144A UNDER THE SECURITIES ACT TO A PERSON WHOM THE SELLER
REASONABLY
BELIEVES IS A QUALIFIED
INSTITUTIONAL
BUYER AS DEFINED IN RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER, WHOM THE SELLER HAS INFORMED,
IN EACH CASE, THAT THE REOFFER,
RESALE,
PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
PROVIDED THAT SUCH
PURCHASER
DELIVERS
ALL DOCUMENTS AND
CERTIFICATIONS
AS THE TRUSTEE MAY
REASONABLY
REQUIRE;
(B) TO A NON U.S.
PERSON
OUTSIDE THE
UNITED
STATES
IN
COMPLIANCE
WITH
RULE 903 OR 904 OF
REGULATION
S UNDER
THE
SECURITIES
ACT;
OR (C) TO THE
DEPOSITOR OR MASTER SERVICER OR THEIR
AFFILIATES,
IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE
SECURITIES LAW
OF ANY STATE OF THE UNITED
STATES
AND ANY OTHER
JURISDICTION.
THE
HOLDER
HEREOF,
BY ITS
ACCEPTANCE
OF THIS
CERTIFICATE,
REPRESENTS,
ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER,
RESELL,
PLEDGE OR OTHERWISE TRANSFER
THIS
CERTIFICATE
EXCEPT TO A NON-U.S.
PERSON OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S] [THAT IT
IS AN
"ACCREDITED
INVESTOR"
AS DEFINED IN RULE
501(A)(1)
OF
REGULATION D OF THE
SECURITIES
ACT OF 1933,
AS
AMENDED.
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)(ii) 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.
[FOR
TEMPORARY
REGULATION S ONLY:
THIS
CERTIFICATE
IS A TEMPORARY
REGULATION
S GLOBAL
CERTIFICATE,
WITHOUT
COUPONS,
EXCHANGEABLE
FOR A PERMANENT
REGULATION S GLOBAL
CERTIFICATE ONLY AS DESCRIBED IN THE POOLING
AND
SERVICING
AGREEMENT.
THE
RIGHTS
ATTACHING
TO THIS
TEMPORARY
REGULATION
S GLOBAL
CERTIFICATE,
AND THE
CONDITIONS
AND
PROCEDURES
GOVERNING
ITS
EXCHANGE
FOR A
PERMANENT
REGULATION
S GLOBAL
CERTIFICATE,
ARE AS
SPECIFIED IN THE POOLING AND SERVICING AGREEMENT.]
CUSIP: [________________]
Certificate No. B-1
Date of Pooling and Servicing Agreement: [_______ __,
Adjustable Pass-Through Rate
__]Cut-off Date:
[_______ __, __]
First Distribution Date:
[_______ __, __]
Aggregate Initial Certificate Principal
Balance of the Class B Certificates:
$[_______.__]
Master Servicer:
Initial Certificate Principal Balance of this Class B
Residential Funding Corporation
Certificate:
$[_______.__]
Final Scheduled Distribution Date:
[______ ____]
[REGULATION S GLOBAL SECURITY] [RULE 144A GLOBAL CERTIFICATE] [REGULATION S CERTIFICATED SECURITY] [DEFINITIVE]
CLASS B CERTIFICATE
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2006-KS5
evidencing
a
percentage
interest
in
the
distributions
allocable
to
the
[Regulation S Global
Security]
[Rule 144a Global
Certificate]
[Regulation S
Certificated
Security]
[Definitive]
Class B
Certificates
with respect to a
Trust Fund
consisting
primarily
of a pool of fixed and
adjustable
interest
rate,
first and junior lien mortgage loans on one- to four-family
residential
properties sold by RESIDENTIAL ASSET SECURITIES CORPORATION
This
Certificate
is
payable
solely
from the
assets
of the Trust
Fund,
and does not
represent
an
obligation of or interest in Residential