of America, (ii) the transaction was executed in, on or
through the facilities of a designated offshore securities market and neither
the Transferor nor any person acting on its behalf knows that the transaction
was pre-arranged with a buyer in the United States of America,]**/ (iii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or 904(b) of Regulation 5, as applicable, (iv) the transaction is
not part of a plan or scheme to evade the registration requirements of the
Securities Act, and (b) with respect to transfers made in reliance on Rule 144
under the Securities Act, the Transferor does hereby certify that the
Certificates are being transferred in a transaction permitted by Rule 144 under
the Securities Act. This certification and the statements contained herein are
made for your benefit and the benefit of the issuer and the [placement agent].
[Insert name of Transferor] Date: _____________________________
By:______________________________ Title: 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 2005-QA7, Class SB-1, Issued Pursuant To The
Pooling And Servicing Agreement Dated As Of August 1, 2006 Among RESIDENTIAL
ACCREDIT LOANS, INC., RESIDENTIAL FUNDING CORPORATION, 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