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
Date of Pooling and Servicing Agreement
Percentage Interest: 100.00%
and Cut-off Date:
May 1, 2007
First Distribution Date:
June 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-QH5
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
mortgage loans on one- to
four-family residential properties sold by RESIDENTIAL ACCREDIT
LOANS INCORPORATED
This
Certificate
is payable
solely from the assets of the Trust Fund,
and does not
represent
an
obligation
of or interest in
RESIDENTIAL
ACCREDIT
LOANS
INCORPORATED,
the
Master
Servicer,
the Trustee
referred to below or GMAC MORTGAGE GROUP,
LLC or any of their
affiliates.
Neither this
Certificate
nor the
underlying
Mortgage
Loans are guaranteed or
insured
by any
governmental
agency or
instrumentality
or by
RESIDENTIAL
ACCREDIT
LOANS
INCORPORATED,
the Master
Servicer,
the Trustee or GMAC MORTGAGE GROUP,
LLC or any of their
affiliates.
None of the Depositor,
the Master
Servicer,
GMAC MORTGAGE GROUP, LLC or any of
their
affiliates
will
have
any
obligation
with
respect
to
any
certificate
or
other
obligation secured by or payable from payments on the Certificates.
This
certifies that CEDE & CO. is the
registered
owner of the
Percentage
Interest
evidenced
by this
Certificate
in
certain
distributions
with
respect
to the Trust