                        such Affiliate.

      Governing Law:                    The  laws  of  the  State  of  New  York
                                        (without  reference  to  choice  of  law
                                        doctrine).

      Credit Support Provider:          With respect to Party A, Lehman Brothers
                                        Holdings Inc. ("Holdings").

      Termination Currency:             USD


                                       3
<PAGE>


    ADDITIONAL PROVISIONS:

        1.   Sections 5(a)(ii), (iii), (iv), (v), (vi), and (vii)(2) of the ISDA
             Form will not apply to Party B.

        2.   The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a) of the
             ISDA Form will not apply.

        3.   PAYMENTS ON EARLY TERMINATION.  For the purposes of Section 6(e) of
             the ISDA Form, Loss and Second Method will be used.


        4.   REPRESENTATIONS.  Section 3 of the ISDA Form is hereby  amended  by
             adding the following additional subsections:

             (a)    NO  AGENCY.   It  is  entering  into  this   Transaction  as
                    principal.

             (b)    ELIGIBLE CONTRACT  PARTICIPANT.  It is an "eligible contract
                    participant"   as   defined   in   the   Commodity   Futures
                    Modernization Act of 2000.

             (c)    NO RELIANCE.  In connection with the  negotiation,  entering
                    into and execution of this Transaction, Party B acknowledges
                    and agrees  that:  (i) Party A is acting for its own account
                    and not as a  fiduciary  for,  or  financial  or  investment
                    advisor to, Party B (or in any similar capacity)  regardless
                    of whether Party A provides Party B with market  information
                    or  its  views;  (ii)  Party  B  is  not  relying  upon  any
                    communications  (whether  written  or oral)  from Party A as
                    investment  advice or as a recommendation to enter into this
                    Transaction  (other than the  representations  expressly set
                    forth  in  the  ISDA  Form),   it  being   understood   that
                    information  and  explanations  related  to  the  terms  and
                    conditions  of  this  Transaction  shall  not be  considered
                    investment  advice or a  recommendation  to enter  into this
                    Transaction; (iii) Party B has not received from Party A any
                    assurance or  guarantee  as to the expected  results of this
                    Transaction and  understands  the risks of the  Transaction;
                    (iv) Party B has consulted  with its own legal,  regulatory,
                    tax,  business,   investment,   financial,   and  accounting
                    advisors to the extent it has deemed  necessary,  and it has
                    made its own independent  investment,  hedging,  and trading
                    decisions  based upon its own  judgment  and upon any advice
                    from such  advisors as it has deemed  necessary and not upon
                    any  view  expressed  by  Party  A;  and  (v)  Party  B  has
                    determined  based upon its own  judgment and upon any advice
                    received from its own professional advisors as it has deemed
                    necessary to consult that entering into the  Transaction  is
                    appropriate  for  such  party  in  light  of  its  financial
                    capabilities and objectives.

        5.   NETTING OF PAYMENTS.   Subparagraph   (ii)  of  Section 2(c) of the
             ISDA Form will not apply to any  Transaction  between  the  parties
             hereto.

        6.   WAIVER OF TRIAL BY JURY. Insofar as is permitted by law, each party
             irrevocably waives any and all rights to trial by jury in any legal
             proceeding in connection with this  Transaction,  and  acknowledges
             that this  waiver is a  material  inducement  to the other  party's
             entering into this Transaction.

        7.   COMPLIANCE  WITH  REGULATION AB. Party A and Party B agree that the
             terms of the Item 1115 Agreement dated as of November 29, 2006 (the
             "Indemnification  Agreement"),  among Residential  Funding Company,
             LLC,  Residential  Accredit  Loans,  Inc.  and  Party  A  shall  be
             incorporated  by reference into this  Confirmation  so that Party B
             shall be an express third party beneficiary of the  Indemnification
             Agreement.  A copy of the  Indemnification  Agreement  is  attached
             hereto as Exhibit A.


                                       4
<PAGE>


        8.   LIMITATION OF LIABILITY.  It is expressly  understood and agreed by
             the parties  hereto  that (a) this  Confirmation  is  executed  and
             delivered  by  Deutsche  Bank  Trust  Company  Americas  ("Deutsche
             Bank"),  not  individually  or personally but solely as the Grantor
             Trustee,  in the exercise of the powers and authority conferred and
             vested in it, (b) 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 are made and  intended for the purpose of binding only the
             Trust,  (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
             who are signatories to this Confirmation and by any person claiming
             by,  through or under such  parties and (d) 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 Confirmation.

        9.   NON-PETITION.   Lehman  Brothers  Special   Financing  Inc.  hereby
             irrevocably and  unconditionally  agrees that it will not institute
             against, or join any other person in instituting against, the Party
             B, any  bankruptcy,  reorganization,  arrangement,  insolvency,  or
             similar  proceeding  under the laws of the  United  States,  or any
             other jurisdiction until one year and one day after the termination
             of this Trust.

        10.  SEVERABILITY.  If any term,  provision,  covenant,  or condition of
             this  Confirmation,  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  Confirmation  had been executed with the invalid
             or unenforceable  portion eliminated,  so long as this Confirmation
             as so modified  continues to express,  without material change, the
             original intentions of the parties as to the subject matter of this
             Confirmation and the deletion of such portion of this  Confirmation
             will  not   substantially   impair  the   respective   benefits  or
             expectations of the parties.

        11.  Any amendments,  transfers or assignments of obligations under this
             Confirmation shall not be effective unless a Rating Agency confirms
             in writing that the rating of any Certificates  issued by the Trust
             will be unaffected by such action.


                                       5
<PAGE>


ACCOUNT FOR PAYMENT TO
PARTY A IN USD:                 JPMorgan Chase Bank, New York
                                ABA # 021000021
                                A/C of Lehman Brothers Special Financing Inc.
                                A/C # 066-143543

ACCOUNT FOR PAYMENT TO
PARTY B IN USD:                 Deutsche Bank Trust Company Americas
                                ABA# 021001033
                                Account# 01419663
                                Account Name: NYLTD Funds Control/Stars West
                                Ref: RALI 2006-QO9 I-A3A Cap


Please confirm your agreement with the foregoing by executing this  Confirmation
and returning  such  Confirmation,  in its entirety,  to us at facsimile  number
646-885-9551 (United States of America), Attention: Documentation.



Yours sincerely,                            Accepted and agreed to:

LEHMAN BROTHERS SPECIAL FINANCING INC.      RALI  GRANTOR   TRUST  I-A,   SERIES
                                            2006-QO9

                                            BY:   DEUTSCHE  BANK  TRUST  COMPANY
                                            AMERICAS   NOT  IN  ITS   INDIVIDUAL
                                            CAPACITY BUT SOLELY AS GRANTOR TRUST
                                            TRUSTEE



                                             By:________________________________
                                             Name:
                                             Title:


                                       6
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