MANAGER,
A NAMED
FIDUCIARY OR A TRUSTEE OF ANY PLAN, OR ANY
OTHER PERSON,
ACTING,
DIRECTLY OR
INDIRECTLY,
ON BEHALF OF OR PURCHASING
ANY
CERTIFICATE
WITH "PLAN
ASSETS" OF ANY PLAN (A "PLAN
INVESTOR"),
(B) IT 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