of
"offshore
transactions" in Regulation S.
EXHIBIT TEN
FORM OF
INITIAL PURCHASER EXCHANGE INSTRUCTIONS
Depository Trust Company
55 Water Street
50th Floor
New York, New York 10041
Re:
RESIDENTIAL
ACCREDIT LOANS, INC.,
Mortgage
Asset-Backed
Pass-Through
Certificates,
Series 2007-QH5,
Class SB, issued pursuant to the Series
Supplement,
dated as of May 1, 2007,
to the Standard
Terms of Pooling
and
Servicing
Agreement,
dated as of May 1, 2007,
among
RESIDENTIAL
ACCREDIT LOANS,
INC.,
RESIDENTIAL
FUNDING COMPANY,
LLC, and DEUTSCHE
BANK TRUST COMPANY AMERICAS, as Trustee (the "Certificates").
Pursuant to Section 5.02(g) of the Agreement,
________________________
(the "Initial
Purchaser")
hereby
requests
that
$______________
aggregate
principal
amount
of
the
Certificates
held by you for our
account
and
represented
by the
Temporary
Regulation
S
Global Class SB
Certificate
(CUSIP No.
________) (as defined in the Agreement) be exchanged
for an equal
principal
amount
represented
by the Rule
144A
Global
Class SB
Certificate
(CUSIP No. _______) to be held by you for our account.
Date:
________________________
[Initial Purchaser]
By:
________________________
Title:
EXHIBIT ELEVEN-A
FORM OF RULE 144A GLOBAL CLASS SB-[__] CERTIFICATE
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AND
CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
UNLESS
THIS
CERTIFICATE
IS
PRESENTED
BY
AN
AUTHORIZED
REPRESENTATIVE
OF
THE
DEPOSITORY
TRUST
COMPANY,
A NEW YORK
CORPORATION
("DTC"),
TO
ISSUER
OR ITS
AGENT
FOR
REGISTRATION OF TRANSFER,
EXCHANGE,
OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED
REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS
REQUESTED
BY AN
AUTHORIZED
REPRESENTATIVE
OF DTC),
ANY TRANSFER,
PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE
REGISTERED
OWNER
HEREOF,
CEDE &
CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
RESPECTIVELY,
IN
SECTIONS
860G AND
860D OF THE
INTERNAL
REVENUE
CODE OF 1986
(THE
"CODE")
COUPLED
WITH
INTERESTS IN THE SWAP AGREEMENT AND THE SB-AM SWAP AGREEMENT.
TRANSFERS
OF THE
CERTIFICATES
MUST
GENERALLY BE
ACCOMPANIED
BY
APPROPRIATE
TAX
TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE AGREEMENT.
ANY
TRANSFEREE OF THIS
CERTIFICATE
WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF
ITS PURCHASE OR HOLDING OF THIS
CERTIFICATE
(OR INTEREST
THEREIN)
THAT SUCH
TRANSFEREE IS
NOT AN
EMPLOYEE
BENEFIT
PLAN
OR
OTHER
PLAN
OR
ARRANGEMENT
SUBJECT
TO THE
PROHIBITED
TRANSACTION
PROVISIONS
OF THE EMPLOYEE
RETIREMENT
INCOME
SECURITY ACT OF 1974, AS AMENDED
("ERISA"),
OR SECTION 4975 OF THE CODE OR A PERSON
(INCLUDING AN INSURANCE COMPANY INVESTING
ITS GENERAL ACCOUNT,
AN INVESTMENT
MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN)
WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION.
NO TRANSFER
OF THIS
CERTIFICATE
OR INTEREST
HEREIN MAY BE MADE