ACQUIRING
THIS
CERTIFICATE
OUTSIDE THE UNITED STATES (A
"REGULATION S PURCHASER");
(II) IT
UNDERSTANDS THAT THIS CERTIFICATE IS BEING TRANSFERRED TO
IT IN A
TRANSACTION
NOT INVOLVING
ANY PUBLIC
OFFERING
WITHIN THE MEANING OF THE 1933 ACT,
AND
THAT,
IF IN THE
FUTURE
IT
DECIDES
TO
RESELL,
PLEDGE
OR
OTHERWISE
TRANSFER
THIS
CERTIFICATE,
THIS
CERTIFICATE MAY BE RESOLD,
PLEDGED OR TRANSFERRED ONLY IN ACCORDANCE WITH
APPLICABLE
STATE
SECURITIES LAWS AND (A) IN A TRANSACTION
MEETING THE
REQUIREMENTS OF RULE
144A,
TO A PERSON THAT THE SELLER
REASONABLY
BELIEVES IS A
QUALIFIED
INSTITUTIONAL
BUYER
THAT
PURCHASES
FOR
ITS
OWN
ACCOUNT
(OR
FOR
THE
ACCOUNT
OR
ACCOUNTS
OF A
QUALIFIED
INSTITUTIONAL
BUYER)
AND TO WHOM
NOTICE IS GIVEN THAT THE
RESALE,
PLEDGE OR
TRANSFER
IS
BEING MADE IN RELIANCE ON RULE 144A,
OR (B) IN AN OFFSHORE
TRANSACTION
IN
ACCORDANCE
WITH
RULE 903 OR RULE 904 OF
REGULATION
S; AND
(III) IF
THE HOLDER IS A REGULATION S PURCHASER,
IT UNDERSTANDS
THAT THIS
CERTIFICATE HAS NOT AND WILL NOT BE REGISTERED
UNDER THE 1933 ACT,
THAT ANY OFFERS,
SALES OR
DELIVERIES
OF THIS
CERTIFICATE
IN THE UNITED
STATES OR TO U.S.
PERSONS
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE CLOSING
DATE MAY
CONSTITUTE A VIOLATION
OF UNITED
STATES LAW,
AND THAT
DISTRIBUTIONS
OF
PRINCIPAL
AND
INTEREST
WILL BE MADE IN
RESPECT OF SUCH
CERTIFICATES
ONLY FOLLOWING THE DELIVERY BY THE HOLDER OF A CERTIFICATION OF
NON-U.S.
BENEFICIAL
OWNERSHIP OR THE EXCHANGE OF BENEFICIAL INTEREST IN TEMPORARY REGULATION
S GLOBAL OFFERED
CERTIFICATES FOR BENEFICIAL
INTERESTS IN THE RELATED PERMANENT REGULATION S
GLOBAL
OFFERED
CERTIFICATES
(WHICH IN EACH
CASE WILL
ITSELF
REQUIRE A
CERTIFICATION
OF
NON-U.S. BENEFICIAL OWNERSHIP), AT THE TIMES AND IN THE MANNER SET FORTH IN THE AGREEMENT.
THE HOLDER OF THIS CERTIFICATE DESIRING TO EFFECT ANY TRANSFER,
SALE, PLEDGE OR OTHER
DISPOSITION
SHALL,
AND BY ACCEPTANCE OF THIS
CERTIFICATE
WILL BE DEEMED TO HAVE AGREED TO,
INDEMNIFY
THE TRUSTEE,
THE
DEPOSITOR,
THE MASTER
SERVICER AND THE
CERTIFICATE
REGISTRAR
AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER,
SALE,
PLEDGE OR OTHER
DISPOSITION IS
NOT SO
EXEMPT
OR IS NOT
MADE IN
ACCORDANCE
WITH
SUCH
FEDERAL
AND
STATE
LAWS
AND THE
AGREEMENT.
CUSIP: _____________________
Certificate No. [B/SB/P]-1
Date of Pooling and Servicing Agreement
Percentage Interest: [__]%
and Cut-off Date:
December 1, 2006
First Distribution Date:
January 25, 2007
Aggregate Initial Principal Balance
of the Class [B/SB/P] Certificates:
$___________________________
Master Servicer:
Initial Principal Balance
Residential Funding Company, LLC
of this Class [B/SB/P] Certificate:
$___________________________
Maturity Date:
__________ __, 20__
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2006-QO10
evidencing a percentage interest in the distributions allocable
to the Class [B/SB/P] Certificates with respect to a Trust Fund
consisting primarily of a pool of fixed and adjustable interest
rate, first lien mortgage loans
mortgage loans on one- to
four-family residential properties 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