**Exhibit 10.12**FORM OF NOTENOTE     THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OROTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATIONUNDER THE ACT AND SUCH STATE LAWS, AND WILL NOT GIVE RISE TO A NON-EXEMPT “PROHIBITED TRANSACTION”UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) ASSUMING THAT NOPORTION OF THE LOAN IS FUNDED WITH “PLAN ASSETS” WITHIN THE MEANING OF 29 C.F.R. SECTION2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA THAT WOULD GIVE RISE TO SUCH A NON-EXEMPTPROHIBITED TRANSACTION. BY ACCEPTANCE OF THIS NOTE, THE HOLDER AGREES TO BE BOUND BY ALL THE TERMSOF THE CREDIT AGREEMENT.$750,000,000 February 21, 2008     FOR VALUE RECEIVED, the undersigned, Residential Funding Company, LLC, a Delaware limitedliability company, (the “Company”), subject to the provisions of Section 2.7(e) of theCredit Agreement, promise to pay to the order of [Name of Lender], as Lender (the“Lender”), on the Maturity Date and otherwise in accordance with the terms of (and subjectto the limitations on recourse in) the Credit Agreement (as hereinafter defined), the principal sumofSEVEN HUNDRED FIFTY MILLIONAND 00/100 DOLLARS ($750,000,000 or, if less, the aggregate unpaid principalamount of all Loans shown on the schedule attached hereto (and any continuation thereof) and/or inthe records of the Lender made by any such Lender pursuant to that certain Credit Agreement, datedas of February 21, 2008 (as it may be amended, restated, supplemented and/or otherwise modifiedfrom time to time, the “Credit Agreement”), among the Company, the financial institutionsfrom time to time party thereto, as Lenders, and GMAC LLC, as agent (the “Agent”). Unlessotherwise defined, capitalized terms used herein have the meanings provided in the CreditAgreement.     The Company also promise to pay interest on the unpaid principal amount hereof from time totime outstanding from the date hereof until maturity (whether by acceleration orotherwise) and, after maturity, until paid, at the rates per annum and on the dates specifiedin the Credit Agreement.     Payments of both principal and interest are to be made in lawful money of the United States ofAmerica in same day or immediately available funds to the account designated by the Lender pursuantto the Credit Agreement.
 

 
     This Note is one of the Notes referred to in, is subject to the terms and provisions of, andevidences indebtedness incurred under, the Credit Agreement, and the holder hereof is entitled tothe benefits of the Credit Agreement and the Pledge Agreement, to which reference is made for adescription of the security for this Note and for a statement of the terms and conditions on whichthe Company are permitted and required to make prepayments and repayments of principal of theindebtedness evidenced by this Note and on which such indebtedness may be declared to beimmediately due and payable.     All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentmentfor payment, demand, protest and notice of dishonor.     As provided in the Credit Agreement and subject to certain limitations therein set forth, thetransfer of this Note is registrable in the Register, upon surrender of this Note for registrationof transfer at the office or agency of the Agent maintained by the Agent for that purpose, dulyendorsed by, or accompanied by a written instrument of transfer in the form satisfactory to theAgent duly executed by, the holder hereof or his attorney duly authorized in writing, and thereuponone or more new Notes, of authorized denominations and for the same aggregate principal amount,will be issued to the designated transferee or transferees.     The Notes are issuable only in registered form without coupons in minimum denominations of$5,000,000.00, unless each of the Company and the Agent otherwise consent. As provided in theCredit Agreement and subject to certain limitations therein set forth, Notes are exchangeable for alike aggregate principal amount of Notes of a different authorized denomination, as requested bythe holder surrendering the same.     No service charge shall be made for any such registration of transfer or exchange, but theCompany may require payment of a sum sufficient to cover any tax or other governmental chargepayable in connection therewith.     The Company and the Agent and any agent of the Company or the Agent may treat the Person inwhose name this Note is registered as the owner hereof for all purposes, whether or not this Notemay be overdue, and neither the Company, the Agent nor any such agent shall be affected by noticeto the contrary.**[Remainder of Page Intentionally Left Blank.]**
 

 
     THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THESTATE OF NEW YORK INCLUDING GENERAL OBLIGATIONS LAW 5-1401 BUT OTHERWISE WITHOUT REGARD TO ANYOTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.      RESIDENTIAL FUNDING COMPANY, LLC