MAINTENANCE AGREEMENT.
ANY TRANSFEREE OF THIS
CERTIFICATE
WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE
OR HOLDING OF THIS
CERTIFICATE
(OR INTEREST
THEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT
PLAN OR OTHER
PLAN OR
ARRANGEMENT
SUBJECT
TO THE
PROHIBITED
TRANSACTION
PROVISIONS
OF THE
EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"),
OR SECTION 4975 OF THE CODE OR A
PERSON
(INCLUDING AN INSURANCE
COMPANY
INVESTING ITS GENERAL ACCOUNT,
AN INVESTMENT
MANAGER,
A NAMED
FIDUCIARY
OR A TRUSTEE
OF ANY SUCH
PLAN) WHO IS USING
"PLAN
ASSETS"
OF ANY SUCH PLAN TO EFFECT
SUCH
ACQUISITION
(EACH
OF THE
FOREGOING,
A
"PLAN
INVESTOR"),
(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
THIS
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
THIS
CERTIFICATE 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
THEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT
SATISFY THE
CONDITIONS
DESCRIBED IN THE PRECEDING
PARAGRAPH,
THEN THE LAST PRECEDING
TRANSFEREE
THAT
EITHER (I) IS NOT A PLAN INVESTOR,
(II) ACQUIRED SUCH
CERTIFICATE IN COMPLIANCE
WITH THE RFC EXEMPTION,
OR (III) 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 INTEREST
THEREIN)
WAS
EFFECTED
IN
VIOLATION
OF THE
RESTRICTIONS
IN SECTION
5.02(E)(II)
OF THE
POOLING AND
SERVICING
AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE DEPOSITOR,
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.
CUSIP: _____________________
Certificate No. M-[__]-__
Date of Pooling and Servicing Agreement: June 1, 2006
Adjustable Pass-Through Rate
Cut-off Date:
June 1, 2006
First Distribution Date:
July 25, 2006
Aggregate Initial Certificate Principal
Balance of the Class M-[_] Certificates:
$___________________________
Master Servicer:
Initial Certificate Principal Balance of this
Residential Funding Corporation
Class M-[_] Certificate:
$___________________________
Final Scheduled Distribution Date: