HAS
ACQUIRED
AND IS
HOLDING
SUCH
CERTIFICATE
IN
RELIANCE ON PROHIBITED
TRANSACTION
EXEMPTION
("PTE")
94-29,
AS MOST RECENTLY
AMENDED,
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 TO BE USED BY IT TO
PURCHASE
THE
CERTIFICATE
IS AN
"INSURANCE
COMPANY
GENERAL ACCOUNT" (WITHIN THE MEANING OF 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 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
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.
[______]% Pass-Through Rate
Class M-
Subordinate
Aggregate Certificate
Principal Balance
Date of Pooling and Servicing
of the Class M Certificates:
Agreement and Cut-off Date:
$_______________________
___________ 1, ____
Initial Certificate Principal
First Distribution Date:
Balance of this Certificate:
_________ 25, ____
$_______________________
Master Servicer:
CUSIP: 76110F-___________
Residential Funding Company, LLC
Assumed Final Distribution Date:
___________ 25, ____
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES ____-___
evidencing a
percentage
interest in any
distributions
allocable to the Class
M-______Certificates
with respect to the Trust Fund
consisting
primarily of a
pool of
[conventional
one- to
four-family
fixed interest rate first mortgage
loans] formed and sold by RESIDENTIAL ACCREDIT LOANS, INC.
This
Certificate
is payable
solely from the assets of the Trust Fund, and does
not represent an obligation
of or interest in
Residential
Accredit
Loans,
Inc.,
the Master
Servicer,
the
Trustee
referred
to
below
or
GMAC
Mortgage
Group,
LLC or
any
of
their
affiliates.
Neither this
Certificate
nor the
underlying
Mortgage
Loans are
guaranteed
or
insured by any governmental
agency or instrumentality
or by Residential
Accredit Loans, Inc.,
the Master Servicer,
the Trustee