DATE:
January 30, 2007
TO:
Deutsche Bank Trust Company Americas, not in its individual
capacity but solely as Supplemental Interest Trust Trustee for
the benefit of RALI Series 2007-QA1 Supplemental Interest Trust,
acting on behalf of the Class A Certificateholders and the
Class M Certificateholders under the Pooling and Servicing
Agreement identified below ("PARTY A")
ATTENTION:
RALI Series 2007-QA1
FROM:
Deutsche Bank Trust Company Americas, not in its individual
capacity but solely as Supplemental Interest Trust Trustee for
the benefit of RALI Series 2007-QA1 Supplemental Interest Trust,
acting on behalf of the Class SB Certificateholders under the
Pooling and Servicing Agreement identified below ("PARTY B")
SUBJECT:
Payment Swap Confirmation and Agreement
REFERENCE NUMBER
The purpose of this letter
agreement (the
"Agreement")
is to confirm the terms and conditions of the Transaction
entered into on the Trade Date specified
below (the
"Transaction")
between Party A and Party B. This
Agreement,
which
evidences a complete and binding
agreement
between you and us to enter into the
Transaction
on the terms
set forth
below,
constitutes
a
"Confirmation"
as
referred to in the ISDA Form
Master
Agreement
(as defined
below), as well as a "Schedule" as referred to in the ISDA Form
Master Agreement.
1.
This
Agreement
is
subject
to and
incorporates
the 2000
ISDA
Definitions
(the
"Definitions"),
as
published by the International Swaps and Derivatives
Association,
Inc. ("ISDA").
You and we have agreed to enter
into this
Agreement
in lieu of
negotiating
a Schedule
to the 1992 ISDA Master
Agreement
(Multicurrency-Cross
Border) form (the "ISDA Form Master
Agreement")
but,
rather,
an ISDA Form Master
Agreement
shall be deemed to
have been
executed by you and us on the date we entered into the
Transaction.
In the event of any
inconsistency
between the provisions of this
Agreement and the
Definitions
or the ISDA Form Master
Agreement,
this Agreement
shall
prevail for purposes of the
Transaction.
Terms used and not
otherwise
defined
herein,
in the ISDA Form
Master
Agreement
or the
Definitions
shall have the
meanings
assigned
to them in the series
supplement
(the
"Series Supplement"),
dated as of January 1, 2007, to the standard terms of pooling and
servicing agreement, dated
as of December 1, 2006 (the "Standard Terms", and together with the
Series
Supplement,
the "Pooling and Servicing
Agreement"),
among Residential
Accredit Loans, Inc., as depositor,
Residential
Funding Company,
LLC, as master
servicer,
and Deutsche Bank Trust Company
Americas,
as trustee.
Each reference to a "Section" or to a "Section"
"of this
Agreement"
will be construed as a reference
to a Section of the 1992 ISDA Form Master
Agreement.
Each
capitalized
term used herein that is not defined herein or in the 1992 ISDA
Form Master
Agreement
shall have the
meaning defined in the Pooling and Servicing
Agreement.
Notwithstanding
anything herein to the contrary,
should
any provision of this Agreement conflict with any provision of the
Pooling and Servicing
Agreement,
the provision
of the Pooling and Servicing Agreement shall apply.
2.
The terms of the particular Transaction to which this Confirmation
relates are as follows:
Trade Date:
Effective Date:
Termination Date:
February 25, 2037 subject to adjustment in accordance
with the
Business Day Convention.
Business Days:
California, Minnesota, Texas, New York, Illinois.
Business Day Convention:
Following.
PARTY A PAYMENTS:
Party A Payment Dates:
Each
Distribution
Date
under
the
Pooling
and
Servicing
Agreement.
Party A Payment Amounts:
On each Party A Payment Date, the amount,
if any, equal to the
aggregate
amount
of Net Swap
Payments
and Swap
Termination
Payments owed to the Swap
Counterparty
remaining unpaid after
application
of the
sum of (A)
from
the
REMIC
I
Available
Distribution
Amount
(less the
amount
distributable
on such
Distribution
Date in respect of REMIC IV Regular
Interest IO)
that
would
have
remained
had
the
REMIC
I
Available
Distribution
Amount
(less the
amount
distributable
on such
Distribution
Date in
respect
of
REMIC IV
Regular
Interest
IO)been
applied
on
such
Distribution
Date
to
make
the
distributions for such Distribution Date under
Section 4.02(c)
clauses
(i)
through
(viii)
of
the
Pooling
and
Servicing
Agreement,
of (I) Accrued Certificate Interest on the Class SB
Certificates,
(II) the
amount
of
any
Overcollateralization
Reduction
Amount
and (III) for each
Distribution
Date after
the
Certificate
Principal
Balance
of each
Class of Class A
Certificates
and
Class M
Certificates
has been
reduced
to
zero, the
Overcollateralization
Amount,
(B) from
prepayment
charges on deposit in the
Certificate
Amount,
any prepayment
charges
received
on the
Mortgage
Loans
during the
related
Prepayment
Period
and (C) the
amount
distributable
on such
Distribution
Date in respect of the REMIC IV
Regular Interest
IO.
PARTY B PAYMENTS:
Party B Payment Dates:
Each
Distribution
Date
under
the
Pooling
and
Servicing
Agreement
Party B Payment Amounts:
On each Party B Payment
Date, an amount equal to the lesser of
(a)
the
Available
Distribution
Amount
remaining
on
such
Distribution
Date after the distributions on such Distribution
Date under
Section 4.02(c)
c