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, 59 FED. REG. 14674 (MARCH 29,
1994),
AS AMENDED BY PTE 97-34,
62 FED.
REG.
39021 (JULY 21, 1997),
PTE 2000-58,
65 FED.
REG.
67765
(NOVEMBER 13, 2000) AND 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 AND (II) IT IS AN
"ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(A)(1) OF REGULATION D
OF THE
SECURITIES
ACT OF
1933,
AS
AMENDED,
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 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. 1
Pass-Through Rate: Variable
Class M-[__] Subordinate
Aggregate Certificate Principal Balance
Date of Pooling and Servicing Agreement:
of the Class M-[__] Certificates:
March 30, 2006
$
]
Cut-off Date:
Initial Certificate Principal Balance
of
March 1, 2006
this Certificate:
$
First Distribution Date:
CUSIP:
__ _
April 19, 2006
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
May 19, 2036
GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-AR2
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 one-
to
four-family
hybrid
adjustable
rate
first
mortgage
loans
formed
and
sold
by
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This
Certificate is