RESPECTIVELY,
IN SECTIONS
860G AND 860D OF THE INTERNAL
REVENUE
CODE OF 1986
COUPLED
WITH THE RIGHT TO RECEIVE
PAYMENTS
UNDER THE
SWAP AGREEMENT.
THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED
BY THE
PRINCIPAL
PAYMENTS
HEREON
AND
REALIZED
LOSSES
ALLOCABLE
HERETO.
ACCORDINGLY,
FOLLOWING
THE
INITIAL
ISSUANCE
OF
THE
CERTIFICATES,
THE
CERTIFICATE
PRINCIPAL
BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE
DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"),
TO THE TRUSTEE
OR ITS AGENT FOR
REGISTRATION
OF
TRANSFER,
EXCHANGE,
OR PAYMENT,
AND ANY
CERTIFICATE
ISSUED IS
REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE
OF DTC (AND ANY PAYMENT
IS
MADE
TO
CEDE
& CO.
OR TO
SUCH
OTHER
ENTITY
AS IS
REQUESTED
BY AN
AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF
FOR
VALUE OR
OTHERWISE
BY OR TO ANY
PERSON
IS
WRONGFUL
INASMUCH
AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF THIS
CERTIFICATE
WILL BE DEEMED TO HAVE
REPRESENTED
THAT AS OF ANY DATE PRIOR TO THE TERMINATION OF THE SWAP AGREEMENT,
EITHER IT
IS NOT A PLAN INVESTOR OR AT LEAST ONE OF U.S.
DEPARTMENT OF LABOR PROHIBITED
TRANSACTION
CLASS
EXEMPTIONS
84-14,
90-1,
91-38,
95-60,
96-23
OR OTHER
APPLICABLE
EXEMPTION
APPLIES TO SUCH HOLDER'S RIGHT TO RECEIVE PAYMENTS FROM
THE SUPPLEMENTAL INTEREST TRUST.
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 SATISFIES SUCH CONDITIONS
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) 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. A-[__]-__
Date of Pooling and Servicing Agreement
[Adjustable Pass-Through Rate]
and Cut-off Date:
October 27, 2006
First Distribution Date:
November 27,
Aggregate Initial Certificate Principal
2006
Balance of the Class A-[_]
Certificates:
$___________________________
Master Servicer:
Initial Certificate Principal Balance
Residential Funding Company, LLC
of this Class A-[_] Certificate:
$___________________________
Final Scheduled Distribution Date:
__________ __, 20__
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2006-KS9
evidencing a percentage
interest in the distributions
allocable
to
the
Class A-[_]
Certificates