**Exhibit 4.3****RESIDENTIAL CAPITAL CORPORATION****SECOND SUPPLEMENTAL INDENTURE**          SECOND SUPPLEMENTAL INDENTURE, dated as of November 21, 2005 (this “Supplemental Indenture”),between RESIDENTIAL CAPITAL CORPORATION, a Delaware corporation (the “Company”), the Guarantors andDEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation duly incorporated and existing underthe laws of the State of New York, as trustee (the “Trustee”).RECITALS          WHEREAS, the Company, the Guarantors and the Trustee have entered into an indenture dated asof June 24, 2005 (as supplemented and in effect from time to time, the “Indenture”);          WHEREAS, pursuant to Section 10.1(d) of the Indenture, the Company, the Guarantors and theTrustee are permitted to enter into indentures supplemental to the Indenture without the consent ofthe Holders of any Securities at the time outstanding for the purpose of correcting any provisioncontained in the Indenture that may be defective, provided that such action does not adverselyaffect the interests of the Holders of any Securities;          WHEREAS, the Company and the Guarantors wish to correct several provisions contained in theIndenture as set forth in this Supplemental Indenture;          WHEREAS, the Company and the Guarantors have requested the Trustee to join with them in theexecution and delivery of this Supplemental Indenture;          WHEREAS, the Company has caused to be delivered to the Trustee an Opinion of Counsel to theeffect that, subject to the assumptions and qualifications contained therein, this SupplementalIndenture complies with the provisions of Article Ten of the Indenture; and          WHEREAS, all the conditions and requirements necessary to make this Supplemental Indenture,when duly executed and delivered, a valid and binding agreement in accordance with its terms andfor the purposes herein expressed, have been performed and fulfilled.          NOW THEREFORE, the Company, the Guarantors and the Trustee hereby agree as follows:ARTICLE IRELATION TO INDENTURE; RULES OF CONSTRUCTION          Section 1.01 RELATION TO INDENTURE. This Supplemental Indenture constitutes anintegral part of the Indenture.          Section 1.02 RULES OF CONSTRUCTION. For all purposes of this Supplemental Indenture:          (a) capitalized terms used herein without definition shall have the meanings specified in theIndenture;

 
     (b) all references herein to Articles and Sections, unless otherwise specified, refer to thecorresponding Articles and Sections of this Supplemental Indenture;     (c) the terms “herein,” “hereof,” “hereunder” and other words of similar import refer to thisSupplemental Indenture; and     (d) in the event of a conflict with the definition of terms in the Indenture, the definitionsin this Supplemental Indenture shall control.ARTICLE IIAMENDMENTS     Section 2.01 AMENDMENTS. The Indenture is hereby amended as follows:     (a) Section 7.06 of the Indenture is hereby amended and restated in its entirety to read asfollows:     *“Compensation and Expenses of Trustee*. The Company covenants and agrees to pay to the Trusteefrom time to time, and the Trustee shall be entitled to, reasonable compensation, and, except asotherwise expressly provided the Company will pay or reimburse the Trustee upon its request for allreasonable expenses, disbursements and advances incurred or made by the Trustee in accordance withany of the provisions of this Indenture (including the reasonable compensation, expenses anddisbursements of its counsel and of all Persons not regularly in its employ) except any suchexpense, disbursement or advance as may arise from its negligence or bad faith. If any propertyother than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and tothe extent authorized by a receivership or bankruptcy court of competent jurisdiction or by thesupplemental instrument subjecting such property to such lien, shall be entitled to make advancesfor the purpose of preserving such property or of discharging tax liens or other prior liens orencumbrances hereon. The Company also covenants to indemnify the Trustee for, and to hold itharmless against, any loss, liability or reasonable expense incurred without negligence or badfaith on the part of the Trustee, arising out of or in connection with the acceptance oradministration of this trust, including the reasonable costs and expenses of defending itselfagainst any claim of liability in the premises. The obligations of the Company under this Sectionto compensate the Trustee and to pay or reimburse the Trustee for reasonable expenses,disbursements and advances shall constitute additional indebtedness hereunder, and shall survivedischarge of the Indenture, payment in full at maturity of the Securities, and resignation orremoval of the Trustee. Such additional indebtedness shall be secured by a lien prior to that ofthe Securities upon all property and funds held or collected by the Trustee as such, except fundsheld in trust for the benefit of the Holders of particular Securities or Coupons.”     (b) Section 11.01 of the Indenture is hereby amended and restated in its entirety to read asfollows:     *“Company May Consolidate, etc., on Certain Terms*. The Company covenants that it will notmerge or consolidate with any other Corporation or sell, assign, transfer, lease or otherwiseconvey all or substantially all of its property or assets to any Person, unless (i) either
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the Company shall be the continuing Corporation, or the successor Person (if other than theCompany) shall be a Corporation organized and existing under the laws of the United States ofAmerica or a state thereof and such Corporation shall expressly assume the due and punctual paymentof the principal of (and premium, if any), interest, if any, and Additional Amounts, if any, on allthe Securities and any Coupons, according to their tenor, and the due and punctual performance andobservance of all of the covenants and conditions of this Indenture to be performed by the Companyby supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee bysuch Corporation, (ii) each Guarantor shall, by supplemental indenture, confirm that theirGuarantee shall apply to the surviving entity’s obligations under the Securities and thisIndenture, as modified by such supplemental indenture, and confirm the due and punctual performanceof the Guarantee and the covenants of the Guarantor in this Indenture, and (iii) the Company orsuch successor Corporation, as the case may be, shall not, immediately after such merger orconsolidation, or such sale or conveyance, be in default in the performance of any such covenant orcondition.     For purposes of the foregoing, any sale, assignment, transfer, lease or other conveyance ofthe properties and assets of one or more Significant Subsidiaries (other than to the Company oranother Subsidiary of the Company), which, if such assets were owned by the Company, wouldconstitute all or substantially all of the properties and assets of the Company, shall be deemed tobe the transfer of all or substantially all of the properties and assets of the Company.”     (c) Section 12.02 of the Indenture is hereby amended and restated in its entirety to read asfollows:     *“Satisfaction, Discharge and Defeasance of Securities of any Series*. If pursuant to Section2.01 provision is made for the defeasance of Securities of a series, then the provisions of thisSection 12.02 shall be applicable except as otherwise specified as contemplated by Section 2.01 forSecurities of such series. The Company shall cease to be under any obligation to comply with anyterm, provision, condition or covenant of Section 4.07 and 4.08 with respect to the outstandingSecurities of any series or any other term, provision, condition or covenant of the outstandingSecurities of any such Series specified as contemplated by Section 2.01, when                    (1) either     (A) with respect to all outstanding Securities of such series, the Company hasdeposited or caused to be deposited with the Trustee:     (i) as trust funds in trust (in such currency in which such outstandingSecurities and any related Coupons are then specified as payable at statedmaturity) in an amount as will be; or     (ii) as obligations in trust direct noncallable obligations of, ornoncallable obligations the payment of principal of and interest on which isfully guaranteed by, the United States of America (or, in the case ofSecurities payable in a currency other than the U.S. Dollars, by thegovernment that issued such currency), or to the payment of whichobligations or guarantees the full faith and credit of the United States of
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America (or, in the case of Securities payable in a currency other thanthe U.S. Dollars, by the government that issued such currency) is pledged,maturing as to principal and interest in such amounts and at such times aswill, together with the income to accrue thereon (but without reinvestingany proceeds thereof), be; or     (iii) a combination of (i) and (ii);sufficient to pay and discharge the entire indebtedness on all outstandingSecurities of such series for principal (and premium, if any), interest, if any, andAdditional Amounts, if any, to the stated maturity or any redemption date ascontemplated by the last paragraph of this Section 12.02, as the case may be, ininstallments on the dates such principal (and premium, if any), interest, if any,and Additional Amounts, if any, shall be due; or     (B) the Company has properly fulfilled such other terms and conditions to thesatisfaction and discharge as is specified, as contemplated by Section 2.01, asapplicable to the Securities of such series, and     (2) the Company has paid or caused to be paid all other sums payable with respect tothe outstanding Securities of such series, and     (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion ofCounsel, each stating that all conditions precedent herein provided for relating to thesatisfaction and discharge of the entire indebtedness on all outstanding Securities of anysuch series have been complied with.     Notwithstanding the discharge and defeasance of any term, provision, condition or covenant setforth in Section 4.07 and 4.08 with respect to the Securities of a series or any term, provision,condition or covenant of the Securities of a series specified as contemplated by Section 2.01 withrespect to the Securities of a series at the time outstanding, all other obligations of the Companyin this Indenture, including without limitation, the Company’s primary liability for the payment ofthe principal (premium, if any), interest, if any, and Additional Amounts, if any, on allSecurities of such series shall survive until the payment of all such principal (premium, if any),interest, if any, and Additional Amounts, if any, has been made, unless the Company has deliveredto the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there hasbeen published by, the Internal Revenue Service a ruling or (ii) since the date of execution ofthis Indenture, there has been a change in the applicable Federal income tax law, in either case tothe effect that, and based thereon such opinion shall confirm that, the holders of the outstandingSecurities and any related Coupons will not recognize income, gain or loss for Federal income taxpurposes as a result of such deposit, defeasance and discharge and will be subject to Federalincome tax on the same amounts and in the same manner and at the same times, as would have been thecase if such deposit, defeasance and discharge had not occurred. Upon delivery of such opinion andsatisfaction of the other conditions in this Section 12.02, the Company shall be deemed to havepaid and discharged the entire indebtedness of all outstanding Securities of such series (and theTrustee shall execute proper instruments acknowledging satisfaction and discharge of suchindebtedness), except (i) rights of registration
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of transfer and exchange in accordance with Section 2.05, and (ii) substitution of mutilated,destroyed, lost or stolen Securities in accordance with Section 2.07.     Any deposits with the Trustee referred to in Section 12.02(1)(A) above shall be irrevocableand shall be made under the terms of an escrow trust agreement in form and substance satisfactoryto the Trustee. If any outstanding Securities of such series are to be redeemed prior to theirstated maturity, whether pursuant to any optional redemption provisions or in accordance with anymandatory sinking fund requirement or otherwise, the applicable escrow trust agreement shallprovide therefor and the Company shall make such arrangements as are satisfactory to the Trusteefor the giving of notice of redemption by the Trustee in the name, and at the expense, of theCompany.”ARTICLE IIIMISCELLANEOUS PROVISIONS          Section 3.01 RATIFICATION. The Indenture, as supplemented and amended by thisSupplemental Indenture, is in all respects hereby adopted, ratified and confirmed.          Section 3.02 COUNTERPARTS. This Supplemental Indenture may be executed in any numberof counterparts, each of which when so executed shall be deemed an original, and all suchcounterparts shall together constitute but one and the same instrument.          Section 3.03 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.[Signature page follows]
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     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to beduly executed as of the day and year first above written.       RESIDENTIAL CAPITAL CORPORATION       By: /s/ Louise M. Herrle       Name: Louise M. Herrle  Title: Treasurer       GMAC RESIDENTIAL HOLDING CORP.,as Guarantor       By: /s/ David M. Bricker       Name: David M. Bricker  Title: Senior Vice President andChief Financial Officer       GMAC MORTGAGE CORPORATION,as Guarantor       By: /s/ David M. Bricker       Name: David M. Bricker  Title: Senior Vice President andChief Financial Officer       GMAC-RFC HOLDING CORP.**,**as Guarantor       By: /s/ Bruce J. Paradis       Name: Bruce J. Paradis  Title: President
 

 
       RESIDENTIAL FUNDING CORPORATION**,**as Guarantor       By: /s/ Bruce J. Paradis       Name: