threatened in connection with which this
certification is or would
be relevant, we irrevocably authorize you to produce this certification or a copy thereof to any interested party in such proceedings.
Dated:
By:
EXHIBIT EIGHT
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-QO2, Class
B, Issued
Pursuant To The Pooling And Servicing
Agreement
Dated As Of February 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 B Certificate
(CUSIP No.
________) (as defined in the Agreement) be exchanged for an equal principal amount
represented by the Rule 144A Global Class B Certificate (CUSIP No. _______) to be held by you for our account.
Date:
[Initial Purchaser]
By:
Title:
EXHIBIT NINE-A
FORM OF
RULE 144A GLOBAL CLASS B 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 AN INTEREST IN THE SB-AMB SWAP AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON,
UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION
PURSUANT TO
SECTION
5.02(E) OF THE AGREEMENT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE MASTER
SERVICER,
THE COMPANY AND THE TRUSTEE THAT THE
PURCHASE OF THIS CERTIFICATE
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED
TRANSACTION
UNDER SECTION 406 OF THE EMPLOYEE
RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"),
OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER
SERVICER,
THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
NO TRANSFER OF THIS
CERTIFICATE OR INTEREST HEREIN MAY BE MADE BY A HOLDER OF THIS
CERTIFICATE
UNLESS THAT TRANSFER IS MADE