THIS
CERTIFICATE
IN THE UNITED STATES OR TO U.S.
PERSONS
PRIOR TO THE DATE
THAT IS 40 DAYS
AFTER
THE
CLOSING
DATE MAY
CONSTITUTE
A
VIOLATION
OF UNITED
STATES
LAW,
AND THAT
DISTRIBUTIONS
OF PRINCIPAL AND INTEREST WILL BE MADE IN RESPECT OF SUCH
CERTIFICATES
ONLY
FOLLOWING THE DELIVERY BY THE HOLDER OF A
CERTIFICATION
OF NON-U.S.
BENEFICIAL
OWNERSHIP
OR THE EXCHANGE OF
BENEFICIAL
INTEREST IN
TEMPORARY
REGULATION S GLOBAL
OFFERED
CERTIFICATES
FOR
BENEFICIAL
INTERESTS IN THE RELATED
PERMANENT
REGULATION S GLOBAL OFFERED
CERTIFICATES
(WHICH IN EACH CASE WILL
ITSELF REQUIRE A CERTIFICATION OF NON-U.S. BENEFICIAL OWNERSHIP), AT THE TIMES AND IN THE MANNER SET FORTH IN THE AGREEMENT.
THE HOLDER OF THIS CERTIFICATE
DESIRING TO EFFECT ANY TRANSFER,
SALE, PLEDGE OR OTHER
DISPOSITION
SHALL, AND BY ACCEPTANCE
OF THIS
CERTIFICATE WILL BE DEEMED TO HAVE AGREED TO,
INDEMNIFY THE TRUSTEE,
THE DEPOSITOR,
THE MASTER SERVICER AND THE CERTIFICATE
REGISTRAR
AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER,
SALE, PLEDGE OR OTHER DISPOSITION IS NOT SO EXEMPT OR IS NOT MADE IN
ACCORDANCE WITH SUCH FEDERAL AND STATE LAWS AND THE AGREEMENT.
NO TRANSFER OF ANY CLASS SB CERTIFICATE
SHALL BE MADE UNLESS THE PROPOSED
TRANSFEREE OF SUCH CLASS SB
CERTIFICATE
PROVIDES
TO THE TRUSTEE THE APPROPRIATE TAX CERTIFICATION FORM (I.E., IRS FORM W-9 OR IRS FORM W-8BEN,
W-8IMY,
W-8EXP OR W-8ECI, AS APPLICABLE
(OR ANY SUCCESSOR
FORM
THERETO)) AND AGREES TO UPDATE SUCH FORMS (I) UPON
EXPIRATION OF ANY SUCH FORM,
(II) AS REQUIRED
UNDER THEN
APPLICABLE U.S. TREASURY
REGULATIONS AND (III) PROMPTLY UPON LEARNING THAT SUCH FORM HAS BECOME OBSOLETE OR INCORRECT,
AS A CONDITION
TO SUCH TRANSFER.
UNDER THE AGREEMENT,
UPON RECEIPT OF ANY SUCH TAX CERTIFICATION FORM FROM A TRANSFEREE OF ANY CLASS SB CERTIFICATE,
THE TRUSTEE
(INCLUDING IN ITS CAPACITY AS SUPPLEMENTAL
INTEREST TRUST TRUSTEE) SHALL FORWARD SUCH TAX CERTIFICATION
FORM PROVIDED TO
IT TO THE SWAP
COUNTERPARTY.
EACH HOLDER OF A CLASS SB CERTIFICATE AND EACH
TRANSFEREE
THEREOF SHALL BE DEEMED TO HAVE CONSENTED TO
THE TRUSTEE
FORWARDING TO THE SWAP COUNTERPARTY ANY SUCH TAX
CERTIFICATION
FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE WITH THESE
TRANSFER
RESTRICTIONS.
ANY PURPORTED SALES OR TRANSFERS OF ANY CLASS SB CERTIFICATE TO A TRANSFEREE
WHICH DOES NOT COMPLY WITH THESE
REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER THE AGREEMENT.
CUSIP: _____________________
Certificate No. SB-[__]-1
Date of Pooling and Servicing Agreement
Percentage Interest: [__]%
and Cut-off Date:
March 1, 2007
First Distribution Date:
April 25, 2007
Aggregate Initial Notional Balance
of the Class SB-[_] Certificates:
$___________________________
Master Servicer:
Initial Notional Balance
RESIDENTIAL FUNDING COMPANY, LLC
of this Class SB-[_] Certificate:
$___________________________
Maturity Date:
__________ __, 20__
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2007-QH3
evidencing a percentage interest in the distributions allocable to the Class SB-[_] Certificates
with respect to a Trust Fund consisting primarily of a pool of fixed and adjustable interest rate,
first lien mortgage loans on one- to four-family residential properties sold by RESIDENTIAL
ACCREDIT LOANS INCORPORATED
This
Certificate
is payable solely from the assets