EX-10 4 qh4exh103.htm EX 10.3

Reference Number:  FXNSC9493
Deutsche Bank Trust Company  Americas,  not  individually,  but solely as  Supplemental  Interest  Trust Trustee on
behalf of the RALI Series 2007-QH4 Trust, Asset-Backed Pass-Through Certificates, Series 2007-QH4
April 27, 2007



                                                                                 BEAR STEARNS FINANCIAL PRODUCTS INC.
                                                                                                   383 MADISON AVENUE
                                                                                             NEW YORK, NEW YORK 10179
                                                                                                         212-272-4009



DATE:                               April 27, 2007

TO:                                 Deutsche  Bank  Trust  Company  Americas,   not   individually,   but  solely  as
                                    Supplemental  Interest Trust Trustee on behalf of the RALI Series 2007-QH4 Trust,
                                    Asset-Backed Pass-Through Certificates, Series 2007-QH4
ATTENTION:                          Trust Administration - RF07H4
TELEPHONE:                          714-247-6000
FACSIMILE:                          714-855-1557

FROM:                               Derivatives Documentation
TELEPHONE:                          212-272-2711
FACSIMILE:                          212-272-9857

SUBJECT:                            Fixed Income Derivatives Confirmation and Agreement

REFERENCE NUMBER: FXNSC9493

The purpose of this  letter  agreement  ("Agreement")  is to confirm the terms and  conditions  of the  Transaction
entered into on the Trade Date specified below (the " Transaction")  between Bear Stearns  Financial  Products Inc.
("Bear Stearns") and Deutsche Bank Trust Company Americas,  not individually,  but solely as Supplemental  Interest
Trust  Trustee  on behalf  of the RALI  Series  2007-QH4  Trust,  Asset-Backed  Pass-Through  Certificates,  Series
2007-QH4  ("Counterparty")  Reference is hereby made to the series  supplement  dated April 1, 2007 to the standard
terms of pooling and servicing  agreement,  dated as of December 1, 2006, among Residential Accredit Loans, Inc, as
seller  ("Seller") and as company  ("Company"),  Residential  Funding  Company,  LLC, as master  servicer  ("Master
Servicer"),  Residential Accredit Loans, Inc, as depositor  ("Depositor") and Deutsche Bank Trust Company Americas,
not  individually,  but solely as  supplemental  interest  trust trustee  ("Supplemental  Interest  Trustee")  (the
"Pooling and Servicing  Agreement")  This letter  agreement  constitutes the sole and complete  "Confirmation,"  as
referred to in the "ISDA Master  Agreement" (as defined below),  as well as a "Schedule" as referred to in the ISDA
Master Agreement.

(1)      This  Confirmation  is  subject  to the 2000 ISDA  Definitions  (the  "DEFINITIONS"),  as  published  by the
         International  Swaps and Derivatives  Association,  Inc. ("ISDA").  Any reference to a "Swap Transaction" in
         the  Definitions  is deemed to be a reference to a  "Transaction"  for purposes of this  Agreement,  and any
         reference to a  "Transaction"  in this  Agreement is deemed to be a reference  to a "Swap  Transaction"  for
         purposes  of the  Definitions.  This  Confirmation  shall  supplement,  form a part of, and be subject to an
         agreement  in the  form of the ISDA  Master  Agreement  (Multicurrency  - Cross  Border)  as  published  and
         copyrighted  in 1992 by the  International  Swaps  and  Derivatives  Association,  Inc.  (the  "ISDA  MASTER
         AGREEMENT"),  as if Bear Stearns and Counterparty had executed an agreement in such form on the date hereof,
         with a Schedule as set forth in Item 3 of this  Confirmation  (the  "SCHEDULE"),  and an ISDA Credit Support
         Annex  (Bilateral Form - ISDA Agreements  Subject to New York Law Only version) as published and copyrighted
         in 1994 by the  International  Swaps and  Derivatives  Association,  Inc.,  with Paragraph 13 thereof as set
         forth in  Annex A hereto  (the  "CREDIT  SUPPORT  ANNEX").  For the  avoidance  of  doubt,  the  Transaction
         described herein shall be the sole Transaction  governed by such ISDA Master Agreement.  In the event of any
         inconsistency  among any of the following  documents,  the relevant document first listed shall govern:  (i)
         this  Confirmation,  exclusive  of the  provisions  set forth in Item 3 hereof and Annex A hereto;  (ii) the
         Schedule;  (iii) the Credit Support Annex; (iv) the Definitions;  and (v) the ISDA Master  Agreement.  Terms
         capitalized  but not defined herein shall have the meanings  attributed to them in the Pooling and Servicing
         Agreement

         Each reference herein to a "Section" (unless  specifically  referencing the Pooling and Servicing  Agreement
         or to a  "Section"  of this  Agreement  will be  construed  as a  reference  to a Section of the ISDA Master
         Agreement;  each herein  reference to a "Part" will be construed as a reference to Schedule;  each reference
         herein to a "Paragraph" will be construed as a reference to a Paragraph of the Credit Support Annex.

(2)    The terms of the particular Transaction to which this Confirmation relates are as follows:

       Notional Amount:                     With respect to any Calculation  Period,  the amount set forth for such
                                            period on Schedule I attached hereto.

       Trade Date:                          April 25, 2007

       Effective Date:                      May 25, 2007

       Termination Date:                    May 25, 2012,  subject to adjustment  in  accordance  with the Business
                                            Day   Convention;   provided,   however,   that  for  the   purpose  of
                                            determining  the final  Fixed Rate Payer  Period End Date,  Termination
                                            Date shall be subject to No Adjustment.

       FIXED AMOUNT:

              Fixed Rate Payer:             Counterparty

              Fixed Rate Payer
              Period End Dates:             The  25th   calendar  day  of  each  month  during  the  Term  of  this
                                            Transaction,  commencing  June 25,  2007 and ending on the  Termination
                                            Date, with No Adjustment.

              Fixed Rate Payer
              Payment Date:Early  Payment  shall be  applicable.  The Fixed  Rate Payer  Payment  Date shall be one
                                            Business Day prior to each Fixed Rate Payer Period End Date.

              Fixed Rate:                   5.12000%

              Fixed Rate Day
              Count Fraction:               Actual/360

       FLOATING AMOUNTS:

              Floating Rate Payer:          Bear Stearns

              Floating Rate Payer
              Period End Dates:             The  25th   calendar  day  of  each  month  during  the  Term  of  this
                                            Transaction,  commencing  June 25,  2007 and ending on the  Termination
                                            Date,  subject  to  adjustment  in  accordance  with the  Business  Day
                                            Convention.

              Floating Rate Payer
              Payment Dates:                Early  Payment  shall be  applicable.  The Floating  Rate Payer Payment
                                            Date  shall be one  Business  Day  prior to each  Floating  Rate  Payer
                                            Period End Date.
              Floating Rate for initial
              Calculation Period:           To be determined.


              Floating Rate Option:         USD-LIBOR-BBA



              Designated Maturity:          One month

              Floating Rate Day
              Count Fraction:               Actual/360

              Reset Dates: The first day of each Calculation Period.

              Compounding: Inapplicable

              Business Days:                New York

              Business Day
              Convention:                   Following


              Calculation Agent:            Bear Stearns

(3)      Provisions Deemed Incorporated in a Schedule to the ISDA Master Agreement:

Part 1.  Termination Provisions.

For purposes of the ISDA Master Agreement:

(a)      "SPECIFIED ENTITY" will not apply to Bear Stearns or Counterparty for any purpose.

(b)      "SPECIFIED TRANSACTIONS" will not apply to Bear Stearns or Counterparty for any purpose.

(c)      The "FAILURE TO PAY OR DELIVER"  provisions  of Section  5(a)(i) will apply to Bear Stearns and will apply
         to Counterparty;  provided that  notwithstanding  anything to the contrary in Section 5(a)(i) or Paragraph 7
         of the Credit  Support  Annex,  any failure by Bear Stearns to comply with or perform any  obligation  to be
         complied with or performed by Bear Stearns under the Credit  Support Annex shall not  constitute an Event of
         Default under Section  5(a)(i) unless (A) a Moody's Second Level  Downgrade has occurred and been continuing
         for 30 or more Local  Business  Days and (B) such  failure  is not  remedied  on or before  the third  Local
         Business Day after notice of such failure is given to Bear Stearns.

(d)      The "BREACH OF  AGREEMENT"  provisions  of Section  5(a)(ii) will apply to Bear Stearns and will not apply
         to Counterparty.

(e)      The "CREDIT  SUPPORT  DEFAULT"  provisions of Section  5(a)(iii) will apply to (x) Bear Stearns;  provided
         that  notwithstanding  anything to the  contrary  in Section  5(a)(iii)(1),  any failure by Bear  Stearns to
         comply with or perform any  obligation  to be complied  with or performed  by Bear Stearns  under the Credit
         Support Annex shall not constitute an Event of Default under Section  5(a)(iii)  unless (A) a Moody's Second
         Level  Downgrade has occurred and been  continuing  for 30 or more Local  Business Days and (B) such failure
         is not  remedied on or before the third Local  Business  Day after  notice of such  failure is given to Bear
         Stearns and (y) Counterparty  solely in respect of  Counterparty's  obligations  under Paragraph 3(b) of the
         Credit Support Annex.


_________________________
(1) If currency hedge, update Moody's Collateral Amounts and Valuation Percentages



(f)      The  "MISREPRESENTATION"  provisions of Section  5(a)(iv) will apply to Bear Stearns and will not apply to
         Counterparty.

(g)      The "DEFAULT UNDER  SPECIFIED  TRANSACTION"  provisions of Section  5(a)(v) will not apply to Bear Stearns
         or Counterparty.

(h)      The "CROSS  DEFAULT"  provisions  of Section  5(a)(vi)  will apply to Bear  Stearns  and will not apply to
         Counterparty.

                  "SPECIFIED INDEBTEDNESS" will have the meaning specified in Section 14.

                  "THRESHOLD AMOUNT" means USD 100,000,000.

(i)      The  "BANKRUPTCY"  provisions  of  Section  5(a)(vii)  will  apply  to Bear  Stearns  and  will  apply  to
         Counterparty  except that the provisions of Section  5(a)(vii)(2),  (6) (to the extent that such  provisions
         refer  to  any  appointment  contemplated  or  effected  by  the  Pooling  and  Servicing  Agreement  or any
         appointment to which  Counterparty  has not become subject to), (7) and (9) will not apply to  Counterparty;
         provided that, with respect to  Counterparty  only,  Section  5(a)(vii)(4) is hereby amended by adding after
         the words  "against it" the words  "(excluding  any  proceeding or petition  instituted or presented by Bear
         Stearns)",  and  Section  5(a)(vii)(8)  is hereby  amended  by  deleting  the words "to (7)  inclusive"  and
         inserting lieu thereof ", (3), (4) as amended, (5) or (6) as amended".

______________________
(2) If not daily valuations, changes are required in the collateral amounts and valuation percentages


(j)      The "TAX EVENT UPON MERGER"  provisions of Section  5(b)(iii) will apply to Bear Stearns and will apply to
         Counterparty;  provided  that Bear Stearns shall not be entitled to designate an Early  Termination  Date by
         reason of a Tax Event upon Merger in respect of which it is the Affected Party.

(k)      The  "CREDIT  EVENT  UPON  MERGER"  provisions  of  Section  5(b)(iv)  will not apply to Bear  Stearns  or
         Counterparty.

(l)      The  "AUTOMATIC  EARLY  TERMINATION"  provision  of  Section  6(a)  will not apply to Bear  Stearns  or to
         Counterparty.

(M)      PAYMENTS ON EARLY TERMINATION.  For the purpose of Section 6(e) of the ISDA Master Agreement:

                  (1)      Market Quotation will apply; and

                  (2)      the Second Method will apply;

                  provided that if Bear Stearns is the  Defaulting  Party or the sole Affected  Party,  the following
                  provisions will apply:

                           (A)      Section  6(e) of the ISDA Master  Agreement  will be amended by  inserting on the
                           first line "or is effectively designated" after "If an Early Termination Date occurs";

                           (B)      The  definition  of  Market  Quotation  in  Section  14 shall be  deleted  in its
                           entirety and replaced with the following:

                                    "MARKET  QUOTATION" means,  with respect to one or more Terminated  Transactions,
                                    and a party making the  determination,  an amount determined on the basis of Firm
                                    Offers from Reference  Market-makers  that are Eligible  Replacements.  Each Firm
                                    Offer will be (1) for an amount that would be paid to Counterparty  (expressed as
                                    a  negative  number)  or by  Counterparty  (expressed  as a  positive  number) in
                                    consideration   of  an  agreement   between   Counterparty   and  such  Reference
                                    Market-maker  to enter into a Replacement  Transaction  and (2) made on the basis
                                    that  Unpaid  Amounts  in  respect  of the  Terminated  Transaction  or  group of
                                    Transactions are to be excluded but, without limitation,  any payment or delivery
                                    that would,  but for the relevant  Early  Termination  Date,  have been  required
                                    (assuming  satisfaction of each applicable  condition precedent) after that Early
                                    Termination Date is to be included.  The party making the  determination  (or its
                                    agent) will request each Reference  Market-maker to provide its Firm Offer to the
                                    extent  reasonably  practicable  as of the same day and time  (without  regard to
                                    different  time  zones)  on  or as  soon  as  reasonably  practicable  after  the
                                    designation  or occurrence of the relevant  Early  Termination  Date. The day and
                                    time as of which those Firm  Offers are to be  obtained  will be selected in good
                                    faith by the party obliged to make a  determination  under Section 6(e),  and, if
                                    each  party  is so  obliged,  after  consultation  with  the  other.  The  Market
                                    Quotation  shall be the Firm Offer  actually  accepted by  Counterparty  no later
                                    than the Business Day  preceding  the Early  Termination  Date. If no Firm Offers
                                    are provided by the Business Day  preceding the Early  Termination  Date, it will
                                    be deemed that the Market Quotation in respect of such Terminated  Transaction or
                                    group of Transactions cannot be determined.

                           (C)        If more than one Firm Offer  (which,  if accepted,  would  determine the Market
                           Quotation) is provided,  Counterparty shall accept the Firm Offer (among such Firm Offers)
                           which would require  either (x) the lowest  payment by the  Counterparty  to the Reference
                           Market-maker,  to the  extent  Counterparty  would be  required  to make a payment  to the
                           Reference  Market-maker  or (y) the  highest  payment from the Reference  Market-maker  to
                           Counterparty,  to the  extent  the  Reference  Market-maker  would be  required  to make a
                           payment to the Counterparty.  If only one Firm Offer (which, if accepted,  would determine
                           the Market Quotation) is provided, Counterparty shall accept such Firm Offer.

                           (D)      Upon the written  request by  Counterparty  to Bear  Stearns,  Bear Stearns shall
                           obtain the Market Quotations on behalf of Counterparty.

                           (E)      If the Settlement  Amount is a negative  number,  Section  6(e)(i)(3) of the ISDA
                           Master Agreement shall be deleted in its entirety and replaced with the following:

                                    "(3)  Second  Method  and  Market  Quotation.  If the  Second  Method  and Market
                                    Quotation apply,  (I)  Counterparty  shall pay to Bear Stearns an amount equal to
                                    the  absolute  value  of the  Settlement  Amount  in  respect  of the  Terminated
                                    Transactions,  (II)  Counterparty  shall  pay to  Bear  Stearns  the  Termination
                                    Currency  Equivalent  of the Unpaid  Amounts owing to Bear Stearns and (III) Bear
                                    Stearns shall pay to  Counterparty  the  Termination  Currency  Equivalent of the
                                    Unpaid Amounts owing to  Counterparty;  provided,  however,  that (x) the amounts
                                    payable under the immediately  preceding  clauses (II) and (III) shall be subject
                                    to  netting  in  accordance   with  Section  2(c)  of  this   Agreement  and  (y)
                                    notwithstanding  any other  provision of this  Agreement,  any amount  payable by
                                    Bear  Stearns  under  the  immediately   preceding  clause  (III)  shall  not  be
                                    netted-off  against  any amount  payable by  Counterparty  under the  immediately
                                    preceding clause (I)."

(n)      "TERMINATION CURRENCY" means United States Dollars.

(O)      ADDITIONAL TERMINATION EVENTS.  Additional Termination Events will apply:


              (i) If,  without the prior  written  consent of Bear Stearns  where such consent is required  under the
                  Pooling and Servicing Agreement,  an amendment or supplemental agreement is made to the Pooling and
                  Servicing Agreement which amendment or supplemental  agreement could reasonably be expected to have
                  a material  adverse  effect on the  interests of Bear Stearns under this  Agreement,  an Additional
                  Termination Event shall have occurred with respect to Counterparty,  Counterparty shall be the sole
                  Affected Party and all Transactions hereunder shall be Affected Transaction.

              (ii) If, upon the occurrence of a Swap  Agreement  Disclosure  Event as defined in the  Indemnification
                  Agreement,  dated  April 26,  2007,  (the  "Indemnification  Agreement") by and among Bear Stearns,
                  Residential  Accredit Loans, Inc. and Residential Funding Company,  LLC, Bear Stearns has not acted
                  in accordance with Section 6(a) of the  Indemnification  agreement, then an Additional  Termination
                  Event shall have  occurred with respect to Bear Stearns and Bear Stearns shall be the sole Affected
                  Party with respect to such Additional  Termination  Event and all  Transactions  hereunder shall be
                  Affected Transactions.

             (iii)         (A)      If a S&P First Level  Downgrade has occurred and is  continuing  and Bear Stearns
                                    fails to take any  action  described  under  Part  (5)(f)(i)(1),  within the time
                                    period  specified  therein,  then an  Additional  Termination  Event  shall  have
                                    occurred  with respect to Bear  Stearns,  Bear Stearns shall be the sole Affected
                                    Party with  respect to such  Additional  Termination  Event and all  Transactions
                                    hereunder shall be Affected Transaction.

(B)      If a S&P Second Level  Downgrade has occurred and is continuing  and Bear Stearns fails to take any action
                                    described under Part (5)(f)(i)(2) within the time period specified therein,  then
                                    an  Additional  Termination  Event  shall  have  occurred  with  respect  to Bear
                                    Stearns,  Bear  Stearns  shall be the sole  Affected  Party with  respect to such
                                    Additional  Termination  Event and all  Transactions  hereunder shall be Affected
                                    Transaction.

                           (C)      If (A) a Moody's Second Level  Downgrade has not occurred and been continuing for
                                    30 or more Local  Business Days and (B) Bear Stearns has failed to comply with or
                                    perform  any  obligation  to be complied  with or  performed  by Bear  Stearns in
                                    accordance with the Credit Support Annex,  then an Additional  Termination  Event
                                    shall have  occurred  with respect to Bear Stearns and Bear Stearns  shall be the
                                    sole Affected Party with respect to such Additional Termination Event.

                           (D)      If (A) a Moody's Second Level  Downgrade has occurred and been  continuing for 30
                                    or more Local Business Days and (B) either (i) at least one Eligible  Replacement
                                    has made a Firm  Offer to be the  transferee  or (ii) at least  one  entity  that
                                    satisfies  the  Moody's  Approved  Ratings  Threshold  has  made a Firm  Offer to
                                    provide an  Eligible  Guaranty  in respect of all of Bear  Stearns'  present  and
                                    future  obligations  under this Agreement,  then an Additional  Termination Event
                                    shall have occurred with respect to Bear Stearns,  Bear Stearns shall be the sole
                                    Affected  Party  with  respect  to  such  Additional  Termination  Event  and all
                                    Transactions hereunder shall be Affected Transaction.

             (iv) If at any time,  the Master  Servicer,  as  applicable,  provides  notice that it will purchase the
                  Mortgage  Loans pursuant to Article IX of the Pooling and Servicing  Agreement,  then an Additional
                  Termination  Event shall have occurred with respect to Counterparty and  Counterparty  shall be the
                  sole  Affected  Party  with  respect  to  such   Additional   Termination   Event;   provided  that
                  notwithstanding  anything in the first sentence of Section 6(d)(ii) of the ISDA Master Agreement to
                  the contrary,  the amount  calculated as being due in respect of such Additional  Termination Event
                  shall be  payable  on the  Distribution  Date  upon  which the  final  distribution  is made to the
                  Certificateholders.

Part 2.  Tax Matters.

(a)      Tax Representations.

         (i) Payer  Representations.  For the purpose of Section  3(e) of the ISDA Master  Agreement,  each of Bear
         Stearns and the Counterparty will make the following representations:

         It is not  required  by any  applicable  law, as modified  by the  practice of any  relevant  governmental
         revenue  authority,  of any Relevant  Jurisdiction  to make any deduction or withholding for or on account
         of any Tax from any payment (other than interest  under Section 2(e),  6(d)(ii) or 6(e) of the ISDA Master
         Agreement) to be made by it to the other party under this  Agreement.  In making this  representation,  it
         may rely on:

                  (1)      the  accuracy of any  representations  made by the other party  pursuant to Section 3(f)
                  of the ISDA Master Agreement;

                  (2)      the  satisfaction  of the agreement  contained in Sections  4(a)(i) and 4(a)(iii) of the
                  ISDA Master Agreement and the accuracy and  effectiveness  of any document  provided by the other
                  party pursuant to Sections 4(a)(i) and 4(a)(iii) of the ISDA Master Agreement; and

                  (3) the  satisfaction  of the agreement of the other party  contained in Section 4(d) of the ISDA
                  Master Agreement,  provided that it shall not be a breach of this  representation  where reliance
                  is placed on clause (ii) and the other party does not  deliver a form or document  under  Section
                  4(a)(iii)  of the  ISDA  Master  Agreement  by  reason  of  material  prejudice  to its  legal or
                  commercial position.

         (ii) Payee  Representations.  For the purpose of Section 3(f) of the ISDA Master  Agreement,  each of Bear
         Stearns and the Counterparty make the following representations.

         The following representation will apply to Bear Stearns:

                  Bear  Stearns is a  corporation  organized  under the laws of the State of Delaware  and its U.S.
                  taxpayer identification number is 13-3866307.

(b)      Tax Provisions.

         Notwithstanding  the  definition  of  "Indemnifiable  Tax" in Section 14 of this  Agreement,  all Taxes in
         relation to payments by Bear Stearns shall be  Indemnifiable  Taxes  (including any Tax imposed in respect
         of a Credit Support  Document) unless (i) such Taxes are assessed  directly  against  Counterparty and not
         by  deduction  or  withholding  by Bear Stearns or (ii) arise as a result of a Change in Tax Law (in which
         case such Tax shall be an  Indemnifiable  Tax only if such Tax satisfies the  definition of  Indemnifiable
         Tax provided in Section  14). In relation to payments by  Counterparty,  no Tax shall be an  Indemnifiable
         Tax.


Part 3.   AGREEMENT TO DELIVER DOCUMENTS. For the purpose of Section 4(a) of the ISDA Master Agreement:

         (i)      Tax forms, documents, or certificates to be delivered are:
         PARTY REQUIRED TO DELIVER DOCUMENT      FORM/DOCUMENT/                                 DATE BY WHICH TO
                                                 CERTIFICATE                                    BE DELIVERED
         Bear Stearns                            An   original   properly    completed   and    (i) upon  execution of this  Agreement,  (ii) on or before the
                                                 executed  United  States  Internal  Revenue    first payment date under this Agreement,  including any Credit
                                                 Service   Form   W-9  (or   any   successor    Support  Document,  (iii) promptly upon the reasonable  demand
                                                 thereto)   with  respect  to  any  payments    by Counterparty,  (iv) prior to the expiration or obsolescence
                                                 received   or  to  be   received   by  Bear    of any  previously  delivered  form, and (v) promptly upon the
                                                 Stearns,   that  eliminates  U.S.   federal    information  on any such  previously  delivered  form becoming
                                                 withholding  and backup  withholding Tax on    inaccurate or incorrect.
                                                 payments   to  Bear   Stearns   under  this
                                                 Agreement.

         Counterparty                            (i) A correct,  complete  and duly  executed   (i) on or before the first payment date under this  Agreement,
                                                 Internal  Revenue  Service  Form W-9 (or any   including any Credit Support Document,  (ii) promptly upon the
                                                 successor   thereto)  that  eliminates  U.S.   reasonable  demand  by  Bear  Stearns,   (iii)  prior  to  the
                                                 federal  withholding and backup  withholding   expiration or obsolescence  of any previously  delivered form,
                                                 tax on payments under this  Agreement,  (ii)   and (iv) promptly upon actual  knowledge that the  information
                                                 if   requested   by  Party  A,  a   correct,   on any such previously  delivered form becoming  inaccurate or
                                                 complete  and  executed   Internal   Revenue   incorrect.
                                                 Service  Form W-8IMY  unless the delivery of
                                                 such  form  is  not  permitted   under  U.S.
                                                 federal   income   tax  law,   and  (iii)  a
                                                 correct,   complete  and  executed  Internal
                                                 Revenue  Service Form W-9,  W-8BEN,  W-8ECI,
                                                 or    W-8IMY    (with    attachments)    (as
                                                 appropriate)  from  each   Certificateholder
                                                 that is not an  "exempt  recipient"  as that
                                                 term  is  defined  in  Treasury  regulations
                                                 section  1.6049-4(c)(ii),   that  eliminates
                                                 U.S.   federal    withholding   and   backup
                                                 withholding   tax  on  payments  under  this
                                                 Agreement.

(ii)     Other documents to be delivered are:

         PARTY REQUIRED TO DELIVER DOCUMENT  FORM/DOCUMENT/                               DATE BY WHICH TO                      COVERED BY SECTION 3(D)
                                             CERTIFICATE                                  BE DELIVERED                          REPRESENTATION
         Bear Stearns and                    Any  documents  required by the receiving    Upon the execution and delivery of    Yes
         the Counterparty                    party to evidence  the  authority  of the    this Agreement and such
                                             delivering  party or its  Credit  Support    Confirmation
                                             Provider,  if any,  for it to execute and
                                             deliver     this      Agreement,      any
                                             Confirmation,   and  any  Credit  Support
                                             Documents to which it is a party,  and to
                                             evidence the authority of the  delivering
                                             party or its Credit  Support  Provider to
                                             perform   its   obligations   under  this
                                             Agreement,   such   Confirmation   and/or
                                             Credit Support Document,  as the case may
                                             be
         Bear Stearns and                    A certificate  of an  authorized  officer    Upon the execution and delivery of    Yes
         the Counterparty                    of the party,  as to the  incumbency  and    this Agreement and such
                                             authority of the  respective  officers of    Confirmation
                                             the party  signing  this  Agreement,  any
                                             relevant  Credit  Support  Document,   or
                                             any  Confirmation, as the case may be
         Bear Stearns                        An  opinion  of  counsel  of  such  party    Upon the execution and delivery of    No
                                             regarding  the   enforceability  of  this    this Agreement
                                             Agreement    in   a    form    reasonably
                                             satisfactory to the other party.
         Counterparty                        An  executed  copy  of  the  Pooling  and    Concurrently with filing of each      No
                                             Servicing Agreement                          draft of the Pooling and Servicing
                                                                                          Agreement with the U.S. Securities
                                                                                          and Exchange Commission


Part 4 Miscellaneous.

(a)      ADDRESS FOR NOTICES:  For the purposes of Section 12(a) of the ISDA Master Agreement:

                  Address for notices or communications to Bear Stearns:

                           Address: 383 Madison Avenue, New York, New York 10179
                           Attention:       DPC Manager
                           Facsimile:       (212) 272-5823

                  with a copy to:

                           Address: One Metrotech Center North, Brooklyn, New York 11201
                           Attention:       Derivative Operations - 7th Floor
                           Facsimile:       (212) 272-1634

                  (For all purposes)

                  Address for notices or communications to the Counterparty:

                           Address: RALI Series 2007-QH4 Supplemental Interest Trust
                                            c/o Deutsche Bank Trust Company Americas
                                            1761 East St. Andrew Place
                                            Santa Ana, California 92705
                           Attention:       Trust Administration - RF07H4
                           Facsimile:       714-247-6285
                           Phone:           714-855-1557

                  with a copy to:

                           Address: Residential Funding Company, LLC
                                            2255 North Ontario Street, Suite 400
                                            Burbank, California 91504-3120
                           Attention:       Bond Administration
                           Facsimile:       818-260-1815
                  (For all purposes)

(b)      Account Details and Settlement Information:

         PAYMENTS TO BEAR STEARNS:
                  Citibank, N.A., New York
                  ABA Number: 021-0000-89, for the account of
                  Bear, Stearns Securities Corp.
                  Account Number: 0925-3186, for further credit to
                  Bear Stearns Financial Products Inc.
                  Sub-account Number: 102-04654-1-3
                  Attention: Derivatives Department

         PAYMENTS TO COUNTERPARTY:
                  Deutsche Bank Trust Company Americas
                  ABA 021-001-033
                  A/C # 01419663
                  A/C Name NYLTD Funds Control - Stars West
                  Attn:  RALI 2007-QH4 - RF07H4

(c)      PROCESS AGENT.  For the purpose of Section 13(c) of the ISDA Master Agreement:

                           Bear Stearns appoints as its
                           Process Agent:            Not Applicable

                           The Counterparty appoints as its
                           Process Agent:            Not Applicable

(d)      OFFICES.  The  provisions of Section 10(a) of the ISDA Master  Agreement  will not apply to this  Agreement;
         neither Bear Stearns nor the Counterparty have any Offices other than as set forth in the Notices Section.

(e)      MULTIBRANCH PARTY.  For the purpose of Section 10(c) of the ISDA Master Agreement:

                  Bear Stearns is not a Multibranch Party.

                  The Counterparty is not a Multibranch Party.

(f)      CREDIT SUPPORT DOCUMENT.

                  Bear Stearns:  The Credit  Support  Annex and any guaranty in support of Bear Stearns'  obligations
                  under this Agreement.

                  Counterparty: The Credit Support Annex.

(g)      CREDIT SUPPORT PROVIDER.

                  Bear Stearns:     The guarantor  under any guaranty in support of Bear Stearns'  obligations  under
                  this Agreement.

                  Counterparty: Not Applicable

(h)      GOVERNING  LAW.  The  parties  to this  Agreement  hereby  agree that the law of the State of New York shall
         govern their rights and duties in whole,  without  regard to the conflict of law  provisions  thereof  other
         than New York General Obligations Law Sections 5-1401 and 5-1402.

(i)      JURISDICTION.  Section  13(b) is hereby  amended by: (i)  deleting in the second  line of  subparagraph  (i)
         thereof the word "non-",  (ii)  deleting "; and" from the end of  subparagraph  1 and  inserting "." in lieu
         thereof, and (iii) deleting the final paragraph thereof.

(j)      "AFFILIATE":  Bear Stearns and Counterparty  shall be deemed not to have any Affiliates for purposes of this
         Agreement, including for purposes of Section 6(b)(ii) of the ISDA Master Agreement.

(k)      NETTING OF PAYMENTS.  The parties agree that  subparagraph (ii) of Section 2(c) of the ISDA Master Agreement
         will apply to each Transaction.

Part 5.  OTHER PROVISIONS.

(a) Section 3 of the ISDA Master  Agreement is hereby  amended by adding at the end thereof the following  subsection
(g):

         "(g)     Relationship Between Parties.

                  Each party represents to the other party on each date when it enters into a Transaction that:

              (1) Nonreliance.  (i) It is acting for its own account and with respect to the  Counterparty,  Deutsche
                  Bank Trust Company  Americas is executing as  Supplemental  Interest Trust Trustee on behalf of the
                  Counterparty,  (ii) it is not  relying  on any  statement  or  representation  of the  other  party
                  regarding the Transaction (whether written or oral), other than the representations  expressly made
                  in this Agreement or the  Confirmation  in respect of that  Transaction  and (iii) it has consulted
                  with its own legal,  regulatory,  tax, business,  investment,  financial and accounting advisors to
                  the  extent it has deemed  necessary,  (iv) it has made its own  investment,  hedging  and  trading
                  decisions  based upon its own  judgment  and upon any advice  from such  advisors  as it has deemed
                  necessary and not upon any view expressed by the other party,  (v) it has made its own  independent
                  decisions to enter into the  Transaction and as to whether the Transaction is appropriate or proper
                  for it based upon its own judgment and upon advice from such  advisors as it has deemed  necessary,
                  (vi) it is not relying on any  communication  (written  or oral) of the other  party as  investment
                  advice or as a recommendation to enter into this Transaction;  it being understood that information
                  and explanations  related to the terms and conditions of this  Transaction  shall not be considered
                  investment  advice or a recommendation to enter into this Transaction and (vii) it has not received
                  from the other party any assurance or guaranty as to the expected results of this Transaction.

              (2) Evaluation and Understanding.

                         (i) It has  the  capacity  to  evaluate  (internally  or  through  independent  professional
                               advice) the Transaction  and has made its own decision to enter into the  Transaction;
                               and

                         (ii) It understands  the terms,  conditions and risks of the  Transaction and is willing and
                               able to accept those terms and conditions and to assume those risks,  financially  and
                               otherwise.

              (3)  Purpose.  It is entering  into the  Transaction  for the purposes of managing  its  borrowings  or
                  investments,  hedging  its  underlying  assets  or  liabilities  or in  connection  with a line  of
                  business.

              (4) Status of  Parties.  The other  party is not  acting as an agent,  fiduciary  or advisor  for it in
                  respect of the Transaction.

              (5) Eligible Contract  Participant.  It constitutes an "eligible contract  participant" as such term is
                  defined in Section 1(a)12 of the Commodity Exchange Act, as amended.

              (6) Line of Business.  It has entered into this Agreement  (including each Transaction governed hereby)
                  in conjunction with its line of business or the financing of its business."

(b)      NON-RECOURSE.  Notwithstanding  any provision  herein or in the ISDA Master  Agreement to the contrary,  the
obligations of  Counterparty  hereunder are limited  recourse  obligations of  Counterparty,  payable solely from the
Supplemental  Interest  Trust  Account and the  proceeds  thereof,  in  accordance  with the terms of the Pooling and
Servicing  Agreement.  In the event that the  Supplemental  Interest  Trust  Account and proceeds  thereof  should be
insufficient  to satisfy all claims  outstanding  and following the  realization of the  Supplemental  Interest Trust
Account and the proceeds thereof,  any claims against or obligations of Counterparty  under the ISDA Master Agreement
or any other  confirmation  thereunder  still  outstanding  shall be  extinguished  and  thereafter  not revive.  The
Supplemental  Interest Trust Trustee shall not have liability for any failure or delay in making a payment  hereunder
to Bear Stearns due to any failure or delay in receiving  amounts in the  Supplemental  Interest  Trust  Account from
the Supplemental Interest Trust created pursuant to the Pooling and Servicing Agreement.

(c)      SEVERABILITY.  If any  term,  provision,  covenant,  or  condition  of this  Agreement,  or the  application
thereof to any party or  circumstance,  shall be held to be invalid  or  unenforceable  (in whole or in part) for any
reason,  the remaining terms,  provisions,  covenants,  and conditions hereof shall continue in full force and effect
as if this  Agreement  had been  executed  with the  invalid or  unenforceable  portion  eliminated,  so long as this
Agreement as so modified  continues to express,  without material change,  the original  intentions of the parties as
to the subject matter of this  Agreement and the deletion of such portion of this  Agreement  will not  substantially
impair the respective benefits or expectations of the parties.

The parties  shall  endeavor to engage in good faith  negotiations  to replace  any  invalid or  unenforceable  term,
provision,  covenant or condition with a valid or enforceable term,  provision,  covenant or condition,  the economic
effect of which  comes as close as  possible to that of the invalid or  unenforceable  term,  provision,  covenant or
condition.

(d)      CONSENT TO  RECORDING.  Each party hereto  consents to the  monitoring  or  recording,  at any time and from
time to time, by the other party of any and all communications  between officers or employees of the parties,  waives
any  further  notice of such  monitoring  or  recording,  and agrees to notify its  officers  and  employees  of such
monitoring or recording.

(e)      WAIVER  OF JURY  TRIAL.  Each  party  waives  any  right it may have to a trial  by jury in  respect  of any
Proceedings relating to this Agreement or any Credit Support Document.

(f) RATING AGENCY DOWNGRADE.

    (i) S&P Downgrade:

           (1)    In the event that a S&P First Level Downgrade  occurs and is continuing,  then within 30 days after
                  such rating downgrade,  Bear Stearns shall,  subject to the Rating Agency Condition with respect to
                  S&P, at its own expense,  either (i) procure a Permitted Transfer, (ii) obtain an Eligible Guaranty
                  or (iii) post collateral in accordance with the Credit Support Annex.

           (2)    In the event that a S&P Second  Level  Downgrade  occurs and is  continuing,  then  within 10 Local
                  Business Days after such rating withdrawal or downgrade,  Bear Stearns shall, subject to the Rating
                  Agency Condition with respect to S&P, at its own expense,  either (i) procure a Permitted  Transfer
                  or (ii) obtain an Eligible Guaranty.

    (ii) Moody's Downgrade.

           (1)    In the event that a Moody's Second Level Downgrade occurs and is continuing,  Bear Stearns shall as
                  soon as reasonably  practicable  thereafter,  at its own expense and using commercially  reasonable
                  efforts, either (i) procure a Permitted Transfer or (ii) obtain an Eligible Guaranty.

(g) PAYMENT  INSTRUCTIONS.  Bear Stearns  hereby  agrees that,  unless  notified in writing by the  SCounterparty  of
other payment  instructions,  any and all amounts  payable by Bear Stearns to the  Counterparty  under this Agreement
shall be paid to the Counterparty at the account specified herein.

(h) AMENDMENT..  No amendment,  waiver,  supplement or other  modification of this Transaction  shall be permitted by
either  party  unless (i) each of S&P and  Moody's  have been  provided  notice of the same and (ii) such  amendment,
waiver, supplement, assignment or other modification satisfies the Rating Agency Condition.

(i) TRANSFER.

         (i)      The first paragraph of Section 7 is hereby amended in its entirety as follows:

                  "Subject to Section 6(b)(ii),  Part 5(f) and Part 5(j),  neither this Agreement nor any interest or
                  obligation  in or  under  this  Agreement  may  be  transferred  (whether  by way  of  security  or
                  otherwise)  without  (a) the prior  written  consent of the other  party  (which  consent  shall be
                  deemed  given  by  Counterparty  if  the  transfer,  novation  or  assignment  is  to  an  Eligible
                  Replacement)  and (b)  satisfaction  of the Rating  Agency  Condition  with respect to S&P,  except
                  that:"

         (ii)     If an entity has made a Firm Offer (which  remains an offer that will become  legally  binding upon
         acceptance  by  Counterparty)  to be the  transferee  of a transfer,  Counterparty  shall,  at Bear Stearns'
         written  request  and at  Bear  Stearns'  expense,  take  any  reasonable  steps  required  to be  taken  by
         Counterparty to effect such transfer in accordance with this Agreement.

(j) TRANSFER TO AVOID  TERMINATION  EVENT.  Section 6(b)(ii) is hereby amended by (i) deleting the words "or if a Tax
Event Upon Merger  occurs and the  Burdened  Party is the  Affected  Party,"  and (ii)  deleting  the last  paragraph
thereof and inserting the following:

         "Notwithstanding  anything to the  contrary in Section 7 (as amended  herein) and Part 5(i),  any transfer
         by Bear Stearns under this Section 6(b)(ii) shall not require the consent of Counterparty; provided that:

         (i)      the transferee (the "Transferee") is an Eligible Replacement;

         (ii)     if the  Transferee  is domiciled in a different  country or  political  subdivision  thereof from
                  both Bear Stearns and Counterparty, such transfer satisfies the Rating Agency Condition;

         (iii)    the  Transferee  will not,  as a result of such  transfer,  be  required  on the next  succeeding
                  Scheduled  Payment  Date to  withhold  or deduct on  account  of any Tax  (except  in  respect of
                  default  interest)  amounts in excess of that which Bear Stearns  would,  on the next  succeeding
                  Scheduled  Payment Date have been required to so withhold or deduct unless the  Transferee  would
                  be required to make additional  payments  pursuant to Section 2(d) (i)(4)  corresponding  to such
                  excess;

         (iv)     a Termination Event or Event of Default does not occur as a result of such transfer; and

         (v)      the  Transferee  confirms in writing that it will accept all of the interests and  obligations in
                  and under this Agreement  which are to be transferred to it in accordance  with the terms of this
                  provision.

         On and from the effective date of any such transfer to the  Transferee,  Bear Stearns will be fully released
         from any and all obligations hereunder."

(k) PROCEEDINGS. No relevant entity institute against or cause any other person to institute against, or join any
other person in instituting against, the Counterparty, the Supplemental Interest Trust or the trust created
pursuant to the Pooling and Servicing Agreement, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any federal or state bankruptcy, dissolution or similar law,
for a period of one year and one day (or, if longer, the applicable preference period) following indefeasible
payment in full of the Certificates (the "Certificates") .  This provision shall survive the termination of this
Agreement.

(l) COMPLIANCE WITH REGULATION AB.

         (i)      BSFP  agrees  and  acknowledges  that the  Depositor  is  required  under  Regulation  AB under the
                  Securities  Act of 1933,  as amended,  and the  Securities  Exchange  Act of 1934,  as amended (the
                  "Exchange Act") ("Regulation AB"), to disclose certain financial  information  regarding Party A or
                  its  group  of  affiliated  entities,  if  applicable,  depending  on the  aggregate  "significance
                  percentage" of this Agreement and any other  derivative  contracts  between Party A or its group of
                  affiliated  entities,  if  applicable,  and  Counterparty,  as  calculated  from  time  to  time in
                  accordance with Item 1115 of Regulation AB.

         (ii)     The Depositor  shall be an express third party  beneficiary  of this Agreement as if a party hereto
                  to the extent of the Depositor's rights explicitly specified in Part 1(o)(ii) and Part 5(l).

(m)  SUPPLEMENTAL  INTEREST  TRUSTEE  LIABILITY  LIMITATIONS.  It is expressly  understood  and agreed by the parties
hereto that:

    (i)  this Agreement is executed and delivered by Deutsche Bank Trust Company  ("DBTCA"),  not  individually  or
         personally  but solely as  Supplemental  Interest Trust Trustee on behalf of RALI Series  2007-QH4  Trust,
         Asset-Backed Pass-Through Certificates, Series 2007-QH4

    (ii) each of the  representations,  undertakings  and agreements  herein made on the part of the  Counterparty is
         made and  intended  not as a personal  representation,  undertaking  or  agreement  of DBTCA but is made and
         intended for the purpose of binding only the Counterparty;

    (iii)         nothing herein  contained shall be construed as imposing any liability upon DBTCA,  individually or
         personally,  to perform any covenant either expressed or implied  contained herein,  all such liability,  if
         any,  being  expressly  waived by the parties  hereto and by any Person  claiming  by,  through or under the
         parties  hereto;  provided that nothing in this paragraph shall relieve DBTCA from performing its duties and
         obligations  under the Pooling and  Servicing  Agreement in  accordance  with the standard of care set forth
         therein;

    (iv) under no circumstances  shall DBTCA be personally  liable for the payment of any indebtedness or expenses of
         the  Counterparty  or be liable for the breach or failure of any  obligation,  representation,  warranty  or
         covenant made or undertaken by the Counterparty under this Agreement or any other related  documents,  other
         than due to its  negligence  or willful  misconduct  in performing  the  obligations  of the DBTCA under the
         Pooling and Servicing Agreement;

    (v)  any  resignation or removal of DBTCA as  Supplemental  Interest Trust Trustee on behalf of the  Supplemental
         Interest  Trust shall require the assignment of this  agreement to an eligible  Supplemental  Interest Trust
         Trustee replacement;

    (vi) Supplemental Interest Trust Trustee has been directed,  pursuant to the Pooling and Servicing Agreement,  to
         enter into this Agreement and to perform its obligations hereunder.

(n)      SUBSTANTIAL  FINANCIAL  TRANSACTION.  Each party hereto is hereby  advised and  acknowledges  that the other
party has engaged in (or refrained from engaging in) substantial  financial  transactions and has taken (or refrained
from taking)  other  material  actions in reliance upon the entry by the parties into the  Transaction  being entered
into on the terms  and  conditions  set  forth  herein  and in the  Confirmation  relating  to such  Transaction,  as
applicable.  This paragraph shall be deemed repeated on the trade date of each Transaction.

(o)      SET-OFF.  Except  as  expressly  provided  for in  Section  2(c),  Section  6 or Part  1(m)(E)  hereof,  and
notwithstanding  any other  provision  of this  Agreement  or any other  existing  or future  agreement,  each  party
irrevocably  waives  any and all  rights it may have to set off,  net,  recoup or  otherwise  withhold  or suspend or
condition  payment or performance of any obligation  between it and the other party hereunder  against any obligation
between it and the other party under any other  agreements.  Section 6(e) shall be amended by deleting the  following
sentence:  "The amount,  if any,  payable in respect of an Early  Termination  Date and  determined  pursuant to this
Section will be subject to any Set-off."

(p)      COUNTERPARTS.  This  Agreement  may be  executed in several  counterparts,  each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.

(q)      ADDITIONAL DEFINED TERMS.


    (i)  Capitalized  terms used but nor defined herein shall have the meanings ascribed to such terms in the Pooling
         and Servicing Agreement.

    (ii) Additional Definitions:

         "ELIGIBLE  GUARANTY" means an  unconditional  and  irrevocable  guaranty of all present and future payment
         obligations  and  obligations  to  post  collateral  of  Bear  Stearns  or  an  Eligible   Replacement  to
         Counterparty  under this  Agreement that is provided by an Eligible  Guarantor as principal  debtor rather
         than surety and that is directly  enforceable  by  Counterparty,  the form and substance of which guaranty
         are subject to the Rating Agency Condition with respect to S&P.

         "ELIGIBLE  GUARANTOR"  means an entity  that has credit  ratings at least  equal to the  Moody's  Required
         Ratings  Threshold and S&P Approved  Ratings  Threshold.  Upon the request of  Counterparty,  any Eligible
         Guarantor shall provide, in writing, all credit ratings described in this definition.

         "ELIGIBLE  REPLACEMENT"  means an entity that either (i) satisfies the S&P Approved Ratings  Threshold and
         the Moody's Required Ratings Threshold or (ii) provides an Eligible  Guaranty from an Eligible  Guarantor.
          Upon the request of Counterparty,  any Eligible Guarantor shall provide,  in writing,  all credit ratings
         described in this definition.


         "FIRM OFFER" means an offer which, when made, is capable of becoming legally binding upon acceptance.

         "MOODY'S" means Moody's Investors Service, Inc., or any successor.

         "MOODY'S APPROVED RATINGS THRESHOLD" means, with respect to (i) Bear Stearns, a Moody's  counterparty rating
         of "A1" or above and (ii) with respect to any other entity (or its  guarantor),  (x) if such entity has both
         a long-term  unsecured and unsubordinated  debt rating or counterparty  rating from Moody's and a short-term
         unsecured and unsubordinated  debt rating from Moody's, a long-term unsecured and unsubordinated debt rating
         or  counterparty  rating from Moody's of "A2" or above and a short-term  unsecured and  unsubordinated  debt
         rating  from  Moody's of  "Prime-1"  or above,  or (y) if such  entity has only a  long-term  unsecured  and
         unsubordinated  debt rating or counterparty  rating from Moody's,  a long-term  unsecured and unsubordinated
         debt rating or counterparty rating from Moody's of "A1" or above.

         "MOODY'S  FIRST LEVEL  DOWNGRADE"  means that no Relevant  Entity  satisfies  the  Moody's  Approved  Rating
         Threshold.

         "MOODY'S REQUIRED RATINGS THRESHOLD" means, with respect to (i) Bear Stearns, a counterparty  rating of "A3"
         or above and (ii) with  respect  to any other  entity  (or its  guarantor),  (x) if such  entity  has both a
         long-term  unsecured and  unsubordinated  debt rating or  counterparty  rating from Moody's and a short-term
         unsecured and unsubordinated  debt rating from Moody's, a long-term unsecured and unsubordinated debt rating
         or  counterparty  rating from Moody's of "A3" or above or a short-term  unsecured  and  unsubordinated  debt
         rating  from  Moody's of  "Prime-2"  or above,  or (y) if such  entity has only a  long-term  unsecured  and
         unsubordinated  debt rating or counterparty  rating from Moody's,  a long-term  unsecured and unsubordinated
         debt rating or counterparty rating from Moody's of "A3" or above.

         "MOODY'S  SECOND LEVEL  DOWNGRADE"  means that no Relevant  Entity  satisfies the Moody's  Required  Ratings
         Threshold.

         "PERMITTED  TRANSFER" means a transfer by novation by Bear Stearns to an entity (the  "TRANSFEREE")  of all,
         but not less than all, of Bear Stearns' rights,  liabilities,  duties and obligations  under this Agreement,
         with respect to which  transfer each of the following  conditions  is  satisfied:  (a) the  Transferee is an
         Eligible  Replacement  and  both  Bear  Stearns  and the  Transferee  are  "dealers  in  notional  principal
         contracts"  within the meaning of Treasury  regulations  section 1.1001-4 (in each case as certified by such
         entity),  (b) an Event of Default or  Termination  Event would not occur as a result of such  transfer,  (c)
         pursuant to a written  instrument  (the  "TRANSFER  AGREEMENT"),  the  Transferee  acquires  and assumes all
         rights and  obligations of Bear Stearns under the Agreement and the relevant  Transaction,  (d) Bear Stearns
         will be  responsible  for any costs or expenses  incurred in connection  with such transfer  (including  any
         replacement  cost of entering into a replacement  transaction);  (e) either (A) Moody's has been given prior
         written  notice of such  transfer and the Rating  Agency  Condition is satisfied  with respect to S&P or (B)
         each Rating Agency has been given prior  written  notice of such transfer and such transfer is in connection
         with the assignment and assumption of this Agreement  without  modification  of its terms,  other than party
         names,  dates  relevant  to the  effective  date  of  such  transfer,  tax  representations  and  any  other
         representations  regarding  the  status of the  substitute  counterparty,  notice  information  and  account
         details and other similar  provisions;  (f) such transfer  otherwise  complies with the terms of the Pooling
         and Servicing  Agreement;  and (g) as of the date of such transfer the  Transferee  would not be required to
         withhold or deduct on account of Tax from any  payments  under this  Agreement or would be required to gross
         up for  such  Tax  under  Section  2(d)(i)(4),  and (h)  Counterparty  shall  have  determined,  in its sole
         discretion,  acting in a  commercially  reasonable  manner,  that such  Transfer  Agreement  is effective to
         transfer to the Transferee  all, but not less than all, of Bear Stearns'  rights and  obligations  under the
         Agreement and all relevant Transactions.

          "RATING AGENCY" means each of Moody's and S&P.

         "RATING AGENCY CONDITION"  means,  with respect to any particular  proposed act or omission to act hereunder
         that the party acting or failing to act must consult with each Rating Agency then  providing a rating of the
         Certificates  and any Notes and receive from each such Rating Agency a prior written  confirmation  that the
         proposed  action or inaction  would not cause a downgrade or  withdrawal of its  then-current  rating of the
         Certificates.

         "RELEVANT  ENTITY" means Bear Stearns and any Eligible  Guarantor under an Eligible Guaranty with respect to
         Bear Stearns.

         "REPLACEMENT  TRANSACTION"  means,  with  respect  to any  Terminated  Transaction  or group  of  Terminated
         Transactions,  a  transaction  or group of  transactions  that (i) would have the effect of  preserving  for
         Counterparty  the economic  equivalent of any payment or delivery  (whether the  underlying  obligation  was
         absolute or contingent and assuming the satisfaction of each applicable  condition precedent) by the parties
         under Section 2(a)(i) in respect of such  Terminated  Transaction or group of Terminated  Transactions  that
         would,  but for the occurrence of the relevant Early  Termination  Date, have been required after that Date,
         and (ii) has terms  which are  substantially  the same as this  Agreement,  including,  without  limitation,
         rating triggers, Regulation AB compliance, and credit support documentation.

         "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc.

         "S&P APPROVED RATINGS  THRESHOLD" means with respect to (i) Bear Stearns,  a counterparty  rating of "A+" or
         above  and  (ii)  with  respect  to any  other  entity  (or  its  guarantor),  a  short-term  unsecured  and
         unsubordinated  debt  rating  from S&P of "A-1" or above,  or,  if such  entity  does not have a  short-term
         unsecured and  unsubordinated  debt rating from S&P, a long-term  unsecured and  unsubordinated  debt rating
         from S&P of "A+ or above.

         "S&P FIRST LEVEL DOWNGRADE" means that no Relevant Entity satisfies the S&P Approved Rating Threshold.

         "S&P REQUIRED RATINGS THRESHOLD" means with respect to (i) Bear Stearns,  a counterparty  rating of "BBB" or
         above  and  (ii)  with  respect  to  any  other  entity  (or  its  guarantor),  a  long-term  unsecured  and
         unsubordinated debt rating from S&P of "BBB-" or above.

         "S&P SECOND LEVEL DOWNGRADE" means that no Relevant Entity satisfies the S&P Required Rating Thresholds.

(r)      AGENT FOR  COUNTERPARTY.  Bear  Stearns  acknowledges  that  Counterparty  has  appointed  the  Supplemental
Interest  Trust Trustee as its agent under Pooling and Servicing  Agreement to carry out certain  functions on behalf
of Counterparty,  and that the  Supplemental  Interest Trust Trustee shall be entitled to give notices and to perform
and satisfy the obligations of Counterparty hereunder on behalf of Counterparty.

(s)      RATING  AGENCY  NOTIFICATIONS.  Except as otherwise  provided  herein,  no Early  Termination  Date shall be
effectively  designated  hereunder  shall be made by either  party  unless  each  Rating  Agency has been given prior
written notice of such designation.

(t)      LOCAL  BUSINESS DAY. The  definition of Local  Business Day in Section 14 is hereby  amended by the addition
of the words "or any Credit  Support  Document"  after  "Section  2(a)(i)"  and the  addition of the words "or Credit
Support Document" after "Confirmation".

(u)      TIMING OF PAYMENTS BY COUNTERPARTY  UPON EARLY  TERMINATION.  Notwithstanding  anything to the contrary in
Section  6(d)(ii),  to the extent that all or a portion (in either case, the "Unfunded  Amount") of any amount that
is calculated as being due in respect of any Early  Termination  Date under Section 6(e) from  Counterparty to Bear
Stearns  will be paid by  Counterparty  from amounts  other than any upfront  payment  paid to  Counterparty  by an
Eligible  Replacement  that has entered a Replacement  Transaction  with  Counterparty,  then such Unfunded  Amount
shall be due on the next  subsequent  Distribution  Date  following  the date on which the payment  would have been
payable as determined in accordance with Section 6(d)(ii),  and on any subsequent  Distribution Dates until paid in
full (or if such  Early  Termination  Date is the  final  Distribution  Date,  on such  final  Distribution  Date);
provided,  however,  that if the date on which the payment would have been payable as determined in accordance with
Section 6(d)(ii) is a Distribution Date, such payment will be payable on such Distribution Date.


          NEITHER THE BEAR STEARNS  COMPANIES  INC.  NOR ANY  SUBSIDIARY  OR AFFILIATE OF THE BEAR STEARNS  COMPANIES
          INC. OTHER THAN BEAR STEARNS IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.


This  Agreement may be executed in several  counterparts,  each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

Counterparty  hereby agrees to check this  Confirmation  and to confirm that the foregoing  correctly  sets forth the
terms of the  Transaction  by signing in the space  provided  below and  returning to Bear Stearns a facsimile of the
fully-executed  Confirmation to 212-272-9857.  For inquiries regarding U.S. Transactions,  please contact DERIVATIVES
DOCUMENTATION  by telephone at  212-272-2711.  For all other inquiries  please contact  DERIVATIVES  DOCUMENTATION by
telephone at 353-1-402-6233. Originals will be provided for your execution upon your request.





We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, BEAR STEARNS FINANCIAL PRODUCTS INC. By: _______________________________ Name: Title: Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date. DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT INDIVIDUALLY, BUT SOLELY AS SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF OF THE RALI SERIES 2007-QH4 TRUST, ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 2007-QH4 By: _______________________________ Name: Title: am
SCHEDULE I (where for the purposes of (i) determining Floating Amounts, all such dates subject to adjustment in accordance with the Following Business Day Convention and (ii) determining Fixed Amounts, all such dates subject to No Adjustment.) NOTIONAL AMOUNT FROM AND INCLUDING TO BUT EXCLUDING (USD) Effective Date 25-Jun-07 0 25-Jun-07 25-Jul-07 384,404,927 25-Jul-07 25-Aug-07 370,370,883 25-Aug-07 25-Sep-07 356,849,538 25-Sep-07 25-Oct-07 343,822,059 25-Oct-07 25-Nov-07 331,270,308 25-Nov-07 25-Dec-07 319,176,817 25-Dec-07 25-Jan-08 307,524,761 25-Jan-08 25-Feb-08 296,297,938 25-Feb-08 25-Mar-08 285,480,744 25-Mar-08 25-Apr-08 275,058,147 25-Apr-08 25-May-08 265,015,674 25-May-08 25-Jun-08 255,339,384 25-Jun-08 25-Jul-08 246,015,847 25-Jul-08 25-Aug-08 237,032,134 25-Aug-08 25-Sep-08 228,375,786 25-Sep-08 25-Oct-08 220,034,808 25-Oct-08 25-Nov-08 211,997,645 25-Nov-08 25-Dec-08 204,253,167 25-Dec-08 25-Jan-09 196,790,655 25-Jan-09 25-Feb-09 189,599,784 25-Feb-09 25-Mar-09 182,670,610 25-Mar-09 25-Apr-09 175,993,554 25-Apr-09 25-May-09 169,559,390 25-May-09 25-Jun-09 163,359,230 25-Jun-09 25-Jul-09 157,384,516 25-Jul-09 25-Aug-09 151,627,003 25-Aug-09 25-Sep-09 146,078,747 25-Sep-09 25-Oct-09 140,732,101 25-Oct-09 25-Nov-09 135,579,694 25-Nov-09 25-Dec-09 130,614,429 25-Dec-09 25-Jan-10 125,829,469 25-Jan-10 25-Feb-10 121,218,228 25-Feb-10 25-Mar-10 116,774,363 25-Mar-10 25-Apr-10 112,491,761 25-Apr-10 25-May-10 108,362,711 25-May-10 25-Jun-10 104,382,437 25-Jun-10 25-Jul-10 100,546,605 25-Jul-10 25-Aug-10 96,849,941 25-Aug-10 25-Sep-10 93,287,366 25-Sep-10 25-Oct-10 89,853,989 25-Oct-10 25-Nov-10 86,544,522 25-Nov-10 25-Dec-10 83,355,039 25-Dec-10 25-Jan-11 80,281,164 25-Jan-11 25-Feb-11 77,318,682 25-Feb-11 25-Mar-11 74,463,531 25-Mar-11 25-Apr-11 71,711,633 25-Apr-11 25-May-11 69,059,246 25-May-11 25-Jun-11 66,502,666 25-Jun-11 25-Jul-11 64,037,471 25-Jul-11 25-Aug-11 61,660,458 25-Aug-11 25-Sep-11 59,369,430 25-Sep-11 25-Oct-11 57,160,233 25-Oct-11 25-Nov-11 55,031,063 25-Nov-11 25-Dec-11 52,979,004 25-Dec-11 25-Jan-12 50,992,951 25-Jan-12 25-Feb-12 49,079,082 25-Feb-12 25-Mar-12 47,234,756 25-Mar-12 Termination Date 45,403,304
UNILATERAL CSA SCHEDULE(1) Pledgor: BEAR STEARNS FINANCIAL PRODUCTS INC. (the "Pledgor") Secured Party: DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT INDIVIDUALLY, BUT SOLELY AS SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF OF THE RALI SERIES 2007-QH4 TRUST, ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 2007-QH4 (the "Secured Party") PARAGRAPH 13. ELECTIONS AND VARIABLES (a) SECURITY INTEREST FOR "OBLIGATIONS". The term "Obligations" as used in this Annex includes no "additional obligations" within the meaning of Paragraph 12. (b) CREDIT SUPPORT OBLIGATIONS. (i) DELIVERY AMOUNT, RETURN AMOUNT AND CREDIT SUPPORT AMOUNT. (1) DELIVERY AMOUNT. Paragraph 3(a) shall be amended by replacing the words "upon a demand made by the Secured Party on or promptly following a Valuation Date" with the words "on each Valuation Date". The "DELIVERY AMOUNT" with respect to Pledgor for any Valuation Date shall equal the greatest of: (A) the amount by which the S&P Collateral Amount exceeds the S&P Value on such Valuation Date of all Posted Credit Support held by the Secured Party; (B) the amount by which the Moody's First Level Collateral Amount exceeds the Moody's First Level Value on such Valuation Date of all Posted Credit Support held by the Secured Party. (C) the amount by which the Moody's Second Level Collateral Amount exceeds the Moody's Second Level Value on such Valuation Date of all Posted Credit Support held by the Secured Party. (2) "RETURN AMOUNT" applicable to Secured Party for any Valuation Date shall equal the least of: (A) the amount by which the S&P Value on such Valuation Date of all Posted Credit Support held by the Secured Party exceeds the S&P Collateral Amount; (B) the amount by which the Moody's First Level Value on such Valuation Date of all Posted Credit Support held by the Secured Party exceeds the Moody's First Level Collateral Amount. (C) the amount by which the Moody's Second Level Value on such Valuation Date of all Posted Credit Support held by the Secured Party exceeds the Moody's Second Level Collateral Amount. (3) "CREDIT SUPPORT AMOUNT" shall be deleted in its entirety. (ii) ELIGIBLE COLLATERAL. The items set forth on the Collateral Schedule attached as Schedule A hereto will qualify as "ELIGIBLE COLLATERAL" for the party specified. (iii) OTHER ELIGIBLE SUPPORT. None (iv) THRESHOLDS. (A) "INDEPENDENT AMOUNT" means: Pledgor: Not applicable. Secured Party: Not applicable. (B) "THRESHOLD" means: Pledgor: Not applicable. Secured Party: Not applicable. (C) "MINIMUM TRANSFER AMOUNT" means USD100,000; provided, that if the aggregate Certificate Principal Balance of Certificates rated by S&P is less than USD 50,000,000, the "Minimum Transfer Amount" shall mean USD 50,000. (D) ROUNDING. The Delivery Amount will be rounded up and the Return Amount will be rounded down to the nearest integral multiple of USD 10,000. (c) VALUATION AND TIMING. (i) "VALUATION AGENT" means Pledgor. (ii) "VALUATION DATE" means each Local Business Day(2). (iii) "VALUATION TIME" means the close of business on the Local Business Day in the city where the Valuation Agent is located immediately preceding the Valuation Date or date of calculation, as applicable; provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date. (iv) "NOTIFICATION TIME" means 11:00 A.M. (New York time). (v) TRANSFER TIMING AND CALCULATIONS. Paragraphs 4(b) and 4(c) are hereby amended and restated in entirety as set forth below. "(b) TRANSFER TIMING. Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made not later than the close of business on the Valuation Date; if a demand is made after the Notification Time, then the relevant Transfer will be made not later than the close of business on the next Local Business Day thereafter. (c) CALCULATIONS. All calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) of its calculations not later than the Notification Time on the applicable Valuation Date (or in the case of Paragraph 6(d), the Local Business Day following the day on which such relevant calculations are performed)." (D) CONDITIONS PRECEDENT. There shall be no "Specified Condition" with respect to either party for purposes of this Annex. (e) SUBSTITUTION (i) "SUBSTITUTION DATE" means (A) the Local Business Day on which the Secured Party receives the Substitute Credit Support, if notice of substitution is received by the Notification Time on such date, and (B) the Local Business Day following the date on which the Secured Party receives the Substitute Credit Support, if notice of substitution is received after the Notification Time. (ii) CONSENT OF SECURED PARTY FOR SUBSTITUTION. Inapplicable. (f) DISPUTE RESOLUTION. (i) "RESOLUTION TIME" means 12:00 noon, New York time, on the Local Business Day for both parties following the date the Disputing Party gives notice of a dispute pursuant to Paragraph 5. (ii) VALUE. For the purpose of Paragraphs 5(i)(C) and 5(ii), disputes over the Value of Posted Credit Support will be resolved by the Valuation Agent seeking bid-side quotations as of the relevant Recalculation Date or date of Transfer, as applicable, from three parties that regularly act as dealers in the securities in question. The Value will be the arithmetic mean of the quotations obtained by the Valuation Agent, multiplied by the applicable Valuation Percentage, if any. If no quotations are available for a particular security, then the Valuation Agent's original calculation of Value thereof will be used for that security. (iii) ALTERNATIVE. Subject to item (iv) below, the provisions of Paragraph 5 will apply. (iv) MODIFICATION OF PARAGRAPH 5. The introductory paragraph of Paragraph 5 shall be amended and restated to read in its entirety as follows: "If a party (a `Disputing Party') disputes (I) the Valuation Agent's calculation of a Delivery Amount or a Return Amount or (II) the Value of any Transfer of Eligible Credit Support or Posted Credit Support, then: (A) the Disputing Party will (x) notify the other party and, if applicable, the Valuation Agent of the amount it is disputing, (y) indicate what it believes the correct amount to be and (z) provide a statement showing, in reasonable detail, how it arrived at such amount and the appropriate party will deliver the undisputed amount to the other party not later than (i) (a) the close of business on the Valuation Date, if the demand made under Paragraph 3 in the case of (I) above is made by the Notification Time, or (b) the close of business of the Local Business Day following the date on which the demand is made under Paragraph 3 in the case of (I) above, if such demand is made after the Notification Time, or (ii) the close of business of the date of Transfer, in the case of (II) above; (B) the parties will consult with each other and provide such information as the other party shall reasonably request in an attempt to resolve the dispute; and (C) if they fail to resolve the dispute by the Resolution Time, then:" (g) HOLDING AND USING POSTED COLLATERAL. (i) ELIGIBILITY TO HOLD POSTED COLLATERAL; CUSTODIANS. (1) The Secured Party and its Custodian (if any) will be entitled to hold Posted Collateral pursuant to Paragraph 6(b), provided that the following conditions applicable to it are satisfied: (A) it is not a Defaulting Party; (B) Posted Collateral consisting of Cash or certificated securities that cannot be paid or delivered by book-entry may be held only in any state of the United States which has adopted the Uniform Commercial Code; (C) the short-term rating of any Custodian shall be at least "A-1" by S&P (2) There shall be no Custodian for Pledgor. (ii) USE OF POSTED COLLATERAL. The provisions of Paragraph 6(c) will not apply to Secured Party and Secured Party will not have any right to use the Posted Collateral or take any action specified in Paragraph 6(c). (h) DISTRIBUTIONS AND INTEREST AMOUNT. (i) INTEREST RATE. The "INTEREST RATE" will be the "Federal Funds (Effective)" rate as such rate is displayed on Telerate page 118 for such day under the caption "Effective". (II) AMENDMENT OF PARAGRAPH 6(D)(I) - DISTRIBUTIONS. Clause (d)(i) of Paragraph 6 shall be amended and restated to read in its entirety as follows: "(i) DISTRIBUTIONS. If the Secured Party receives Distributions on a Local Business Day, it will Transfer to Pledgor not later than the following Local Business Day any Distributions it receives." (iii) AMENDMENT OF PARAGRAPH 6(D)(II) - INTEREST AMOUNT. Clause (d)(ii) of Paragraph 6 shall be amended and restated to read in its entirety as follows: "(ii) INTEREST AMOUNT. In lieu of any interest, dividends or other amounts paid with respect to Posted Collateral in the form of Cash (all of which may be retained by the Secured Party), the Secured Party will Transfer to the Pledgor on the 20th day of each calendar month (or if such day is not a Local Business Day, the next Local Business Day) the Interest Amount. Any Interest Amount or portion thereof that has been received by the Secured Party and not Transferred pursuant to this Paragraph will constitute Posted Collateral in the form of Cash and will be subject to the security interest granted under Paragraph 2. For purposes of calculating the Interest Amount the amount of interest calculated for each day of the interest period shall be compounded monthly." Secured Party shall not be obligated to transfer any Interest Amount unless and until it has received such amount. (i) DEMANDS AND NOTICES. All demands, specifications and notices under this Annex will be made pursuant to the Notices Section of this Agreement. (j) ADDRESSES FOR TRANSFERS. Pledgor: To be provided in writing by Pledgor to Secured Party. Secured Party: RALI Series 2007-QH4 Supplemental Interest Trust c/o Deutsche Bank Trust Company Americas 1761 East St. Andrew Place Santa Ana, California 92705 Trust Administrator-RF07H4 (k) OTHER PROVISION(S). (i) AMENDMENT OF PARAGRAPH 7 - EVENTS OF DEFAULT. Clause (iii) of Paragraph 7 shall not apply to Secured Party. (ii) NON-RELIANCE. Notwithstanding the obligations of the Secured Party under Paragraph 6(a), and without limiting the generality of the final sentence of Paragraph 6(a), each party, as Pledgor, acknowledges that it has the means to monitor all matters relating to all valuations, payments, defaults and rights with respect to Posted Collateral without the need to rely on the other party, in its capacity as Secured Party, and that, given the provisions of this Annex on substitution, responsibility for the preservation of the rights of the Pledgor with respect to all such matters is reasonably allocated hereby to the Pledgor. (iii) AGREEMENT AS TO SINGLE SECURED PARTY AND PLEDGOR. Each of Pledgor and Secured Party agree that, notwithstanding anything to the contrary in the recital to this Annex, Paragraph 1(b) or Paragraph 2 or the definitions in Paragraph 12, (a) the term "Secured Party" as used in this Annex means only Secured Party, (b) the term "Pledgor" as used in this Annex means only Pledgor, (c) only Pledgor makes the pledge and grant in Paragraph 2, the acknowledgement in the final sentence of Paragraph 8(a) and the representations in Paragraph 9 and (d) only Pledgor will be required to make Transfers of Eligible Credit Support hereunder. (iv) SUPPLEMENTAL INTEREST TRUST TRUSTEE. The Supplemental Interest Trust Trustee is hereby authorized to (i) make demands on behalf of the Secured Party pursuant to Paragraph 3 hereunder and (ii) provide notice on behalf of the Secured Party pursuant to Paragraph 7 hereunder. It is expressly understood and agreed by the parties hereto that (i) this Credit Support Annex is executed and delivered by Deutsche Bank Trust Company Americas ("DBTCA"), not individually or personally but solely on behalf of the RALI Series 2007-QH4 Supplemental Interest Trust in the exercise of the powers and authority conferred and vested in it under the Pooling and Servicing Agreement and that as Secured Party all protections and limitations on liability set forth in the related Confirmation shall apply to DBTCA as though fully set forth herein with the same force and effect, (ii) all agreements by Secured Party made herein are intended for the purpose of binding only such Supplemental Interest Trust, and nothing herein contained shall be construed as creating any liability for DBTCA, individually or personally, to perform any covenant (either express or implied) contained herein, and all such liability, if any, is hereby expressly waived by the parties hereto, and such waiver shall bind any third party making a claim by or through one of the parties hereto, provided that nothing in this paragraph shall relieve DBTCA from performing its duties and obligations under the Pooling and Servicing Agreement and (iii) under no circumstances shall DBTCA be personally liable for the payment of any indebtedness or expenses of such Supplemental Interest Trust, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the such Supplemental Interest Trust or Secured Party under this Agreement or any related document. (v) COLLATERAL ACCOUNT. Secured Party shall at all times maintain all Posted Collateral in a segregated trust account. (vi) EXTERNAL CALCULATIONS. At any time at which Pledgor (or, to the extent applicable, its Credit Support Provider) does not have a long-term unsubordinated and unsecured debt rating of at least "BBB+" from S&P, the Valuation Agent shall (at its own expense) obtain external calculations of the Secured Party's Exposure from at least two Reference Market-makers on the last Local Business Day of each calendar month. Any determination of the S&P Collateral Amount shall be based on the greatest of the Secured Party's Exposure determined by the Valuation Agent and such Reference Market-makers. Such external calculation may not be obtained from the same Reference Market-maker more than four times in any 12-month period. (vii) NOTICE TO S&P. At any time at which Pledgor (or, to the extent applicable, its Credit Support Provider) does not have a long-term unsubordinated and unsecured debt rating of at least "BBB+" from S&P, the Valuation Agent shall provide to S&P not later than the Notification Time on the Local Business Day following each Valuation Date its calculations of the Secured Party's Exposure and the Value of any Eligible Credit Support or Posted Credit Support for that Valuation Date. The Valuation Agent shall also provide to S&P any external marks of the Secured Party's Exposure. (viii) EXPENSES. Pledgor shall be responsible for all reasonable costs and expenses incurred by Secured Party in connection with the Transfer of any Eligible Collateral under this Annex. (ix) ADDITIONAL DEFINED TERMS. "DV01" means, with respect to a Transaction and any date of determination, the sum of the estimated change in the Secured Party's Exposure with respect to such Transaction that would result from a one basis point change in the relevant swap curve on such date, as determined by the Valuation Agent in good faith and in a commercially reasonable manner. The Valuation Agent shall, upon request of Secured Party, provide to Secured Party a statement showing in reasonable detail such calculation. "MOODY'S FIRST LEVEL ADDITIONAL COLLATERALIZED AMOUNT" means, with respect to any Transaction, the lesser of (x) the product of 15 and DV01 for such Transaction and such Valuation Date and (y) the product of (i) 2%, (ii) if a Scale Factor is specified in such Transaction, the Scale Factor (as defined in such Transaction) for such Transaction, or, if no Scale Factor is specified in such Transaction, 1 and (iii) the Notional Amount for such Transaction for the Calculation Period which includes such Valuation Date. "MOODY'S FIRST LEVEL COLLATERAL AMOUNT" means, (A) for any Valuation Date on which (I) a Moody's First Level Downgrade has occurred and has been continuing (x) for at least 30 Local Business Days or (y) since this Annex was executed and (II) it is not the case that a Moody's Second Level Downgrade has occurred and been continuing for at least 30 Local Business Days, an amount equal to the greater of (a) zero and (b) the sum of the Secured Party's aggregate Exposure for all Transactions and the aggregate of Moody's First Level Additional Collateralized Amounts for each Transaction and (B)for any other Valuation Date, zero. "MOODY'S FIRST LEVEL VALUE" means, for any date that the Moody's First Level Collateral Amount is determined and the Value of any Eligible Collateral or Posted Collateral that is a security, the bid price for such security obtained by the Valuation Agent multiplied by the Moody's First Level Valuation Percentage for such security set forth on Schedule A hereto. "MOODY'S SECOND LEVEL ADDITIONAL COLLATERALIZED AMOUNT" means, with respect to any Transaction, (1) if such Transaction is not a Transaction-Specific Hedge, the lesser of (i) the product of the 50 and DV01 for such Transaction and such Valuation Date and (ii) the product of (x) 8%, (y) if a Scale Factor is specified in such Transaction, the Scale Factor (as defined in such Transaction) for such Transaction, or, if no Scale Factor is specified in such Transaction, 1 and (z) the Notional Amount for such Transaction for the Calculation Period (as defined in the related Transaction) which includes such Valuation Date; or (2) if such Transaction is a Transaction-Specific Hedge, the lesser of (i) the product of the 65 and DV01 for such Transaction and such Valuation Date and (ii) the product of (x) 10%, (y) if a Scale Factor is specified in such Transaction, the Scale Factor (as defined in such Transaction) for such Transaction, or, if no Scale Factor is specified in such Transaction, 1 and (z) the Notional Amount for such Transaction for the Calculation Period (as defined in the related Transaction) which includes such Valuation Date. "MOODY'S SECOND LEVEL COLLATERAL AMOUNT" means, (A) for any Valuation Date on which it is the case that a Moody's Second Level Downgrade has occurred and been continuing for at least 30 Local Business Days, an amount equal to the greatest of (a) zero, (b) the aggregate amount of the Next Payments for all Next Payment Dates and (c) the sum of the Secured Party's aggregate Exposure and the aggregate of Moody's Second Level Additional Collateralized Amounts for each Transaction and (B) for any other Valuation Date, zero. "MOODY'S SECOND LEVEL VALUE" means, for any date that the Moody's Second Level Collateral Amount is determined and the Value of any Eligible Collateral or Posted Collateral that is a security, the bid price for such security obtained by the Valuation Agent multiplied by the Moody's Second Level Valuation Percentage for such security set forth on Schedule A hereto. "NEXT PAYMENT" means, in respect of each Next Payment Date, the greater of (i) the amount of any payments due to be made by the Pledgor pursuant to Section 2(a) on such Next Payment Date less any payments due to be made by the Secured Party under Section 2(a) on such Next Payment Date (in each case, after giving effect to any applicable netting under Section 2(c)) and (ii) zero. "NEXT PAYMENT DATE" means the next scheduled payment date under any Transaction. "REMAINING WEIGHTED AVERAGE MATURITY" means, with respect to a Transaction, the expected weighted average maturity for such Transaction as determined by the Valuation Agent. "S&P COLLATERAL AMOUNT" means, (A) for any Valuation Date on which a S&P First Level Downgrade has occurred and been continuing for at least 30 days or on which a S&P Second Level Downgrade has occurred and is continuing, an amount equal to the sum of (1) 100.0% of the Secured Party's Exposure for such Valuation Date and (2) the product of (x) the Volatility Buffer for each Transaction, (y) if a Scale Factor is specified in such Transaction, the Scale Factor (as defined in such Transaction) for such Transaction, or, if no Scale Factor is specified in such Transaction, 1 and (z) the Notional Amount of such Transaction for the Calculation Period (as defined in the related Transaction) of such Transaction which includes such Valuation Date, or (B) for any other Valuation Date, zero. "S&P VALUE" means, for any date that the S&P Collateral Amount is determined and the Value of any Eligible Collateral or Posted Collateral that is a security, the bid price for such security obtained by the Valuation Agent multiplied by the S&P Valuation Percentage for such security set forth on Schedule A hereto. "TRANSACTION-SPECIFIC HEDGE" means any Transaction that is a cap, floor or swaption or a Transaction in respect of which (x) the notional amount of the interest rate swap is "balance guaranteed" or (y) the notional amount of the interest rate swap for any Calculation Period otherwise is not a specific dollar amount that is fixed at the inception of the Transaction. "VOLATILITY BUFFER" means, for any Transaction, the related percentage set forth in the following table: ----------------------------------------- -------------------- ------------------- ---------------------- ----------------------- The higher of the S&P short-term credit Remaining Weighted Remaining Remaining Weighted Remaining Weighted rating of (i) Pledgor and (ii) the Average Maturity Weighted Average Average Maturity Average Maturity Credit Support Provider of Pledgor, if up to 3 years Maturity up to 10 years up to 30 years applicable up to 5 years ----------------------------------------- -------------------- ------------------- ---------------------- ----------------------- ----------------------------------------- -------------------- ------------------- ---------------------- ----------------------- "A-2" or higher 2.75% 3.25% 4.00% 4.75% ----------------------------------------- -------------------- ------------------- ---------------------- ----------------------- ----------------------------------------- -------------------- ------------------- ---------------------- ----------------------- "A-3" 3.25% 4.00% 5.00% 6.25% ----------------------------------------- -------------------- ------------------- ---------------------- ----------------------- ----------------------------------------- -------------------- ------------------- ---------------------- ----------------------- "BB+" or lower 3.50% 4.50% 6.75% 7.50% ----------------------------------------- -------------------- ------------------- ---------------------- -----------------------
IN WITNESS WHEREOF, the parties have executed this Annex on the respective dates specified below with effect from the date specified on the first page of this document. --------------------------------------------------------------------------------- ------------------------------------------------------------------------------ BEAR STEARNS FINANCIAL PRODUCTS INC. DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT INDIVIDUALLY, BUT SOLELY AS SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF OF THE RALI SERIES 2007-QH4 TRUST, ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 2007-QH4 By: _______________________________ Name: By: _______________________________ Title: Name: Title: --------------------------------------------------------------------------------- ------------------------------------------------------------------------------
SCHEDULE A COLLATERAL SCHEDULE THE MOODY'S FIRST LEVEL VALUATION PERCENTAGES SHALL BE USED IN DETERMINING THE MOODY'S FIRST LEVEL COLLATERAL AMOUNT. THE MOODY'S SECOND LEVEL VALUATION PERCENTAGES SHALL BE USED IN DETERMINING THE MOODY'S SECOND LEVEL COLLATERAL AMOUNT. THE S&P VALUATION PERCENTAGES SHALL BE USED IN DETERMINING THE S&P COLLATERAL AMOUNT. ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ISDA COLLATERAL ASSET DEFINITION REMAINING MATURITY MOODY'S FIRST LEVEL MOODY'S SECOND LEVEL S&P (ICAD) CODE VALUATION PERCENTAGE VALUATION PERCENTAGE VALUATION PERCENTAGE ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ US-CASH N/A 100% 100% 100% EU-CASH N/A 98% 94% 92.5% GB-CASH N/A 98% 95% 94.1% ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ US-TBILL US-TNOTE US-TBOND (fixed rate) < 1 Year 100% 100% 98.9% ---------------------------------- 1 to 2 years 100% 99% 98.0% ---------------------------------- 2 to 3 years 100% 98% 97.4% ---------------------------------- 3 to 5 years 100% 97% 95.5% ---------------------------------- 5 to 7 years 100% 96% 93.7% ---------------------------------- 7 to 10 years 100% 94% 92.5% ---------------------------------- 10 to 20 years 100% 90% 91.1% ---------------------------------- > 20 years 100% 88% 88.6% ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ US-TBILL US-TNOTE US-TBOND (floating rate) All Maturities 100% 99% Not Eligible Collateral ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ GA-US-AGENCY < 1 Year 100% 99% 98.5% (fixed rate) 1 to 2 years 100% 99% 97.7% 2 to 3 years 100% 98% 97.3% 3 to 5 years 100% 96% 94.5% 5 to 7 years 100% 93% 93.1% 7 to 10 years 100% 93% 90.7% 10 to 20 years 100% 89% 87.7% > 20 years 100% 87% 84.4% ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ GA-US-AGENCY All Maturities 100% 98% Not Eligible Collateral (floating rate) ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ GA-EUROZONE-GOV (other than Rated Aa3 or better Rated Aa3 or better Rated AAA or better EU-CASH) (fixed rate) by Moody's by Moody's by S&P < 1 Year 98% 94% 98.8% 1 to 2 years 98% 93% 97.9% 2 to 3 years 98% 92% 97.1% 3 to 5 years 98% 90% 91.2% 5 to 7 years 98% 89% 87.5% 7 to 10 years 98% 88% 83.8% 10 to 20 years 98% 84% 75.5% > 20 years 98% 82% Not Eligible Collateral ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ GA-EUROZONE-GOV (other than Rated Aa3 or better Rated Aa3 or better Rated AAA or better EU-CASH) (floating rate) by Moody's by Moody's by S&P All Maturities 98% 93% Not Eligible Collateral ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------- --------------------------------- -------------------------------------- ------------------------------ GA-GB-GOV < 1 Year 98% 94% Not Eligible Collateral (other than GB-CASH) (fixed rate) 1 to 2 years 98% 93% Not Eligible Collateral 2 to 3 years 98% 92% Not Eligible Collateral 3 to 5 years 98% 91% Not Eligible Collateral 5 to 7 years 98% 90% Not Eligible Collateral 7 to 10 years 98% 89% Not Eligible Collateral 10 to 20 years 98% 86% Not Eligible Collateral > 20 years 98% 84% Not Eligible Collateral ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ GA-GB-GOV All Maturities 98% 94% Not Eligible Collateral (other than GB-CASH) (floating rate) ---------------------------------- ---------------------------- --------------------------------- -------------------------------------- ------------------------------ The ISDA Collateral Asset Definition (ICAD) Codes used in this Collateral Schedule shall have the meanings set forth in the Collateral Asset Definitions (First Edition - June 2003) as published and copyrighted in 2003 by the International Swaps and Derivatives Association, Inc.
Reference Number: FXNSC9493 - Novation Confirmation Deutsche Bank Trust Company Americas, not individually, but solely as Supplemental Interest Trust Trustee on behalf of the RALI Series 2007-QH4 Trust, Asset-Backed Pass-Through Certificates, Series 2007-QH4 April 27, 2007 BEAR STEARNS FINANCIAL PRODUCTS INC. 383 MADISON AVENUE NEW YORK, NEW YORK 10179 212-272-4009 DATE: April 27, 2007 TO: Deutsche Bank Trust Company Americas, not individually, but solely as Supplemental Interest Trust Trustee on behalf of the RALI Series 2007-QH4 Trust, Asset-Backed Pass-Through Certificates, Series 2007-QH4 ATTENTION: Trust Administration - RF07H4 TELEPHONE: 714-247-6000 FACSIMILE: 714-855-1557 TO: Goldman, Sachs & Co. ATTENTION: Roger Yao TELEPHONE: 212-357-8377 FACSIMILE: 212-493-0495 FROM: Derivatives Documentation TELEPHONE: 212-272-2711 FACSIMILE: 212-272-9857 RE: NOVATION CONFIRMATION REFERENCE NUMBER(S): FXNSC9493 The purpose of this letter is to confirm the terms and conditions of the Novation Transaction entered into between the parties and effective from the Novation Date specified below. This Novation Confirmation constitutes a "Confirmation" as referred to in the New Agreement specified below. 1. The definitions and provisions contained in the 2004 ISDA Novation Definitions (the "Definitions") and the terms and provisions of the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. and amended from time to time, are incorporated in this Novation Confirmation. In the event of any inconsistency between (i) the Definitions, (ii) the 2000 ISDA Definitions and/or (iii) the Novation Agreement and this Novation Confirmation, this Novation Confirmation will govern. 2. The terms of the Novation Transaction to which this Novation Confirmation relates are as follows: Novation Trade Date: April 27, 2007 Novation Date: April 27, 2007 Novated Amount: USD 384,404,927 Transferor: Goldman, Sachs & Co. Transferee: Deutsche Bank Trust Company Americas, not individually, but solely as Supplemental Interest Trust Trustee on behalf of the RALI Series 2007-QH4 Trust, Asset-Backed Pass-Through Certificates, Series 2007-QH4 Remaining Party: Bear Stearns Financial Products Inc. New Agreement (between Transferee and The Master Agreement as defined in the New Remaining Party): Confirmation 3. The terms of the Old Transaction to which this Novation Confirmation relates, for identification purposes, are as follows: Trade Date of Old Transaction: April 25, 2007 Effective Date of Old Transaction: May 25, 2007 Termination Date of Old Transaction: May 25, 2012 4. The terms of the New Transaction to which this Novation Confirmation relates shall be as specified in the New Confirmation attached hereto as Exhibit A. Full First Calculation Period: Applicable, commencing on May 25, 2007. 5. Offices: Transferor: 85 Broad Street, 27th Floor New York, NY 10004 Transferee: Not Applicable Remaining Party: Not Applicable The parties confirm their acceptance to be bound by this Novation Confirmation as of the Novation Date by executing a copy of this Novation Confirmation and returning a facsimile of the fully-executed Novation Confirmation to 212-272-9857. The Transferor, by its execution of a copy of this Novation Confirmation, agrees to the terms of the Novation Confirmation as it relates to the Old Transaction. The Transferee, by its execution of a copy of this Novation Confirmation, agrees to the terms of the Novation Confirmation as it relates to the New Transaction. For inquiries regarding U.S. Transactions, please contact DERIVATIVES DOCUMENTATION by telephone at 212-272-2711. For all other inquiries please contact DERIVATIVES DOCUMENTATION by telephone at 353-1-402-6223. BEAR STEARNS FINANCIAL PRODUCTS INC. GOLDMAN, SACHS & CO. By: _____________________________ By: _____________________________ Name: Name: Title: Title: Date Date DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT INDIVIDUALLY, BUT SOLELY AS SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF OF THE RALI SERIES 2007-QH4 TRUST, ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 2007-QH4 By: _____________________________ Name: Title: Date lm