SUBSEQUENT TRANSFER AGREEMENT
Pursuant to this Subsequent Transfer Agreement No.1 (the "Agreement"), dated as of September 12, 2007, between RESIDENTIAL
FUNDING COMPANY, LLC, as seller ("RFC" or the "Seller"), and DEUTSCHE BANK TRUST COMPANY AMERICAS in its capacity as trustee
(together with its permitted successors and assigns, the "Trustee"), and pursuant to the assignment and assumption agreement dated
August 31, 2007 (the "Assignment Agreement"), between RFC, as seller, and Residential Accredit Loans, Inc., as purchaser ("RALI"),
the Seller and the Trustee agree to the sale by the Seller and the purchase by the Trustee of the mortgage loans listed on the
attached Schedule of Subsequent Mortgage Loans (the "Subsequent Mortgage Loans").
Capitalized terms used and not defined herein have their respective meanings as set forth in the Assignment Agreement and
the Series Supplement, dated as of August 1, 2007 among RALI, RFC, as master servicer (the "Master Servicer"), and Deutsche Bank
Trust Company Americas, as trustee and the Standard Terms of Pooling and Servicing Agreement, dated as of August 1, 2007 (together,
the "Pooling and Servicing Agreement"), which meanings are incorporated by reference herein. All other capitalized terms used herein
shall have the meanings specified herein.
Section 1. Sale of Subsequent Mortgage Loans.
(a) The Seller does hereby sell, transfer, assign, set over and convey to the Trustee, without recourse, all of its
right, title and interest in and to the Subsequent Mortgage Loans, all principal received and interest thereon on and after the
Subsequent Cut-off Date, all monies due or to become due thereon and all items with respect to the Subsequent Mortgage Loans to be
delivered pursuant to Section 2(b) of the Assignment Agreement; provided, however, that the Seller reserves and retains all right,
title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the Subsequent
Cut-off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the
Trustee each item set forth in Section 2(b) of the Assignment Agreement. The Trustee hereby acknowledges its acceptance of all
right, title and interest in and to the Subsequent Mortgage Loans and other property existing on the date hereof and hereafter
created or conveyed to it pursuant to this Agreement and Section 2(b) of the Assignment Agreement.
The Seller intends that the conveyance by the Seller to the Trustee of all its right, title and interest in and to the
Subsequent Mortgage Loans pursuant to this Section 1 shall be, and be construed as, a sale of the Subsequent Mortgage Loans by the
Seller to the Trustee. It is, further, not intended that such conveyance be deemed to be a pledge of the Subsequent Mortgage Loans
by the Seller to the Trustee to secure a debt or other obligation of the Seller. Nonetheless, (a) this Agreement is intended to be
and hereby is a security agreement within the meaning of Articles 8 and 9 of the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in this Section shall be deemed to be, and
hereby is, a grant by the Seller to the Trustee of a security interest in all of the Seller's right, title and interest, whether now
owned or hereafter acquired, in and to any and all general intangibles, payment intangibles, accounts, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property
consisting of, arising from or relating to any of the following: (A) the Subsequent Mortgage Loans, including (i) with respect to
each Subsequent Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease, any insurance policies and all other documents in the related Mortgage File, (ii) with respect to
each Subsequent Sharia Mortgage Loan, the related Sharia Mortgage Loan Security Instrument, Sharia Mortgage Loan Co-Ownership
Agreement, Obligation to Pay, Assignment Agreement and Amendment of Security Instrument, any insurance policies and all other
documents in the related Mortgage File and (iii) with respect to each Subsequent Mortgage Loan other than a Subsequent Cooperative
Loan or a Subsequent Sharia Mortgage Loan, the related Mortgage Note, the Mortgage, any insurance policies and all other documents in
the related Mortgage File, (B) all monies due or to become due pursuant to the Mortgage Loans in accordance with the terms thereof
and (C) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts from time to time held or invested in the Certificate Account or the Custodial
Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Trustee, the Custodian or
any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, money, payment
intangibles, negotiable documents, goods, deposit accounts, letters of credit, advices of credit, investment property or chattel
paper shall be deemed to be "possession by the secured party," or possession by a purchaser or a person designated by such secured
party, for purposes of perfecting the security interest pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial
Code of any other applicable jurisdiction (including, without limitation, Sections 8-106, 9-313 and 9-106 thereof); and
(d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents
of, or persons holding for, (as applicable) the Trustee for the purpose of perfecting such security interest under applicable law.
The Seller shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if
this Agreement were determined to create a security interest in the Subsequent Mortgage Loans and the other property described above,
such security interest would be determined to be a perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Seller shall prepare
and deliver to the Trustee not less than 15 days prior to any filing date, and the Trustee shall file, or shall cause to be filed, at
the expense of the Seller, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Subsequent Mortgage
Loans, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change
of name of the Seller or the Trustee, (2) any change of location of the state of formation, place of business or the chief executive
office of the Seller, or (3) any transfer of any interest of the Seller in any Mortgage Loan.
Notwithstanding the foregoing, (i) the Master Servicer shall retain all servicing rights (including, without
limitation, primary servicing and master servicing) relating to or arising out of the Subsequent Mortgage Loans, and all rights to
receive servicing fees, servicing income and other payments made as compensation for such servicing granted to it under the Pooling
and Servicing Agreement pursuant to the terms and conditions set forth therein (collectively, the "Servicing Rights") and (ii) the
Servicing Rights are not included in the collateral in which the Seller grants a security interest pursuant to the immediately
preceding paragraph.
(b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Assignment
Agreement shall be borne by the Seller.
(c) Additional terms of the sale are set forth on Attachment A hereto.
Section 2. Representations and Warranties; Conditions Precedent.
(a) The Seller hereby affirms the representations and warranties made by it and set forth in Section 4 of the Assignment
Agreement that relate to the Subsequent Mortgage Loans as of the date hereof. The Seller, as evidenced by an officer's certificate
substantially in the form of Attachment C hereto and delivered to the Trustee, hereby confirms that each of the conditions set forth
in Section 2(c) and Section 2(d) of the Assignment Agreement are satisfied as of the date hereof and further represents and warrants
that each Subsequent Mortgage Loan complies with the requirements of this Agreement and Section 2(d) of the Assignment Agreement.
The Seller, as Master Servicer of the Subsequent Mortgage Loans, hereby affirms the representations and warranties made by it and set
forth in Section 2.03(a) of the Pooling and Servicing Agreement that relate to the Seller.
(b) The Seller hereby represents and warrants to the Trustee for the benefit of Certificateholders, with respect to the
Subsequent Mortgage Loans, that as of the Subsequent Transfer Date:
(i) No Subsequent Mortgage Loan is 30 or more days Delinquent in payment of principal and interest as of the Subsequent Cut-off
Date and no Subsequent Mortgage Loan has been so Delinquent more than once in the 12-month period prior to the Subsequent
Cut-off Date;
(ii) No more than 1.0% of the Subsequent Mortgage Loans by aggregate Stated Principal Balance as of the Subsequent Cut-off Date
are secured by Mortgaged Properties located in any one zip code area in Utah and no more than 0.2% of the Subsequent
Mortgage Loans by aggregate Stated Principal Balance as of the Subsequent Cut-off Date are secured by Mortgaged Properties
located in any one zip code area outside Utah;
(iii) The improvements upon the Mortgaged Properties are insured against loss by fire and other hazards as required by the Program
Guide, including flood insurance if required under the National Flood Insurance Act of 1968, as amended. The Mortgage
requires the Mortgagor to maintain such casualty insurance at the Mortgagor's expense, and on the Mortgagor's failure to do
so, authorizes the holder of the Mortgage to obtain and maintain such insurance at the Mortgagor's expense and to seek
reimbursement therefor from the Mortgagor;
(iv) Immediately prior to the assignment of the Subsequent Mortgage Loans to the Trustee, the Seller had good title to, and was
the sole owner of, each Subsequent Mortgage Loan free and clear of any pledge, lien, encumbrance or security interest (other
than rights to servicing and related compensation) and such assignment validly transfers ownership of the Subsequent
Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or security interest;
(v) No more than 43.0% of the Subsequent Mortgage Loans by aggregate Stated Principal Balance as of the Subsequent Cut-off Date
were underwritten under a reduced loan documentation program, no more than 15.2% of the Subsequent Mortgage Loans by
aggregate Stated Principal Balance as of the Subsequent Cut-off Date were underwritten under a no-stated income program, and
no more than 13.8% of the Subsequent Mortgage Loans by aggregate Stated Principal Balance as of the Subsequent Cut-off Date
were underwritten under a no income/no asset program;
(vi) Except with respect to no more than 21.0% of the Subsequent Mortgage Loans by aggregate Stated Principal Balance as of the
Subsequent Cut-off Date, the Mortgagor represented in its loan application with respect to the related Subsequent Mortgage
Loan that the Mortgaged Property would be owner-occupied;
(vii) None of the Subsequent Mortgage Loans is a Buy-Down Mortgage Loan;
(viii) Each Subsequent Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury
Regulations Section 1.860G-2(a)(1), (2), (4), (5) and (6), without reliance on the provisions of Treasury Regulation Section
1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be
treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code
and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5) and (6);
(ix) A policy of title insurance was effective as of the closing of each Subsequent Mortgage Loan and is valid and binding and
remains in full force and effect, unless the Mortgaged Properties are located in the State of Iowa and an attorney's
certificate has been provided as described in the Program Guide;
(x) None of the Subsequent Mortgage Loans is a Cooperative Loan;
(xi) With respect to each Subsequent Mortgage Loan originated under a "streamlined" Mortgage Loan program (through which no new
or updated appraisals of Mortgaged Properties are obtained in connection with the refinancing thereof), the related seller
has represented that either (a) the value of the related Mortgaged Property as of the date the Subsequent Mortgage Loan was
originated was not less than the appraised value of such property at the time of origination of the refinanced Subsequent
Mortgage Loan or (b) the Loan-to-Value Ratio of the Subsequent Mortgage Loan as of the date of origination of the Subsequent
Mortgage Loan generally meets RFC's underwriting guidelines;
(xii) Interest on each Subsequent Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months;
(xiii) None of the Subsequent Mortgage Loans contains in the related Mortgage File a Destroyed Mortgage Note;
(xiv) None of the Subsequent Mortgage Loans has been made to an International Borrower;
(xv) No Subsequent Mortgage Loan provides for payments that are subject to reduction by withholding taxes levied by any foreign
(non-United States) sovereign government; and
(xvi) None of the Subsequent Mortgage Loans is an Additional Collateral Loan and none of the Subsequent Mortgage Loans is a
Pledged Asset Loan.
Upon discovery by either of the Seller, the Custodian or the Trustee of a breach of any of the representations and warranties set
forth in this Section 2(b) that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the
party discovering such breach shall give prompt written notice to the other parties (the Custodian being so obligated under a
Custodial Agreement); provided, however, that in the event of a breach of the representation and warranty set forth in Section
2(b)(xii), the party discovering such breach shall give such notice within five days of discovery. Within 90 days of its discovery or
its receipt of notice of breach, the Seller shall either (i) cure such breach in all material respects or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02 of the Pooling and Servicing
Agreement; provided that the Seller shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Subsequent Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the omission or
defect would cause the Subsequent Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code,
any such cure or repurchase must occur within 90 days from the date such breach was discovered. Any such substitution shall be
effected by the Seller under the same terms and conditions as provided in Section 2.04 of the Standard Terms for substitutions by the
Seller. It is understood and agreed that the obligation of the Seller to cure such breach or to so purchase or substitute for any
Subsequent Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Certificateholders or the Trustee on behalf of the Certificateholders.
(c) The Seller is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its
business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Agreement or by the
performance of its obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency
proceeding) has been filed by or against the Seller prior to the date hereof.
(d) All terms and conditions of the Assignment Agreement relating to the Subsequent Mortgage Loans are hereby ratified
and confirmed; provided, however, that in the event of any conflict the provisions of this Agreement shall control over the
conflicting provisions of the Assignment Agreement.
Section 3. Recordation of Instrument. To the extent permitted by applicable law or a memorandum thereof if permitted
under applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all of
the counties or other comparable jurisdictions in which any or all of the properties subject to the related Mortgages are situated,
and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Master Servicer at the
Certificateholders' expense on direction of the Certificateholders of Certificates representing not less than a majority of the
aggregate Certificate Principal Balance of the Certificates, but only when accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration
or servicing of the Subsequent Mortgage Loans.
Section 4. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 5. Counterparts. This Agreement may be executed in counterparts, each of which, when so executed, shall be
deemed to be an original and together shall constitute one and the same instrument.
Section 6. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Seller and
the Trustee and their respective successors and assigns.
RESIDENTIAL FUNDING COMPANY, LLC,
as Seller and Master Servicer
By:____________________________
Name:
Title:
By: DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but solely as
Trustee
By: ___________________________
Name:
Title:
Attachments
A. Additional Terms of Sale
B. Schedule of Subsequent Mortgage Loans
C. Seller's Officer's Certificate
ATTACHMENT A TO FORM OF SUBSEQUENT TRANSFER AGREEMENT
RALI SERIES 2007-QS10 TRUST
ADDITIONAL TERMS OF SALE
September 12, 2007
A.
1. Subsequent Cut-off Date: September 1, 2007
2. Subsequent Transfer Date: September 12, 2007
3. Aggregate Principal Balance of the Subsequent Mortgage Loans as of the
Subsequent Cut-off Date:
5. Purchase Price: 100.00%
B.
As to all Subsequent Mortgage Loans:
1. Latest stated maturity date: September 25, 2037
2. Maximum LTV at origination: 100.00%
C.
As to all Mortgage Loans:
1. Weighted average Mortgage Rate of all Mortgage Loans: 7.27%
2. Remaining weighted average term to maturity of all Mortgage Loans: 359 months
2. Aggregate of the Discount Fractions of the Stated Principal Balance of the
Discount Mortgage Loans: $2,925,884.64
ATTACHMENT B TO FORM OF SUBSEQUENT TRANSFER AGREEMENT
SCHEDULE OF SUBSEQUENT MORTGAGE LOANS
ATTACHMENT C TO FORM OF SUBSEQUENT TRANSFER AGREEMENT
SELLER'S OFFICER'S CERTIFICATE
I, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, hereby certify that I am an Associate of Residential Funding Company, LLC ("RFC") (the "Seller"),
that I have made such reasonable investigation as I have deemed necessary to deliver this Certificate, including discussions with
responsible officers of the Seller and further certify to the best of my knowledge as follows:
1. The Seller is in good standing under the laws of the State of Delaware.
2. Each person who, as an officer or representative of the Seller, signed the Subsequent Transfer Agreement
(the "Subsequent Transfer Agreement"), dated as of September 12, 2007 between the Seller and Deutsche Bank Trust Company
Americas, as trustee (the "Trustee") and any other document delivered prior hereto or on the date hereof in connection with
the transfer of the Subsequent Mortgage Loans and the transactions described in the Assignment and Assumption Agreement (the
"Assignment Agreement"), dated as of August 31, 2007, between Residential Funding Company, LLC and Residential Accredit
Loans, Inc., at the respective times of such signing and delivery, and is now, duly elected or appointed, qualified and
acting as such officer or representative, and the signatures of such persons appearing on such documents are their genuine
signatures.
3. With respect to its transfer of the Subsequent Mortgage Loans and the transactions contemplated by the
Assignment Agreement and the Subsequent Transfer Agreement, the Seller has complied in all material respects with all the
agreements by which it is bound and has satisfied in all material respects all the conditions on its part to be performed or
satisfied prior to the Subsequent Transfer Date.
4. Attached as Exhibit I hereto is a true and correct copy of the resolutions of the Board of Directors of the
Seller with respect to the sale of the Subsequent Mortgage Loans subject to the Assignment Agreement, and the same are in
full force and effect and have not been revoked, repealed or amended. Attached as Exhibit II hereto is a true and correct
copy of the Certificate of Formation of the Seller, which is in full force and effect on the date hereof. Attached as
Exhibit III hereto is a true and correct copy of the Good Standing Certificate of the Seller, dated August 24, 2007.
Attached as Exhibit IV hereto is a true and correct copy of the Limited Liability Company Agreement of the Seller, which
continues in force on the date hereof.
5. Any necessary consents, approvals, authorizations or order of any court or governmental agency or body that
are required for the execution, delivery and performance by the Seller of or compliance by the Seller with the Assignment
Agreement, the sale of the Subsequent Mortgage Loans as evidenced by the Subsequent Transfer Agreement, or the consummation
of the transactions contemplated by the Assignment Agreement, have been obtained. The Assignment Agreement and all related
agreements have been authorized by the Board of Directors of the Seller, such authorization being reflected in the minutes
of that Board and shall be maintained from the date of their execution as records of the Seller. The Assignment Agreement
and related agreements are and will be from the time of their execution official records of the Seller.
6. Each obligation of the Seller required to be performed by it on or prior to the Subsequent Transfer Date
pursuant to the terms of the Subsequent Transfer Agreement has been duly performed and complied with, all of the
representations and warranties of the Seller under the Subsequent Transfer Agreement are true and correct as of the
Subsequent Transfer Date, and no event has occurred that with notice or the passage of time would constitute a default under
the Subsequent Transfer Agreement.
7. Each condition precedent specified in Section 2(b) through Section 2(e) of the Assignment Agreement and
each condition precedent specified in the Subsequent Transfer Agreement has been satisfied by the Seller.
Capitalized terms not defined herein have the meanings set forth in the Assignment Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Seller.
Dated: September 12, 2007
RESIDENTIAL FUNDING COMPANY, LLC
By: __________________
Name:
Title:
EXHIBIT I
RESOLUTIONS
EXHIBIT II
CERTIFICATE OF FORMATION OF THE SELLER
EXHIBIT III
GOOD STANDING CERTIFICATE OF THE SELLER
EXHIBIT IV
LIMITED LIABILITY COMPANY AGREEMENT