CERTIFICATE
AND THE RIGHT TO RECEIVE
(AND ITS RECEIPT
OF)
PAYMENTS
FROM THE
SUPPLEMENTAL
INTEREST
TRUST ARE
ELIGIBLE FOR EXEMPTIVE
RELIEF
AVAILABLE UNDER AT LEAST ONE OF PROHIBITED
TRANSACTION
CLASS
EXEMPTION
("PTCE")
84-14,
PTCE
90-1,
PTCE
91-38,
PTCE
95-60 OR PTCE
96-23
OR OTHER
APPLICABLE
EXEMPTION,
INCLUDING
SECTION
408(b)(17) OF ERISA.
AS OF ANY DATE AFTER THE TERMINATION OF THE SWAP AGREEMENT,
ANY TRANSFEREE OF A CLASS A CERTIFICATE
WILL
BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF SUCH
CERTIFICATE
(OR ANY INTEREST
HEREIN)
THAT
EITHER (A) SUCH
TRANSFEREE
IS NOT AN ERISA
PLAN OR AN ERISA
PLAN
INVESTOR,
(B) IT HAS
ACQUIRED
AND IS
HOLDING SUCH CERTIFICATE IN RELIANCE ON U.S.
DEPARTMENT OF LABOR PROHIBITED
TRANSACTION
EXEMPTION ("PTE") 94-29,
59 FED.
REG.
14674 (MARCH 29,
1994),
AS MOST RECENTLY
AMENDED BY PTE 2002-41,
67 FED. REG.
54487 (AUGUST 22,
2002) (THE "RFC EXEMPTION"),
AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN
CONDITIONS TO THE AVAILABILITY OF THE
RFC EXEMPTION
INCLUDING THAT SUCH
CERTIFICATE
MUST BE RATED,
AT THE TIME OF PURCHASE,
NOT LOWER THAN "AA-" (OR
ITS
EQUIVALENT)
BY
STANDARD & POOR'S OR MOODY'S OR (C) (I) THE
TRANSFEREE
IS AN
INSURANCE
COMPANY,
(II) THE
SOURCE OF FUNDS USED TO
PURCHASE
OR HOLD SUCH
CERTIFICATE
(OR ANY
INTEREST
HEREIN) IS AN
"INSURANCE
COMPANY
GENERAL
ACCOUNT"
(AS DEFINED IN U.S.
DEPARTMENT
OF LABOR PTCE
95-60),
AND (III) THE
CONDITIONS
SET FORTH IN
SECTIONS I AND III OF PTCE 95-60 HAVE BEEN
SATISFIED
(EACH
ENTITY THAT
SATISFIES
THIS CLAUSE (C), A "COMPLYING
INSURANCE COMPANY").
IF THIS
CERTIFICATE
(OR ANY INTEREST
HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE
PROVISIONS OF THE
PRECEDING
TWO
PARAGRAPHS,
THEN THE LAST
PRECEDING
TRANSFEREE
THAT EITHER (A) IS NOT AN ERISA PLAN OR AN ERISA
PLAN INVESTOR,
(B) AFTER THE TERMINATION OF THE SWAP AGREEMENT,
ACQUIRED THIS
CERTIFICATE IN COMPLIANCE WITH THE
RFC EXEMPTION OR (C) IS A COMPLYING
INSURANCE
COMPANY SHALL BE RESTORED,
TO THE EXTENT
PERMITTED BY LAW, TO ALL
RIGHTS
AND
OBLIGATIONS
AS
CERTIFICATE
OWNER
THEREOF
RETROACTIVE
TO
THE
DATE
OF
SUCH
TRANSFER
OF
THIS
CERTIFICATE.
THE
TRUSTEE
SHALL
BE UNDER
NO
LIABILITY
TO ANY
PERSON
FOR
MAKING
ANY
PAYMENTS
DUE ON THIS
CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY
PURPORTED
CERTIFICATE
OWNER
WHOSE
ACQUISITION
OR HOLDING OF THIS
CERTIFICATE
(OR ANY
INTEREST
HEREIN) WAS EFFECTED IN VIOLATION OF THE
RESTRICTIONS
IN SECTION
5.02(e) OF THE POOLING AND SERVICING
AGREEMENT
SHALL
INDEMNIFY
AND HOLD
HARMLESS
THE
DEPOSITOR,
THE
TRUSTEE,
THE MASTER
SERVICER,
ANY
SUBSERVICER,
ANY
UNDERWRITER
AND THE TRUST FUND FROM AND AGAINST ANY AND ALL
LIABILITIES,
CLAIMS,
COSTS OR EXPENSES
INCURRED BY
SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
Certificate No. [____]
[____]% Adjustable Pass-Through Rate
Class [A-___] Senior
Percentage Interest: ____%
Date of Pooling and Servicing Agreement
Aggregate Initial Certificate Principal Balance of the
and Cut-off Date:
Class [A-___] Certificates: $[_______]
November 1, 2006
First Distribution Date:
Initial Certificate Principal Balance of this
December 26, 2006
Certificate:
$[______________]
Master Servicer:
Residential Funding Company,