EACH CASE, THAT THE REOFFER,
RESALE,
PLEDGE OR
OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
PROVIDED
THAT SUCH
PURCHASER
DELIVERS ALL DOCUMENTS AND
CERTIFICATIONS
AS THE TRUSTEE MAY REASONABLY
REQUIRE;
(B) TO A NON U.S. PERSON (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT
("REGULATION
S") OUTSIDE THE UNITED STATES IN COMPLIANCE
WITH RULE 903 OR 904 OF REGULATION S
UNDER
THE
SECURITIES
ACT;
OR (C) TO THE
DEPOSITOR
OR MASTER
SERVICER
OR THEIR
AFFILIATES,
IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION.
ANY
TRANSFEREE
OF THIS
CERTIFICATE
WILL BE DEEMED TO HAVE
REPRESENTED
BY VIRTUE OF ITS
PURCHASE
OR
HOLDING OF THIS
CERTIFICATE
(OR INTEREST
HEREIN) 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.
IF THIS
CERTIFICATE (OR ANY INTEREST
HEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE
CONDITIONS
DESCRIBED IN THE PRECEDING
PARAGRAPH,
THEN THE LAST PRECEDING
TRANSFEREE THAT IS NOT A PLAN INVESTOR
SHALL BE RESTORED,
TO THE EXTENT
PERMITTED BY LAW, TO ALL RIGHTS AND
OBLIGATIONS
AS
CERTIFICATE
OWNER THEREOF
RETROACTIVE
TO THE DATE OF SUCH
TRANSFER OF THIS
CERTIFICATE.
THE TRUSTEE
SHALL BE UNDER NO
LIABILITY
TO ANY
PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED
CERTIFICATE
OWNER WHOSE
ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST
HEREIN)
WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION
5.02(E)(II) OF THE POOLING AND SERVICING
AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE DEPOSITOR,
THE TRUSTEE, THE MASTER SERVICER,
ANY SUBSERVICER,
AND THE TRUST FUND
FROM AND AGAINST ANY AND ALL LIABILITIES,
CLAIMS,
COSTS OR EXPENSES
INCURRED BY SUCH PARTIES AS A RESULT OF SUCH
ACQUISITION OR HOLDING.
THIS
CERTIFICATE IS A TEMPORARY
REGULATION S GLOBAL
CERTIFICATE,
WITHOUT
COUPONS,
EXCHANGEABLE FOR A
PERMANENT
REGULATION S GLOBAL
CERTIFICATE
ONLY AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.
THE RIGHTS
ATTACHING TO THIS TEMPORARY
REGULATION S GLOBAL
CERTIFICATE,
AND THE
CONDITIONS
AND
PROCEDURES
GOVERNING ITS
EXCHANGE FOR A PERMANENT REGULATION S GLOBAL CERTIFICATE, ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT.
CUSIP: __________________
Certificate No. B-[_]
Date of Pooling and Servicing Agreement
Percentage Interest: 100.00%
and Cut-off Date:
August 1, 2007
First Distribution Date:
September 25, 2007
Aggregate Initial Notional Balance
of the Class B-[_] Certificates:
$___________________________
Master Servicer:
Initial Notional Balance
RESIDENTIAL FUNDING COMPANY, LLC
of this Class B-[_] Certificate:
$___________________________
Maturity Date:
__________ __, 20__
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2007-QH8
evidencing a percentage interest in the distributions allocable to the
Class B-[_] Certificates with respect to a Trust Fund consisting