DATE AFTER THE TERMINATION OF THE SWAP AGREEMENT,
ANY TRANSFEREE OF
A CLASS A
CERTIFICATE
WILL BE
DEEMED TO HAVE
REPRESENTED
BY VIRTUE OF ITS
PURCHASE OR HOLDING OF SUCH
CERTIFICATE (OR ANY INTEREST
HEREIN) THAT EITHER
(A) SUCH TRANSFEREE IS NOT A PLAN OR A PLAN INVESTOR,
(B) IT HAS ACQUIRED AND
IS
HOLDING
SUCH
CERTIFICATE
IN
RELIANCE
ON
U.S.
DEPARTMENT
OF
LABOR
PROHIBITED
TRANSACTION EXEMPTION ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29,
1994),
AS
MOST
RECENTLY
AMENDED
BY
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 OR MOODY'S OR (C)
(I) THE
TRANSFEREE IS AN INSURANCE COMPANY,
(II) THE SOURCE OF FUNDS USED TO PURCHASE
OR HOLD SUCH
CERTIFICATE
(OR ANY INTEREST
HEREIN) IS AN "INSURANCE
COMPANY
GENERAL
ACCOUNT" (AS DEFINED IN
U.S. DEPARTMENT
OF LABOR 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 IN VIOLATION
OF THE
PROVISIONS OF THE PRECEDING TWO
PARAGRAPHS,
THEN THE LAST
PRECEDING
TRANSFEREE
THAT EITHER
(A) IS NOT A PLAN OR A PLAN
INVESTOR,
(B) AFTER THE
TERMINATION
OF THE SWAP
AGREEMENT,
ACQUIRED THIS
CERTIFICATE IN COMPLIANCE
WITH THE RFC
EXEMPTION
OR
(C) 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
ANY
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 DEPOSITOR,
THE TRUSTEE,
THE MASTER SERVICER,
ANY
SUBSERVICER,
ANY UNDERWRITER 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.
Class [A-__] Senior
Certificate No. __
Date of Pooling and Servicing
[Adjustable]
[Variable]
Pass-Through
Agreement and Cut-off Date:
Rate
October 30, 2006
Percentage Interest: ___%
First Distribution Date:
Aggregate
Initial
Certificate
November [__], 2006
Principal
Balance of the Class [A-__]
Master Servicer:
Certificates: $___________
Residential Funding Company, LLC
Final Scheduled Distribution Date:
Initial Certificate Principal
_________ __, 20__
Balance
of
this
Class
[A-__]
Certificate:
$___________
Maturity Date:
_________ __, 20__
CUSIP ________
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2006-RS6
evidencing a percentage
interest in the distributions
allocable
to
the
Class
[A-__]
Certificates
with
respect
to a Trust
Fund
consisting
primarily
of a
pool of
conventional
one- to
four-family
fixed and
adjustable
interest
rate first