EX-10 4 ks2exh103.htm EX 10.3





DATE:                                      February 23, 2007
TO:                                        U.S. Bank National Association, not in its individual capacity
                                           but solely as supplemental interest trust trustee for the
                                           benefit of RASC Series 2007-KS2 Supplemental Interest Trust,
                                           acting on behalf of the Class A Certificateholders and Class M
                                           Certificateholders under the Pooling and Servicing Agreement
                                           identified below ("PARTY A")

ATTENTION:                                 RASC Series 2007-KS2

FROM:                                      U.S. Bank National Association, not in its individual capacity
                                           but solely as supplemental interest trust trustee for the
                                           benefit of RASC Series 2007-KS2 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  Pooling  and  Servicing
Agreement,  dated  as of  February  23,  2007,  among  Residential  Asset  Securities  Corporation,  as  depositor,
Residential  Funding  Company,  LLC,  as master  servicer,  and U.S.  Bank  National  Association,  as trustee  and
supplemental  interest trust trustee (the "Pooling and Servicing  Agreement").  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  Adjusted  Available
                                                     Distribution  Amount that would have  remained had the Adjusted
                                                     Available    Distribution   Amount   been   applied   on   such
                                                     Distribution   Date  to  make   the   distributions   for  such
                                                     Distribution  Date under  Section 4.02(c)  clauses  (i) through
                                                     (x) of the  Pooling  and  Servicing  Agreement,  the sum 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  with  respect  to
                                                     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)  clauses  (i)  through  (vi) of the
                                                     Pooling and Servicing  Agreement and (b) the  aggregate  unpaid
                                                     Basis    Risk    Shortfalls    allocated    to   the    Class A
                                                     Certificateholders and the Class M  Certificateholders for such
                                                     Distribution Date.


3.       Additional  Provisions:  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 ISDA Form Master  Agreement  relating to such  Transaction,
as applicable.

4.       Provisions Deemed Incorporated in a Schedule to the ISDA Form Master Agreement:

1)       Termination Provisions. For purposes of the ISDA Form Master Agreement:

(a)      "Specified Entity" is not applicable to Party A or Party B for any purpose.

(b)      "Specified  Transaction"  is not  applicable  to Party A or  Party B for any  purpose,  and,  accordingly,
                  Section 5(a)(v) shall not apply to Party A or Party B.

(c)      The "Cross Default" provisions of Section 5(a)(vi) shall not apply to Party A or Party B.

(d)      The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to Party A or Party B.

(e)      With respect to Party A and Party B, the "Bankruptcy"  provision of Section  5(a)(vii)(2) of the ISDA Form
         Master Agreement will be deleted in its entirety.

(f)      The "Automatic Early Termination" provision of Section 6(a) will not apply to Party A or to Party B.

(g)      Payments on Early Termination. For the purpose of Section 6(e) of the ISDA Form Master Agreement:

(i)      Market Quotation will apply.

(ii)     The Second Method will apply.

(h)      "Termination Currency" means United States Dollars.

(i)      The provisions of Sections 5(a)(ii), 5(a)(iii) and 5(a)(iv) shall not apply to Party A or Party B.

(j)      Tax Event.  The provisions of Section  2(d)(i)(4) and 2(d)(ii) of the ISDA Form Master Agreement shall not
         apply to Party A and Party A shall not be  required  to pay any  additional  amounts  referred to
         therein.

2)       Tax Representations.

(a)      Payer  Representations.  For the purpose of Section 3(e) of the ISDA Form Master Agreement,  each of Party
                  A and Party B 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 Form Master  Agreement)  to be made by it
                                    to  the  other   party   under   this   Agreement.   In  making   this
                                    representation, it may rely on:

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

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

(iii)    the  satisfaction  of the  agreement of the other party  contained in Section 4(d) of the ISDA Form 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)  by reason  of  material  prejudice  to its legal or
         commercial position.

(b)      Payee  Representations.  For the purpose of Section  3(f) of the ISDA Form Master  Agreement,  Party A and
         Party B make the following representations: None

3)       Documents to be Delivered.  For the purpose of Section 4(a) (i) and 4(a) (iii):

(1)      Tax forms, documents, or certificates to be delivered are:

PARTY REQUIRED TO          FORM/DOCUMENT/                          DATE BY WHICH TO
DELIVER DOCUMENT           CERTIFICATE                             BE DELIVERED
Party A and Party B        Any documents required or               Promptly after the earlier of (i) reasonable
                           reasonably requested to allow           demand by either party or (ii) learning that such
                           the other party to make                 form or document is required
                           payments under this Agreement
                           without any deduction or
                           withholding for or on the
                           account of any Tax or with
                           such deduction or withholding
                           at a reduced rate


(2)      Other documents to be delivered are:

PARTY REQUIRED                FORM/DOCUMENT/                        DATE BY WHICH TO BE     COVERED BY
TO DELIVER                    CERTIFICATE                           DELIVERED               SECTION 3(D)
DOCUMENT                                                                                    REPRESENTATION
Party A and Party B           Any documents required by the         Upon execution and      Yes
                              receiving party to evidence the       delivery of this
                              authority of the delivering party     Agreement and such
                              for it to execute and deliver this    Confirmation
                              Agreement, any Confirmation to
                              which it is a party, and to
                              evidence the authority of the
                              delivering party to perform its
                              obligations under this Agreement
                              and such Confirmation.

Party A and Party B           A certificate of an authorized        Upon the execution      Yes
                              officer of the party, as to the       and delivery of this
                              incumbency and authority of the       Agreement and such
                              respective officers of the party      Confirmation
                              signing this Agreement

4)       Miscellaneous.  Miscellaneous

(a)      Address for Notices: For the purposes of Section 12(a) of this Agreement:

                                    Address for notices or communications to Party A:

         Address:                RASC Series 2007-KS2 Supplemental Interest Trust
                                 c/o U.S. Bank National Association
                                 60 Livingston Avenue
                                 EP-MN-WS3D
                                 St. Paul, Minnesota 55107

         with a copy to:         Residential Funding Company, LLC
                                 8400 Normandale Lake Blvd., Suite 600
                                 Minneapolis, Minnesota 55437
         Attention:              Tim Jacobson
         Facsimile:              (952) 921-9087

         (For all purposes)

         Address for notices or communications to Party B:
         Address:                RASC Series 2007-KS2 Supplemental Interest Trust
                                 c/o U.S. Bank National Association
                                 60 Livingston Avenue
                                 EP-MN-WS3D
                                 St. Paul, Minnesota 55107

         with a copy to:         Residential Funding Company, LLC
                                 8400 Normandale Lake Blvd., Suite 600
                                 Minneapolis, Minnesota 55437
         Attention:              Tim Jacobson
         Facsimile No.:          (952) 921-9087

         (For all purposes)


(b)      Process Agent. For the purpose of Section 13(c):

                  Party A:                         Not Applicable
                  Party B:                         Not Applicable


(c)      Offices.  The  provisions of Section 10(a) will not apply to this  Agreement;  neither Party A nor Party B
         have any Offices other than as set forth in the Notices Section.

(d)      Multibranch  Party.  For the purpose of Section 10(c) of the ISDA Form Master  Agreement,  neither Party A
         nor Party B is a Multibranch. Party.

(e)      Calculation Agent. The Calculation Agent is Residential Funding Company, LLC.

(f)      Credit Support Document.

                                    Not Applicable

(g)      Credit Support Provider.

                                    Not Applicable

(h)      Governing  Law.  The  parties to this ISDA  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  provision
                  thereof, other than New York General Obligations Law Sections 5-1401 and 5-1402.

(i)      Non-Petition.  Party A and Party B each hereby  irrevocably  and  unconditionally  agrees that it will not
                  institute against,  or join any other person in instituting  against or cause any other person to
                  institute  against  RASC Series  2007-KS2  Supplemental  Interest  Trust,  Mortgage  Asset-Backed
                  Pass-Through  Certificates,  Series 2007-KS2, or the other party any bankruptcy,  reorganization,
                  arrangement,  insolvency,  or  similar  proceeding  under the laws of the United  States,  or any
                  other  jurisdiction  for the  non-payment  of any amount due  hereunder or any other reason until
                  the  payment  in full of the  Certificates  and the  expiration  of a period of one year plus ten
                  days (or, if longer, the applicable preference period) following such payment.

(j)      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.

(k)      [Intentionally Omitted].

(l)      Waiver of Jury Trial.  Each party to this Agreement  respectively  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.

(m)      Set-Off.  Notwithstanding  any  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.  The  provisions for Set-off set forth in Section 6(e) of the ISDA Form Master
                  Agreement shall not apply for purposes of this Transaction.

(n)      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.

(o)      Supplemental  Interest  Trustee  Liability  Limitations.  It is  expressly  understood  and  agreed by the
                  parties  hereto  that  (a) this  Agreement  is  executed  and  delivered  by U.S.  Bank  National
                  Association,  not  individually  or personally  but solely as  Supplemental  Interest  Trustee of
                  Party A and Party B, in the exercise of the powers and  authority  conferred and vested in it and
                  that U.S.  Bank  National  Association  shall  perform its duties and  obligations  hereunder  in
                  accordance  with the  standard of care set forth in Article  VIII of the  Pooling  and  Servicing
                  Agreement,  (b) each of the representations,  undertakings and agreements herein made on the part
                  of Party A and Party B is made and intended  not as personal  representations,  undertakings  and
                  agreements  by U.S.  Bank  National  Association  but is made and  intended  for the  purpose  of
                  binding  only Party A and Party B, (c) nothing  herein  contained  shall be construed as creating
                  any liability on U.S. Bank  National  Association,  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 U.S.  Bank  National
                  Association  from  performing  its duties and  obligations  hereunder  and under the  Pooling and
                  Servicing  Agreement in accordance with the standard of care set forth therein,  and (d) under no
                  circumstances  shall U.S. Bank National  Association be personally  liable for the payment of any
                  indebtedness  or  expenses  of Party A or Party B or be liable  for the  breach or failure of any
                  obligation,  representation,  warranty or covenant made or undertaken by Party A or Party B under
                  this Agreement or any other related  documents;  provided,  that nothing in this paragraph  shall
                  relieve U.S. Bank National  Association from performing its duties and obligations  hereunder and
                  under the Pooling and  Servicing  Agreement  in  accordance  with the  standard of care set forth
                  herein and therein.

5)       "Affiliate".  Party A and  Party B shall be  deemed  to not  have  any  Affiliates  for  purposes  of this
         Agreement, including for purposes of Section 6(b)(ii).

6)       Section 3 of the ISDA Form 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 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 (ii) it has  consulted  with its own  legal,  regulatory,  tax,
business,  investment,  financial and accounting  advisors to the extent it has deemed  necessary,  and 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.

(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 has been  directed by the Pooling and  Servicing
Agreement to enter into this 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 agent,  fiduciary or advisor for it in respect of the
Transaction.

(5)      Eligible  Contract  Participant.  It is an "eligible swap  participant" as such term is defined in Section
35.1(b)(2)  of the  regulations  (17  C.F.R  35)  promulgated  under,  and it  constitutes  an  "eligible  contract
participant" as such term is defined in Section 1(a)12 of the Commodity Exchange Act, as amended."

7)       Account Details and Settlement Information:

                           PAYMENTS TO PARTY A:
                           Payments to Party A shall be made in the same manner as
                           provided for in the Pooling and Servicing Agreement with
                           respect to the Class A Certificateholders and Class M
                           Certificateholders.
                           PAYMENTS TO PARTY B:
                           Payments to Party B shall be made in the same manner as
                           provided for in the Pooling and Servicing Agreement with
                           respect to the Class SB Certificateholders.

Please sign and return to us a copy of this Agreement.

                                                     Very truly yours,
                                                     U.S. BANK NATIONAL ASSOCIATION, not in its individual
                                                     capacity but solely as supplemental interest trust trustee
                                                     for the benefit of RASC Series 2007-KS2 Supplemental
                                                     Interest Trust, acting on behalf of the Class SB
                                                     Certificateholders




                                                     By:  _________________________________________
                                                              Name:
                                                              Title:



                                                     AGREED AND ACCEPTED AS OF THE TRADE DATE
                                                     U.S. BANK NATIONAL ASSOCIATION, not in its individual
                                                     capacity but solely as supplemental interest trust trustee
                                                     for the benefit of RASC Series 2007-KS2 Supplemental
                                                     Interest Trust, acting on behalf of the Class A
                                                     Certificateholders and Class M Certificateholders



                                                     By:   ________________________________________
                                                              Name:
                                                              Title: