March 29, 2007
OHS DRAFT DATED 3/27/2007
DATE:
March 29, 2007
TO:
Deutsche Bank Trust Company Americas, not in its
individual capacity but solely as Supplemental
Interest Trust Trustee for the benefit of RALI
Series 2007-QH3 Supplemental Interest Trust, acting
on behalf of the Class A Certificateholders and the
Class M Certificateholders under the Pooling and
Servicing Agreement identified below ("PARTY A")
ATTENTION:
RALI Series 2007-QH3
FROM:
Deutsche Bank Trust Company Americas, not in its
individual capacity but solely as Supplemental
Interest Trust Trustee for the benefit of RALI
Series 2007-QH3 Supplemental Interest Trust, acting
on behalf of the Class SB Certificateholders under
the Pooling and Servicing Agreement identified below
("PARTY B")
SUBJECT:
Payment Swap Confirmation and Agreement
REFERENCE NUMBER
The
purpose
of
this
letter
agreement
(the
"Agreement")
is to
confirm
the
terms
and
conditions
of
the
Transaction
entered
into
on
the
Trade
Date
specified
below
(the
"Transaction")
between Party A and Party B. 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.
This
Agreement
is
subject
to and
incorporates
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")
but,
rather,
an ISDA Form Master Agreement shall be deemed to have been
executed
by you and us on the date we
entered
into
the
Transaction.
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.
Terms used
and not otherwise
defined herein,
in the ISDA Form Master Agreement or the Definitions shall
have the meanings assigned to them in the series supplement (the
"Series
Supplement"),
dated
as of March 1, 2007,
to the standard
terms of pooling and servicing
agreement,
dated as of
December
1,
2006 (the
"Standard
Terms",
and
together
with the
Series
Supplement,
the
"Pooling and Servicing
Agreement"),
among
Residential
Accredit Loans,
Inc., as depositor,
Residential
Funding
Company,
LLC,
as master
servicer,
and
Deutsche
Bank Trust
Company
Americas,
as trustee.
Each
reference to a "Section" or to a "Section"
"of this
Agreement"
will be
construed as a reference
to a Section of the 1992 ISDA Form Master
Agreement.
Each
capitalized
term used
herein
that is not
defined
herein
or in the 1992 ISDA Form
Master
Agreement
shall
have
the
meaning
defined
in
the
Pooling
and
Servicing
Agreement.
Notwithstanding
anything
herein to the
contrary,
should any
provision
of this
Agreement
conflict
with any
provision of the Pooling and
Servicing
Agreement,
the
provision of the
Pooling and Servicing Agreement shall apply.
2.
The terms of the
particular
Transaction
to which this
Confirmation
relates are as
follows:
Trade Date:
Effective Date:
Termination Date:
April 25, 2037 subject to
adjustment in accordance
with the Business Day Convention.
Business Days:
California, Minnesota, Texas, New York, Illinois.
Business Day Convention:
Following.
PARTY A PAYMENTS:
Party A Payment Dates:
Each
Distribution
Date
under
the
Pooling
and
Servicing Agreement.
Party A Payment Amounts:
On each Party A Payment Date,
the amount,
if any,
equal to the aggregate
amount of Net Swap Payments
and
Swap
Termination
Payments
owed to the
Swap
Counterparty
remaining unpaid after application of
the
sum
of
(A)
from
the
REMIC
I
Available
Distribution Amount (less the amount
distributable
on such
Distribution
Date in
respect of REMIC IV
Regular
Interest IO) that would have
remained had
the REMIC I
Available
Distribution
Amount
(less
the amount
distributable on such Distribution Date
in respect of REMIC IV
Regular
Interest
IO) been
applied
on such
Distribution
Date
to
make
the
distributions
for
such
Distribution
Date
under
Section 4.02(c)
clauses
(i)
through
(ix) of the
Pooling
and
Servicing
Agreement,
the sum of (I)
Accrued
Certificate
Interest
on
the
Class SB
Certificates,
(II) the
amount
of
any
Overcollateralization
Reduction
Amount
and (III)
for each
Distribution
Date after the
Certificate
Principal
Balance
of
each
Class
of
Class A
Certificates
and
Class M
Certificates
has
been
reduced to zero, the Overcollateralization
Amount,
(B)
from
prepayment
charges
on
deposit
in the
Certificate
Amount,
any
prepayment
charges
received on the
Mortgage
Loans during the related
Prepayment Period and (C) the amount
distributable
on
such
Distribution
Date
in
respect
of
the
REMIC IV Regular Interest IO.
PARTY B PAYMENTS:
Party B Payment Dates:
Each
Distribution
Date
under
the
Pooling
and
Servicing Agreement
Party B Payment Amounts:
On each Party B Payment
Date,
an amount
equal to
the
lesser
of
(a)
the
Available
Distribution
Amount
remaining on such
Distribution
Date after
the
distributions on such
Distribution Date under
Section 4.02(c)
clauses
(i)
through
(vi) of the
Pooling
and
Servicing
Agreement
and
(b) the
aggregate
unpaid Basis Risk
Shortfalls
allocated
to the Class A
Certificateholders
and the Class M
Certificateholders for such Distribution Date.
3.
Additional
Provisions:
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
and in
the
ISDA
Form
Master
Agreement
relating
to
such
Transaction, as applicable.
4.
Provisions Deemed Incorporated in a Schedule to the ISDA Form
Master Agreement:
1)
Termination Provisions. For purposes of the ISDA Form Master
Agreement:
(a)
"Specified Entity" is not applicable to Party A or Party B for any
purpose.
(b)
"Specified
Transaction" is not applicable to Party A or Party B for any
purpose, and,
accordingly, Section 5(a)(v) shall not apply to Party A or Party B.
(c)
The
"Cross
Default"
provisions
of Section
5(a)(vi)
shall not apply to Party A or
Party B.
(d)
The "Credit Event Upon Merger"
provisions of Section 5(b)(iv) will not apply to Party
A or Party B.
(e)
With
respect
to
Party
A
and
Party
B,
the
"Bankruptcy"
provision
of
Section
5(a)(vii)(2) of the ISDA Form Master Agreement will be deleted in
its entirety.
(f)
The "Automatic Early Termination"
provision of Section 6(a) will not apply to Party A
or to Party B.
(g)
Payments
on Early
Termination.
For the
purpose
of
Section
6(e) of the ISDA Form
Master Agreement:
(i)
Market Quotation will apply.
(ii)
The Second Method will apply.
(h)
"Termination Currency" means United States Dollars.
(i)
The provisions of Sections
5(a)(ii),
5(a)(iii) and 5(a)(iv) shall not apply to Party
A or Party B.
(j)
Tax Event.
The provisions of Section
2(d)(i)(4) and 2(d)(ii) of the ISDA Form Master
Agreement
shall not apply to Party A and Party A shall not be
required to pay
any additional amounts referred to therein.
2)
Tax Representations.
(a)
Payer
Representations.
For the
purpose
of
Section
3(e) of the ISDA
Form
Master
Agreement, each of Party A and Party B will 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
the
ISDA
Form
Master
Agreement)
to be
made
by it to the
other
party
under
this
Agreement.
In making
this
representation,
it may
rely on:
(i)
the accuracy of any
representations
made by the other party pursuant to Section 3(f)
of the ISDA Form Master Agreement;
(ii)
the
satisfaction of the agreement
contained in Sections
4(a)(i) or 4(a)(iii) of the
ISDA Form Master
Agreement
and the accuracy and
effectiveness
of any
document
provided
by the other party
pursuant to Sections
4(a)(i) or
4(a)(iii) of the ISDA Form Master Agreement; and
(iii)
the
satisfaction of the
