INTEREST HEREIN.
ANY TRANSFEREE OF THIS
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 EMPLOYEE
BENEFIT PLAN OR
OTHER PLAN SUBJECT TO THE
PROHIBITED
TRANSACTION
PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
OR SECTION 4975
OF THE CODE (EACH, A "PLAN"),
OR ANY PERSON (INCLUDING,
WITHOUT
LIMITATION,
AN
INVESTMENT
MANAGER,
A NAMED
FIDUCIARY OR A TRUSTEE OF ANY
PLAN) WHO IS
USING
PLAN
ASSETS,
WITHIN
THE
MEANING
OF THE
U.S.
DEPARTMENT
OF LABOR
REGULATION
PROMULGATED
AT 29 C.F.R.ss.
2510.3-101,
AS
MODIFIED BY SECTION
3(42)
OF
ERISA,
OF ANY
PLAN
(EACH,
A
"PLAN
INVESTOR") TO
EFFECT
SUCH
ACQUISITION,
(B) IT HAS ACQUIRED AND IS HOLDING THIS
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
"BBB-" (OR ITS
EQUIVALENT) BY
STANDARD & POOR'S,
FITCH OR MOODY'S OR (C)(I) THE
TRANSFEREE IS AN INSURANCE
COMPANY,
(II) THE
SOURCE OF FUNDS USED TO
PURCHASE
OR HOLD THE
CERTIFICATE
(OR ANY
INTEREST
HEREIN) IS
AN
"INSURANCE
COMPANY
GENERAL
ACCOUNT"
(AS
DEFINED
IN
U.S.
DEPARTMENT OF LABOR PROHIBITED
TRANSACTION
CLASS EXEMPTION
("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
PARAGRAPH,
THEN
THE
LAST
PRECEDING
TRANSFEREE
THAT
EITHER
(A) IS
NOT A PLAN
OR A
PLAN
INVESTOR,
(B) ACQUIRED
SUCH
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 COMPANY,
THE TRUSTEE,
THE MASTER
SERVICER,
ANY SUBSERVICER,
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. [____]
Class [M-___] Subordinate
Date of Pooling and Servicing Agreement Principal Balance of the Class M
and Cut-off Date:
Certificates: $_______________
[______________]
First Distribution Date:
Initial Certificate Principal Balance
[______________]
of this Certificate:
$[______________]
Master Servicer:
Residential Funding Company, LLC