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 of
[conventional
one- to four-family
fixed interest rate