IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE.
ANY
TRANSFEREE
OF THIS
CERTIFICATE
WILL BE DEEMED TO HAVE
REPRESENTED
BY VIRTUE OF ITS
PURCHASE
OR
HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT AN INVESTMENT
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