**Exhibit 10.12**

**AMENDMENT NO. 5 TO THE**

**LOAN AND SECURITY AGREEMENT**

Dated as of October 3, 2008 

**AMENDMENT NO. 5 TO THE LOAN AND SECURITY AGREEMENT** (this “Amendment”) by and between Residential Funding Company, LLC, a Delaware limited liability company, as borrower (“RFC”), GMAC Mortgage, LLC, aDelaware limited liability company, as borrower (“GMACM” and together with RFC, each a “Borrower” and collectively, the “Borrowers”) and GMAC LLC, a Delaware limited liability company, as lender(the “Lender”). 

**PRELIMINARY STATEMENTS:**

(1) The Borrowers and the Lender have entered into a Loan and Security Agreement dated as of April 18, 2008 (the “Loan and SecurityAgreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Loan and Security Agreement. 

(2) The Borrowers and the Lender have entered into an Amendment No. 1 to the Loan and Security Agreement dated May 21, 2008. 

(3) The Borrowers and the Lender have entered into an Amendment No. 2 to the Loan and Security Agreement dated May 22, 2008. 

(4) The Borrowers and the Lender have entered into an Amendment No. 3 to the Loan and Security Agreement dated June 2, 2008. 

(5) The Borrowers and the Lender have entered into an Amendment No. 4 to the Loan and Security Agreement dated July 25, 2008 

(6) The Borrowers have requested the Lender to amend, and the Lender has agreed to amend, the Loan and Security Agreement on the terms and conditions set forth herein. 

For good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 

SECTION 1. Amendments to the Loan and Security Agreement. The Loan and Security Agreement is, effective as of the date hereof and subject to thesatisfaction of the conditions precedent set forth in Section 2 hereof, hereby amended as follows: 

 

“With respect to each Servicing Contract, it shall, upon the request of the Lender, use its best efforts to obtain from the relevant MBS Trustee, Investors and, if applicable, any bond insurers, a consent to theassignment of the MSRs arising 

 

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thereunder by the Lender to a third party purchaser; provided, however, that the Lender shall not assign any MSRs except upon the occurrence andduring the continuation of an Event of Default. The consents must be acceptable to the Lender in its sole and absolute discretion.” 

 
 (b)Section 7.03(e) is hereby amended and restated in full to read as follows: 
“Adverse Servicing Event. As soon as possible, but in any event within two Business Days, after it becomes aware of any Adverse Servicing Event or any event or circumstance that could be expected to causean Adverse Servicing Event, including the receipt of any notice related to any such event or circumstance, it shall give written notice thereof to the Lender;” 

 
 (c)Section 8.01(m) is hereby amended and restated in full to read as follows: 
“An Adverse Servicing Event shall have occurred and the Lender, in its sole discretion, shall have notified a Borrower in writing that such Adverse Servicing Event shall constitute an Event of Default;”

 
 (d)The following definition is hereby added to Schedule I: 
“‘Adverse Servicing Event’ means (1) the failure of either Borrower to be an approved servicer under any Servicing Contract with respect to which any Eligible Servicing Rights pledged under this Agreement relate,(2) either Borrower fails to service in accordance with any Servicing Contract in any material respect, (3) either Borrower is terminated as servicer with respect to any Eligible Servicing Rights (except if the provisions ofSection 7.01(m)(iii)(a)-(c) are met), or (4) receipt by either Borrower of a notice from any MBS Trustee indicating material breach, default or material non-compliance by such Borrower which the Lender reasonably determines mayentitle such MBS Trustee to terminate such Borrower, which notice has not been rescinded or nullified within five (5) Business Days of its receipt by such Borrower or such lesser time as Lender believes is necessary to protect its interest andprovides such Borrower with written notice thereof, as the case may be.” 

SECTION 2. Consent to Modification of ServicingContracts. The Lender hereby consents to the modification, in the form set forth on Exhibit A hereto, of one or more Servicing Contracts for Mortgage Loans as to which Financial Guaranty Insurance Company is a surety provider, suchconsent to be effective as of the date of such modification. 

SECTION 3. Conditions of Effectiveness. This Amendment shall becomeeffective as of the date first above written when, and only when, the Lender shall have received: 

(a) A copy of this Amendment, dulyexecuted by the parties hereto; 

 

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(b) A copy of the letter agreement attached as Exhibit B hereto relating to that certain LoanAgreement (as amended, the “Senior Loan Agreement”) dated as of June 4, 2008 among Residential Funding Company, LLC and GMAC Mortgage, LLC as borrowers, Residential Capital, LLC, GMAC Residential Holding Company, LLC, GMAC-RFCHolding Company, LLC, Homecomings Financial, LLC, as guarantors, certain other affiliates of the Borrowers party thereto, Wells Fargo Bank, N.A. as first priority collateral agent and GMAC LLC as lender agent and as initial lender, duly executed bythe parties thereto (the “Letter Agreement”); 

(c) $146,681,798 from the amounts currently on deposit in the Sales ProceedsAccount (as defined in the Senior Loan Agreement), as a prepayment on the loans outstanding pursuant to the Senior Credit Agreement, in accordance with the provisions of the Letter Agreement; and 

(d) A certificate signed by a Responsible Officer of each Borrower stating that: 

 
 (i)The representations and warranties contained in Section 5 hereof are correct on and as of the date of such certificate as though made on and as of such date; and
 
 (ii)No event has occurred and is continuing that constitutes a Default. 
SECTION 4. Reaffirmation of Security Interest. Each Borrower hereby reaffirms and hereby grants a lien on the Collateral (as such term is defined in the Loan and Security Agreement) in favor of the Lendersubject to all of the terms set forth in the Loan and Security Agreement, as amended. 

SECTION 5. Representations and Warranties of theBorrower. Each Borrower represents and warrants as follows: 

(a) It is a limited liability company duly organized or formed, validlyexisting and in good standing under the laws of Delaware. 

(b) The execution, delivery and performance by it of this Amendment and the Loanand Security Agreement, as amended hereby, and the consummation of the transactions contemplated hereby and thereby will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice, lapse oftime or both) a default under its organizational documents, or any material indenture, loan agreement, mortgage, deed of trust, or other material agreement or instrument to which it is a party or by which it is otherwise bound, or result in thecreation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, loan agreement, mortgage, deed of trust, or other agreement or instrument, other than this Agreement, or violate any Requirements of Lawapplicable to it of any Governmental Authority having jurisdiction over it or any of its properties if such violation, individually, or in the aggregate, is reasonably likely to have a Material Adverse Effect. 

 

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(c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, anyGovernmental Authority or any other Person is necessary or required in connection with execution, delivery or performance by it of this Amendment or the Loan and Security Agreement, as amended hereby. 

(d) This Amendment has been duly executed and delivered by it. This Amendment and the Loan and Security Agreement, as amended hereby, constitute, itslegal, valid and binding obligations enforceable against it in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement ofcreditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. 

(e) There are no proceedings or investigations pending, or to the best of its knowledge threatened in writing, against it before any court, regulatory body, administrative agency, or other tribunal or governmentalinstrumentality (i) asserting the invalidity of any Facility Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by any Facility Document, or (iii) seeking any determination or ruling that couldreasonably be expected to have a Material Adverse Effect. 

SECTION 6. Reference to and Effect on the Loan Documents. (a) On andafter the effectiveness of this Amendment, each reference in the Loan and Security Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Loan and Security Agreement, and eachreference in the Note and the other Facility Documents to “the Loan and Security Agreement,” “thereunder,” “thereof” or words of like import referring to the Loan and Security Agreement, shall mean and be a reference tothe Loan and Security Agreement, as amended by this Amendment. 

(b) The Loan and Security Agreement, the Guarantee, the Note and the otherFacility Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. 

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, poweror remedy of the Lender under any of Facility Documents, nor constitute a waiver of any provision of any of the Facility Documents. 

SECTION 7. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all ofwhich taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 8. **GOVERNING LAW; SUBMISSION TO JURISDICTION**. **THIS AGREEMENT SHALL BE GOVERNED BY AND**

 

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**CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (BUT WITH REFERENCE TO SECTION 5-1401 OF THENEW YORK OBLIGATION LAW, WHICH BY ITS TERMS APPLIES TO THIS AGREEMENT).**

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respectiveofficers thereunto duly authorized, as of the date first above written. 

 
**GMAC LLC**a Delaware limited liability companyBy: 
/s/ David Walker
Name: David WalkerTitle: Group VP and Treasurer
**RESIDENTIAL CAPITAL, LLC**

a Delawarelimited liability company
By: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Assistant Treasurer
**RESIDENTIAL FUNDING COMPANY, LLC**

aDelaware limited liability company
By: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Assistant Treasurer
**GMAC MORTGAGE, LLC**

a Delaware limitedliability company
By: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Assistant Treasurer
 

S-1 

**EXHIBIT A**

**Form of Servicing Contract Amendment**

 

A-1 

EXECUTION COPY

GMAC MORTGAGE, LLC 

as Servicer, 

GMACM HOME EQUITY LOAN TRUST 2005-HE1, 

asIssuer 

and 

WELLS FARGO BANK,N.A. 

as Indenture Trustee 

AMENDMENT NO. 1 

TO 

SERVICING AGREEMENT 

Dated as of September 23, 2008 

THIS AMENDMENT NO. 1 TO SERVICING AGREEMENT dated as of September 23, 2008 (this“Amendment”), is among GMAC Mortgage, LLC, formerly known as GMAC Mortgage Corporation “GMACM”), in its capacity as servicer (in such capacity, the “Servicer”), the GMACM Home Equity Loan Trust 2005-HE1, as issuer (the“Issuer”), and Wells Fargo Bank, N.A., in its capacity as indenture trustee (the “Indenture Trustee”). Capitalized terms used in this Amendment and not otherwise defined herein will have the meanings assigned to them in theServicing Agreement dated as of March 29, 2005, among the Servicer, the Issuer and the Indenture Trustee (the “Servicing Agreement”). 

WITNESSETH

WHEREAS, the Servicer, the Issuer andthe Indenture Trustee entered into the Servicing Agreement, and the Servicer, the Issuer and the Indenture Trustee desire to amend the Servicing Agreement as set forth herein; 

WHEREAS, a Servicing Default has occurred and is continuing under clause (vii) of the definition thereof; 

WHEREAS, Section 7.01 of the Servicing Agreement provides that, upon the occurrence of a Servicing Default, the Financial Guaranty Insurance Company(the “Enhancer”) may terminate all the rights and obligations of the Servicer as servicer under the Servicing Agreement; 

WHEREAS, in consideration for the Enhancer not exercising its right to terminate immediately GMACM as Servicer as a result of the occurrence of such Servicing Default, the Servicer has agreed to amend the Servicing Agreement as set forthbelow to provide that from and after the date hereof GMACM shall continue to act as Servicer solely on a term basis of two month terms which are renewable at the election and sole discretion of the Enhancer unless and until otherwise terminated asprovided in the Servicing Agreement and subject to the terms of this Amendment; 

WHEREAS, Section 8.01 of the Servicing Agreementprovides that the Servicing Agreement may be amended by the parties thereto provided that any such amendment shall be accompanied by a letter from each Rating Agency to the effect that such amendment will not result in a Rating Event; and providedfurther, that the Enhancer and the Indenture Trustee shall consent to such amendment; 

WHEREAS, each Rating Agency has provided a letter tothe effect that this Amendment No. 1 will not result in a Rating Event, and by executing this Amendment, each of the Enhancer and the Indenture Trustee has provided its consent to this Amendment No. 1; and 

WHEREAS, the execution of this Amendment No. 1 has been duly authorized by the Servicer, the Issuer and the Indenture Trustee; 

NOW, THEREFORE, the Servicer, the Issuer and the Indenture Trustee hereby agree as follows: 

SECTION 1. Amendment. 

(a)Section 7.01 of the Servicing Agreement is hereby amended effective as of the date hereof by adding subsection (c) thereto, as follows: 

(c) If a Servicing Default shall occur, unless and until the Servicer has been removed as provided in clause (a) of this Section 7.01, the Servicer covenants and agrees to act as the Servicer for a term fromthe occurrence of the Servicing Default to October 31, 2008, which term may, at the Enhancer’s sole discretion, be extended by written notice to the Issuer, the Indenture Trustee and the Servicer for successive terms of two(2) calendar months each thereafter (a “Servicing Extension Term”). Any such notice by the Enhancer shall be in writing and shall be sent via Federal Express or certified mail, return receipt requested and also by facsimile or emailto the addresses for the Servicer and the Indenture Trustee set forth in Schedule A attached hereto. Any such notice to the Issuer shall be sent to the address set forth in Section 8.03. The Servicer will, upon the receipt of each such noticeof extension from the Enhancer (a “Servicer Extension Notice”) become bound for the duration of the Servicing Extension Term covered by such Servicer Extension Notice to continue as Servicer subject to and in accordance with this ServicingAgreement. If, as of the twentieth (20th) day prior to the last day of any Servicing Extension Term, the Servicer shall not have received any Servicer Extension Notice from the Enhancer, the Servicer shall, within five (5) days thereafter,give written notice of such non-receipt to the Enhancer. Any such notice by the Servicer shall be in writing and shall be sent via Federal Express or certified mail, return receipt requested and also by telephone, facsimile or email to the addressesfor the Enhancer set forth in Schedule A attached hereto. If no Servicer Extension Notice is received by the Issuer, the Servicer and the Indenture Trustee prior to the last day of the Servicing Extension Term, and provided that no Enhancer Defaulthas occurred and is continuing then all rights and obligations of the Servicer under the Servicing Agreement shall automatically terminate without any action of any party; and the Indenture Trustee or such other servicer appointed by the Enhancer orby the Indenture Trustee with the consent of the Enhancer shall act as successor Servicer as provided in Section 7.02 hereof. If an Enhancer Default has occurred and is continuing on the last day of a Servicer Extension Term, and no ServicingExtension Notice has been given by the Enhancer to extend such Servicing Extension Term, then an automatic termination of the Servicer shall not occur under this Section 7.01(c), and the Servicing Extension Term shall be deemed to have beenextended for so long as an Enhancer Default has occurred and is continuing, and to be further extended to the end of the second month following the month in which all Enhancer Defaults have been cured. Nothing in this Section 7.01(c) shallderogate from or otherwise impair (i) the Enhancer’s right to remove the Servicer pursuant to Section 7.01(a) or any other rights of the Enhancer under this Agreement or (ii) the Servicer’s rights pursuant to Sections 7.01and 7.02 or any other rights of the Servicer under this Agreement. Notwithstanding anything to the contrary set forth herein, the provisions of this Section 7.01(c) shall not apply to Wells Fargo Bank, N.A. (“Wells”) in the event thatWells becomes the successor Servicer. The Servicer and the Enhancer shall notify each other, the Issuer and the Indenture Trustee in writing of any changes to the contact information set forth on Schedule A. Additionally, upon the written request ofGMAC, the Enhancer shall confirm that Schedule A contains accurate 

 

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and up to date information with respect to the name and contact information of current employees of the Enhancer who are responsible for the transactionscontemplated by this Amendment. 

(b) Section 7.02(a) of the Servicing Agreement is hereby amended effective as of the date of theAmendment by adding the phrase “, fails to receive a Servicer Extension Notice as specified in Section 7.01(c)” after the phrase “Section 7.01” in the first sentence of such Section. 

SECTION 2. Effect of Amendment. 

Uponexecution of this Amendment, the Servicing Agreement shall be, and be deemed to be, modified and amended in accordance herewith and the respective rights, limitations, obligations, duties, liabilities and immunities of the parties thereto shallhereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Amendment shall be deemed to be part of the terms and conditions of the Servicing Agreement (asapplicable) for any and all purposes. Except as modified and expressly amended by this Amendment, the Servicing Agreement is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in fullforce and effect. 

SECTION 3. Binding Effect. 

The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto, any Securityholder, the Enhancer and each of their respective successors and assigns. 

SECTION 4. Governing Law. 

ThisAmendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, and theobligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 

SECTION 5. Severability ofProvisions. 

If any one or more of the covenants, agreements, provisions or terms of this Amendment shall be for any reason whatsoeverheld invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the otherprovisions of this Amendment or of the Securities or the rights of the Enhancer, the Securityholders or the Owner Trustee. 

SECTION 6.Section Headings. 

The section headings herein are for convenience of reference only, and shall not limit or otherwise affect themeaning hereof. 

 

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SECTION 7. Counterparts. 

This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the sameinstrument. 

[Signature Pages Follow] 

 

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IN WITNESS WHEREOF, the Servicer, the Issuer and the Indenture Trustee have caused their names to besigned hereto by their respective officers thereunto duly authorized as of the day and year first above written. 

 
GMAC MORTGAGE, LLC, formerly knownas GMAC Mortgage Corporation, as ServicerBy: 
/s/ Patricia C. Taylor
Name: Patricia C. TaylorTitle: Vice PresidentGMACM HOME EQUITY LOAN TRUST 2005-HE1, as IssuerBy: Wilmington Trust Company, not in its individual capacity but solely as Owner TrusteeBy: 
/s/ Roseline K. Maney
Name: Roseline K. ManeyTitle: Vice PresidentWELLS FARGO BANK, N.A., as Indenture TrusteeBy: 
/s/ Darron C. Woodus
Name: Darron C. WoodusTitle: Assistant Vice President

Agreed to and approved this 23rd day of September, 2008 

 
FINANCIAL GUARANTY INSURANCE COMPANY, as EnhancerBy: 
/s/ Ellen Gordon
Name: Title: 

SCHEDULE A 

GMAC MORTGAGE, LLC: (Fed Ex or certified mail) 

Joe Pensabene 

EVP - Chief Servicing Officer 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-K05 

1100 Virginia Drive 

Ft. Washington, PA 19034 

William Maguire 

Director - Investor Reporting 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-C70 

1100 Virginia Drive 

Ft. Washington, PA 19034 

GMAC Mortgage , LLC 

Bond Administration 

Mail code: 190-FTW-C65 

1100 Virginia Dr.

Fort Washington, PA 19034 

Patricia Taylor 

Vice President – Securitization Management 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-A05 

1100 Virginia Drive 

Ft. Washington, PA 19034 

GMAC MORTGAGE, LLC (Email): 

Jeff.Demshock@gmacm.com 

Dennis.Hagerty@gmacm.com 

Kulli.Marotto@gmacm.com 

Tamra.Chase@gmacm.com 

Patty.Taylor@gmacm.com 

WELLS FARGO BANK, N.A.: 

Client Services Manager Corporate Trust Services 

GMACM Home Equity Loan Trust 2005-HE1 

Wells Fargo Bank, N.A. 

9062 Old Annapolis Road 

Columbia, MD 21045-1951 

ph: 410-884-2000 

fax:410-715-2380 

FINANCIAL GUARANTY INSURANCE COMPANY: 

**Individuals Required to Receive Notice under 7.01(c)**: 

Jeffrey Kert

Managing Director, Senior Counsel 

Financial GuarantyInsurance Company 

125 Park Avenue 

New York, NY 10017

Telephone: (212) 312-3203 

Email:Jeffrey.kert@fgic.com

Ellen Gordon 

Managing Director

Financial Guaranty Insurance Company 

125 Park Avenue

New York, NY 10017 

Telephone: (212) 312-2734 

Email: ellen.gordon@fgic.com

Diane Westerback 

Managing Director 

Financial Guaranty Insurance Company 

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3446 

Email: diane.westerback@fgic.com

**Alternate FGIC Contacts (Notice Not Required under 7.01(c)**: 

Marty Joyce 

Managing Director, Senior Counsel 

Financial Guaranty Insurance Company 

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3029 

Email: martin.joyce@fgic.com

Laura Kegg 

Managing Director, Senior Counsel 

Financial Guaranty Insurance Company

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3079 

Email: laura.kegg@fgic.com

EXECUTION COPY

GMAC MORTGAGE, LLC 

as Servicer, 

GMACM HOME EQUITY LOAN TRUST 2006-HE1, 

asIssuer 

and 

THE BANK OF NEWYORK MELLON TRUST COMPANY, N.A., successor to 

THE BANK OF NEW YORK TRUST COMPANY, N.A., successor to 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION 

asIndenture Trustee 

AMENDMENT NO. 1 

TO 

SERVICING AGREEMENT 

Dated as of September 23, 2008 

THIS AMENDMENT NO. 1 TO SERVICING AGREEMENT dated as of September 23, 2008 (this“Amendment”), is among GMAC Mortgage, LLC, formerly known as GMAC Mortgage Corporation “GMACM”), in its capacity as servicer (in such capacity, the “Servicer”), the GMACM Home Equity Loan Trust 2006-HE1, as issuer (the“Issuer”), and The Bank of New York Mellon Trust Company, N.A., successor to The Bank of New York Trust Company, N.A., successor to JPMorgan Chase Bank, National Association, in its capacity as indenture trustee (the “IndentureTrustee”). Capitalized terms used in this Amendment and not otherwise defined herein will have the meanings assigned to them in the Servicing Agreement dated as of March 30, 2006, among the Servicer, the Issuer and the Indenture Trustee(the “Servicing Agreement”). 

WITNESSETH

WHEREAS, the Servicer, the Issuer and the Indenture Trustee entered into the Servicing Agreement, and the Servicer, the Issuer and theIndenture Trustee desire to amend the Servicing Agreement as set forth herein; 

WHEREAS, a Servicing Default has occurred and is continuingunder clause (vii) of the definition thereof; 

WHEREAS, Section 7.01 of the Servicing Agreement provides that, upon theoccurrence of a Servicing Default, the Financial Guaranty Insurance Company (the “Enhancer”) may terminate all the rights and obligations of the Servicer as servicer under the Servicing Agreement; 

WHEREAS, in consideration for the Enhancer not exercising its right to terminate immediately GMACM as Servicer as a result of the occurrence of suchServicing Default, the Servicer has agreed to amend the Servicing Agreement as set forth below to provide that from and after the date hereof GMACM shall continue to act as Servicer solely on a term basis of two month terms which are renewable atthe election and sole discretion of the Enhancer unless and until otherwise terminated as provided in the Servicing Agreement and subject to the terms of this Amendment; 

WHEREAS, Section 8.01 of the Servicing Agreement provides that the Servicing Agreement may be amended by the parties thereto provided that any such amendment shall be accompanied by a letter from each RatingAgency to the effect that such amendment will not result in a Rating Event; and provided further, that the Enhancer and the Indenture Trustee shall consent to such amendment; 

WHEREAS, each Rating Agency has provided a letter to the effect that this Amendment No. 1 will not result in a Rating Event, and by executing thisAmendment, each of the Enhancer and the Indenture Trustee has provided its consent to this Amendment No. 1; and 

WHEREAS, theexecution of this Amendment No. 1 has been duly authorized by the Servicer, the Issuer and the Indenture Trustee; 

NOW, THEREFORE, the Servicer, the Issuer and the Indenture Trustee hereby agree as follows: 

SECTION 1. Amendment. 

(a)Section 7.01 of the Servicing Agreement is hereby amended effective as of the date hereof by adding subsection (c) thereto, as follows: 

(c) If a Servicing Default shall occur, unless and until the Servicer has been removed as provided in clause (a) of this Section 7.01, the Servicer covenants and agrees to act as the Servicer for a term from the occurrence of theServicing Default to October 31, 2008, which term may, at the Enhancer’s sole discretion, be extended by written notice to the Issuer, the Indenture Trustee and the Servicer for successive terms of two (2) calendar months eachthereafter (a “Servicing Extension Term”). Any such notice by the Enhancer shall be in writing and shall be sent via Federal Express or certified mail, return receipt requested and also by facsimile or email to the addresses for theServicer and the Indenture Trustee set forth in Schedule A attached hereto. Any such notice to the Issuer shall be sent to the address set forth in Section 8.03. The Servicer will, upon the receipt of each such notice of extension from theEnhancer (a “Servicer Extension Notice”) become bound for the duration of the Servicing Extension Term covered by such Servicer Extension Notice to continue as Servicer subject to and in accordance with this Servicing Agreement. If, as ofthe twentieth (20th) day prior to the last day of any Servicing Extension Term, the Servicer shall not have received any Servicer Extension Notice from the Enhancer, the Servicer shall, within five (5) days thereafter, give written noticeof such non-receipt to the Enhancer. Any such notice by the Servicer shall be in writing and shall be sent via Federal Express or certified mail, return receipt requested and also by telephone, facsimile or email to the addresses for the Enhancerset forth in Schedule A attached hereto. If no Servicer Extension Notice is received by the Issuer, the Servicer and the Indenture Trustee prior to the last day of the Servicing Extension Term, and provided that no Enhancer Default has occurred andis continuing, then all rights and obligations of the Servicer under the Servicing Agreement shall automatically terminate without any action of any party; and the Indenture Trustee or such other servicer appointed by the Enhancer or by theIndenture Trustee with the consent of the Enhancer shall act as successor Servicer as provided in Section 7.02 hereof. If an Enhancer Default has occurred and is continuing on the last day of a Servicer Extension Term, and no ServicingExtension Notice has been given by the Enhancer to extend such Servicing Extension Term, then an automatic termination of the Servicer shall not occur under this Section 7.01(c), and the Servicing Extension Term shall be deemed to have beenextended for so long as an Enhancer Default has occurred and is continuing, and to be further extended to the end of the second month following the month in which all Enhancer Defaults have been cured. Nothing in this Section 7.01(c) shallderogate from or otherwise impair (i) the Enhancer’s right to remove the Servicer pursuant to Section 7.01(a) or any other rights of the Enhancer under this Agreement or (ii) the Servicer’s rights pursuant to Sections 7.01and 7.02 or any other rights of the Servicer under this Agreement. The Servicer and the Enhancer shall notify each other, the Issuer and the Indenture Trustee in writing of any changes to the contact information set forth on Schedule A.Additionally, upon the written request of GMAC, the Enhancer shall 

 

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confirm that Schedule A contains accurate and up to date information with respect to the name and contact information of current employees of the Enhancerwho are responsible for the transactions contemplated by this Amendment. 

(b) Section 7.02(a) of the Servicing Agreement is herebyamended effective as of the date of the Amendment by adding the phrase “, fails to receive a Servicer Extension Notice as specified in Section 7.01(c)” after the phrase “Section 7.01” in the first sentence of such Section.

SECTION 2. Effect of Amendment. 

Upon execution of this Amendment, the Servicing Agreement shall be, and be deemed to be, modified and amended in accordance herewith and the respective rights, limitations, obligations, duties, liabilities andimmunities of the parties thereto shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Amendment shall be deemed to be part of the terms andconditions of the Servicing Agreement (as applicable) for any and all purposes. Except as modified and expressly amended by this Amendment, the Servicing Agreement is in all respects ratified and confirmed, and all the terms, provisions andconditions thereof shall be and remain in full force and effect. 

SECTION 3. Binding Effect. 

The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto, any Securityholder, the Enhancer and each of theirrespective successors and assigns. 

SECTION 4. Governing Law. 

This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principlesthereof, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 

SECTION 5. Severability of Provisions. 

If any one or more of the covenants, agreements, provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remainingcovenants, agreements, provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other provisions of this Amendment or of the Securities or the rights of the Enhancer, the Securityholders or the OwnerTrustee. 

SECTION 6. Section Headings. 

The section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof. 

 

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SECTION 7. Counterparts. 

This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the sameinstrument. 

[Signature Pages Follow] 

 

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IN WITNESS WHEREOF, the Servicer, the Issuer and the Indenture Trustee have caused their names to besigned hereto by their respective officers thereunto duly authorized as of the day and year first above written. 

 

GMAC MORTGAGE, LLC, formerly known

as GMACMortgage Corporation, as Servicer
By: 
/s/ Patricia C. Taylor
Name: Patricia C. TaylorTitle: Vice PresidentGMACM HOME EQUITY LOAN TRUST 2006-HE1, as IssuerBy: Wilmington Trust Company, not in its individual capacity but solely as Owner TrusteeBy: 
/s/ Roseline K. Maney
Name: Roseline K. ManeyTitle: Vice PresidentTHE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., successor to THE BANK OF NEW YORK TRUST COMPANY, N.A., successor to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Indenture TrusteeBy: 
/s/ Keith Richardson
Name: Keith RichardsonTitle: Vice President

Agreed to and approved this 23rd day of September, 2008 

 

FINANCIAL GUARANTY INSURANCE

COMPANY, asEnhancer
By: 
/s/ Ellen Gordon
Name: Title: 

SCHEDULE A 

GMAC MORTGAGE, LLC: (Fed Ex or certified mail) 

Joe Pensabene 

EVP - Chief Servicing Officer 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-K05 

1100 Virginia Drive 

Ft. Washington, PA 19034 

William Maguire 

Director - Investor Reporting 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-C70 

1100 Virginia Drive 

Ft. Washington, PA 19034 

GMAC Mortgage , LLC 

Bond Administration 

Mail code: 190-FTW-C65 

1100 Virginia Dr.

Fort Washington, PA 19034 

Patricia Taylor 

Vice President – Securitization Management 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-A05 

1100 Virginia Drive 

Ft. Washington, PA 19034 

GMAC MORTGAGE, LLC (Email): 

Jeff.Demshock@gmacm.com 

Dennis.Hagerty@gmacm.com 

Kulli.Marotto@gmacm.com 

Tamra.Chase@gmacm.com 

Patty.Taylor@gmacm.com 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.: 

Keith R. Richardson 

Vice President 

The Bank of New York Mellon Trust Company, N.A. 

2 North LaSalle Street, Suite 1020 

Chicago, IL 60602 

Telephone: (312) 827-8572 

Mobile: (312) 659-4401 

Facsimile: (312) 827-8562/3 

E-Mail: keith.richardson@bnymellon.com

FINANCIAL GUARANTY INSURANCE COMPANY: 

**Individuals Required to Receive Notice under 7.01(c)**: 

Jeffrey Kert

Managing Director, Senior Counsel 

Financial GuarantyInsurance Company 

125 Park Avenue 

New York, NY 10017

Telephone: (212) 312-3203 

Email:Jeffrey.kert@fgic.com

Ellen Gordon 

Managing Director

Financial Guaranty Insurance Company 

125 Park Avenue

New York, NY 10017 

Telephone: (212) 312-2734 

Email: ellen.gordon@fgic.com

Diane Westerback 

Managing Director 

Financial Guaranty Insurance Company 

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3446 

Email: diane.westerback@fgic.com

**Alternate FGIC Contacts (Notice Not Required under 7.01(c)**: 

Marty Joyce 

Managing Director, Senior Counsel 

Financial Guaranty Insurance Company 

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3029 

Email: martin.joyce@fgic.com

Laura Kegg 

Managing Director, Senior Counsel 

Financial Guaranty Insurance Company

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3079 

Email: laura.kegg@fgic.com

EXECUTION COPY

GMAC MORTGAGE, LLC 

as Servicer, 

GMACM HOME EQUITY LOAN TRUST 2006-HE2, 

asIssuer 

and 

THE BANK OF NEWYORK MELLON TRUST COMPANY, N.A., successor to 

THE BANK OF NEW YORK TRUST COMPANY, N.A., successor to 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION 

asIndenture Trustee 

AMENDMENT NO. 1 

TO 

SERVICING AGREEMENT 

Dated as of September 23, 2008 

THIS AMENDMENT NO. 1 TO SERVICING AGREEMENT dated as of September 23rd, 2008 (this“Amendment”), is among GMAC Mortgage, LLC, formerly known as GMAC Mortgage Corporation “GMACM”), in its capacity as servicer (in such capacity, the “Servicer”), the GMACM Home Equity Loan Trust 2006-HE2, as issuer (the“Issuer”), and The Bank of New York Mellon Trust Company, N.A., successor to The Bank of New York Trust Company, N.A., successor to JPMorgan Chase Bank, National Association, in its capacity as indenture trustee (the “IndentureTrustee”). Capitalized terms used in this Amendment and not otherwise defined herein will have the meanings assigned to them in the Servicing Agreement dated as of June 29, 2006, among the Servicer, the Issuer and the Indenture Trustee(the “Servicing Agreement”). 

WITNESSETH

WHEREAS, the Servicer, the Issuer and the Indenture Trustee entered into the Servicing Agreement, and the Servicer, the Issuer and theIndenture Trustee desire to amend the Servicing Agreement as set forth herein; 

WHEREAS, a Servicing Default has occurred and is continuingunder clause (vii) of the definition thereof; 

WHEREAS, Section 7.01 of the Servicing Agreement provides that, upon theoccurrence of a Servicing Default, the Financial Guaranty Insurance Company (the “Enhancer”) may terminate all the rights and obligations of the Servicer as servicer under the Servicing Agreement; 

WHEREAS, in consideration for the Enhancer not exercising its right to terminate immediately GMACM as Servicer as a result of the occurrence of suchServicing Default, the Servicer has agreed to amend the Servicing Agreement as set forth below to provide that from and after the date hereof GMACM shall continue to act as Servicer solely on a term basis of two month terms which are renewable atthe election and sole discretion of the Enhancer unless and until otherwise terminated as provided in the Servicing Agreement and subject to the terms of this Amendment; 

WHEREAS, Section 8.01 of the Servicing Agreement provides that the Servicing Agreement may be amended by the parties thereto provided that any such amendment shall be accompanied by a letter from each RatingAgency to the effect that such amendment will not result in a Rating Event; and provided further, that the Enhancer and the Indenture Trustee shall consent to such amendment; 

WHEREAS, each Rating Agency has provided a letter to the effect that this Amendment No. 1 will not result in a Rating Event, and by executing thisAmendment, each of the Enhancer and the Indenture Trustee has provided its consent to this Amendment No. 1; and 

WHEREAS, theexecution of this Amendment No. 1 has been duly authorized by the Servicer, the Issuer and the Indenture Trustee; 

NOW, THEREFORE, the Servicer, the Issuer and the Indenture Trustee hereby agree as follows: 

SECTION 1. Amendment. 

(a)Section 7.01 of the Servicing Agreement is hereby amended effective as of the date hereof by adding subsection (c) thereto, as follows: 

(c) If a Servicing Default shall occur, unless and until the Servicer has been removed as provided in clause (a) of this Section 7.01, the Servicer covenants and agrees to act as the Servicer for a term from the occurrence of theServicing Default to October 31, 2008, which term may, at the Enhancer’s sole discretion, be extended by written notice to the Issuer, the Indenture Trustee and the Servicer for successive terms of two (2) calendar months eachthereafter (a “Servicing Extension Term”). Any such notice by the Enhancer shall be in writing and shall be sent via Federal Express or certified mail, return receipt requested and also by facsimile or email to the addresses for theServicer and the Indenture Trustee set forth in Schedule A attached hereto. Any such notice to the Issuer shall be sent to the address set forth in Section 8.03. The Servicer will, upon the receipt of each such notice of extension from theEnhancer (a “Servicer Extension Notice”) become bound for the duration of the Servicing Extension Term covered by such Servicer Extension Notice to continue as Servicer subject to and in accordance with this Servicing Agreement. If, as ofthe twentieth (20th) day prior to the last day of any Servicing Extension Term, the Servicer shall not have received any Servicer Extension Notice from the Enhancer, the Servicer shall, within five (5) days thereafter, give written noticeof such non-receipt to the Enhancer. Any such notice by the Servicer shall be in writing and shall be sent via Federal Express or certified mail, return receipt requested and also by telephone, facsimile or email to the addresses for the Enhancerset forth in Schedule A attached hereto. If no Servicer Extension Notice is received by the Issuer, the Servicer and the Indenture Trustee prior to the last day of the Servicing Extension Term, and provided that no Enhancer Default has occurred andis continuing, then all rights and obligations of the Servicer under the Servicing Agreement shall automatically terminate without any action of any party; and the Indenture Trustee or such other servicer appointed by the Enhancer or by theIndenture Trustee with the consent of the Enhancer shall act as successor Servicer as provided in Section 7.02 hereof. If an Enhancer Default has occurred and is continuing on the last day of a Servicer Extension Term, and no ServicingExtension Notice has been given by the Enhancer to extend such Servicing Extension Term, then an automatic termination of the Servicer shall not occur under this Section 7.01(c), and the Servicing Extension Term shall be deemed to have beenextended for so long as an Enhancer Default has occurred and is continuing, and to be further extended to the end of the second month following the month in which all Enhancer Defaults have been cured. Nothing in this Section 7.01(c) shallderogate from or otherwise impair (i) the Enhancer’s right to remove the Servicer pursuant to Section 7.01(a) or any other rights of the Enhancer under this Agreement or (ii) the Servicer’s rights pursuant to Sections 7.01and 7.02 or any other rights of the Servicer under this Agreement. The Servicer and the Enhancer shall notify each other, the Issuer and the Indenture Trustee in writing of any changes to the contact information set forth on Schedule A.Additionally, upon the written request of GMAC, the Enhancer shall 

 

2 

confirm that Schedule A contains accurate and up to date information with respect to the name and contact information of current employees of the Enhancerwho are responsible for the transactions contemplated by this Amendment. 

(b) Section 7.02(a) of the Servicing Agreement is herebyamended effective as of the date of the Amendment by adding the phrase “, fails to receive a Servicer Extension Notice as specified in Section 7.01(c)” after the phrase “Section 7.01” in the first sentence of such Section.

SECTION 2. Effect of Amendment. 

Upon execution of this Amendment, the Servicing Agreement shall be, and be deemed to be, modified and amended in accordance herewith and the respective rights, limitations, obligations, duties, liabilities andimmunities of the parties thereto shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Amendment shall be deemed to be part of the terms andconditions of the Servicing Agreement (as applicable) for any and all purposes. Except as modified and expressly amended by this Amendment, the Servicing Agreement is in all respects ratified and confirmed, and all the terms, provisions andconditions thereof shall be and remain in full force and effect. 

SECTION 3. Binding Effect. 

The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto, any Securityholder, the Enhancer and each of theirrespective successors and assigns. 

SECTION 4. Governing Law. 

This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principlesthereof, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 

SECTION 5. Severability of Provisions. 

If any one or more of the covenants, agreements, provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remainingcovenants, agreements, provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other provisions of this Amendment or of the Securities or the rights of the Enhancer, the Securityholders or the OwnerTrustee. 

SECTION 6. Section Headings. 

The section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof. 

 

3 

SECTION 7. Counterparts. 

This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the sameinstrument. 

[Signature Pages Follow] 

 

4 

IN WITNESS WHEREOF, the Servicer, the Issuer and the Indenture Trustee have caused their names to besigned hereto by their respective officers thereunto duly authorized as of the day and year first above written. 

 
GMAC MORTGAGE, LLC, formerly knownas GMAC Mortgage Corporation, as ServicerBy: 
/s/ Patricia C. Taylor
Name: Patricia C. TaylorTitle: Vice PresidentGMACM HOME EQUITY LOAN TRUST 2006-HE2, as IssuerBy: Wilmington Trust Company, not in its individual capacity but solely as Owner TrusteeBy: 
/s/ Roseline K. Maney
Name: Roseline K. ManeyTitle: Vice PresidentTHE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., successor to THE BANK OF NEW YORK TRUST COMPANY, N.A., successor to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Indenture TrusteeBy: 
/s/ Keith Richardson
Name: Keith RichardsonTitle: Vice President

Agreed to and approved this 23rd day of September, 2008 

 
FINANCIAL GUARANTY INSURANCE COMPANY, as EnhancerBy: 
/s/ Ellen Gordon
Name: Title: 

SCHEDULE A 

GMAC MORTGAGE, LLC: (Fed Ex or certified mail) 

Joe Pensabene 

EVP - Chief Servicing Officer 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-K05 

1100 Virginia Drive 

Ft. Washington, PA 19034 

William Maguire 

Director - Investor Reporting 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-C70 

1100 Virginia Drive 

Ft. Washington, PA 19034 

GMAC Mortgage , LLC 

Bond Administration 

Mail code: 190-FTW-C65 

1100 Virginia Dr.

Fort Washington, PA 19034 

Patricia Taylor 

Vice President – Securitization Management 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-A05 

1100 Virginia Drive 

Ft. Washington, PA 19034 

GMAC MORTGAGE, LLC (Email): 

Jeff.Demshock@gmacm.com 

Dennis.Hagerty@gmacm.com 

Kulli.Marotto@gmacm.com 

Tamra.Chase@gmacm.com 

Patty.Taylor@gmacm.com 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.: 

Keith R. Richardson 

Vice President 

The Bank of New York Mellon Trust Company, N.A. 

2 North LaSalle Street, Suite 1020 

Chicago, IL 60602 

Telephone: (312) 827-8572 

Mobile: (312) 659-4401 

Facsimile: (312) 827-8562/3 

E-Mail: keith.richardson@bnymellon.com 

FINANCIAL GUARANTY INSURANCE COMPANY: 

**Individuals Required to Receive Notice under 7.01(c)**: 

Jeffrey Kert

Managing Director, Senior Counsel 

Financial GuarantyInsurance Company 

125 Park Avenue 

New York, NY 10017

Telephone: (212) 312-3203 

Email:Jeffrey.kert@fgic.com

Ellen Gordon 

Managing Director

Financial Guaranty Insurance Company 

125 Park Avenue

New York, NY 10017 

Telephone: (212) 312-2734 

Email: ellen.gordon@fgic.com

Diane Westerback 

Managing Director 

Financial Guaranty Insurance Company 

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3446 

Email: diane.westerback@fgic.com

**Alternate FGIC Contacts (Notice Not Required under 7.01(c)**: 

Marty Joyce 

Managing Director, Senior Counsel 

Financial Guaranty Insurance Company 

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3029 

Email: martin.joyce@fgic.com

Laura Kegg 

Managing Director, Senior Counsel 

Financial Guaranty Insurance Company

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3079 

Email: laura.kegg@fgic.com

EXECUTION COPY

GMAC MORTGAGE, LLC 

as Servicer, 

GMACM HOME EQUITY LOAN TRUST 2006-HE3, 

asIssuer 

and 

THE BANK OF NEWYORK MELLON TRUST COMPANY, N.A., successor to 

THE BANK OF NEW YORK TRUST COMPANY, N.A., successor to 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION 

asIndenture Trustee 

AMENDMENT NO. 1 

TO 

SERVICING AGREEMENT 

Dated as of September 23, 2008 

THIS AMENDMENT NO. 1 TO SERVICING AGREEMENT dated as of September 23, 2008 (this “Amendment”), is amongGMAC Mortgage, LLC, formerly known as GMAC Mortgage Corporation “GMACM”), in its capacity as servicer (in such capacity, the “Servicer”), the GMACM Home Equity Loan Trust 2006-HE3, as issuer (the “Issuer”), and The Bankof New York Mellon Trust Company, N.A., successor to The Bank of New York Trust Company, N.A., successor to JPMorgan Chase Bank, National Association, in its capacity as indenture trustee (the “Indenture Trustee”). Capitalized terms usedin this Amendment and not otherwise defined herein will have the meanings assigned to them in the Servicing Agreement dated as of August 30, 2006, among the Servicer, the Issuer and the Indenture Trustee (the “Servicing Agreement”).

WITNESSETH

WHEREAS, the Servicer, the Issuer and the Indenture Trustee entered into the Servicing Agreement, and the Servicer, the Issuer and the Indenture Trusteedesire to amend the Servicing Agreement as set forth herein; 

WHEREAS, a Servicing Default has occurred and is continuing under clause(vii) of the definition thereof; 

WHEREAS, Section 7.01 of the Servicing Agreement provides that, upon the occurrence of aServicing Default, the Financial Guaranty Insurance Company (the “Enhancer”) may terminate all the rights and obligations of the Servicer as servicer under the Servicing Agreement; 

WHEREAS, in consideration for the Enhancer not exercising its right to terminate immediately GMACM as Servicer as a result of the occurrence of suchServicing Default, the Servicer has agreed to amend the Servicing Agreement as set forth below to provide that from and after the date hereof GMACM shall continue to act as Servicer solely on a term basis of two month terms which are renewable atthe election and sole discretion of the Enhancer unless and until otherwise terminated as provided in the Servicing Agreement and subject to the terms of this Amendment; 

WHEREAS, Section 8.01 of the Servicing Agreement provides that the Servicing Agreement may be amended by the parties thereto provided that any such amendment shall be accompanied by a letter from each RatingAgency to the effect that such amendment will not result in a Rating Event; and provided further, that the Enhancer and the Indenture Trustee shall consent to such amendment; 

WHEREAS, each Rating Agency has provided a letter to the effect that this Amendment No. 1 will not result in a Rating Event, and by executing thisAmendment, each of the Enhancer and the Indenture Trustee has provided its consent to this Amendment No. 1; and 

WHEREAS, theexecution of this Amendment No. 1 has been duly authorized by the Servicer, the Issuer and the Indenture Trustee; 

NOW, THEREFORE, the Servicer, the Issuer and the Indenture Trustee hereby agree as follows: 

SECTION 1. Amendment. 

(a)Section 7.01 of the Servicing Agreement is hereby amended effective as of the date hereof by adding subsection (c) thereto, as follows: 

(c) If a Servicing Default shall occur, unless and until the Servicer has been removed as provided in clause (a) of this Section 7.01, the Servicer covenants and agrees to act as the Servicer for a term from the occurrence of theServicing Default to October 31, 2008, which term may, at the Enhancer’s sole discretion, be extended by written notice to the Issuer, the Indenture Trustee and the Servicer for successive terms of two (2) calendar months eachthereafter (a “Servicing Extension Term”). Any such notice by the Enhancer shall be in writing and shall be sent via Federal Express or certified mail, return receipt requested and also by facsimile or email to the addresses for theServicer and the Indenture Trustee set forth in Schedule A attached hereto. Any such notice to the Issuer shall be sent to the address set forth in Section 8.03. The Servicer will, upon the receipt of each such notice of extension from theEnhancer (a “Servicer Extension Notice”) become bound for the duration of the Servicing Extension Term covered by such Servicer Extension Notice to continue as Servicer subject to and in accordance with this Servicing Agreement. If, as ofthe twentieth (20th) day prior to the last day of any Servicing Extension Term, the Servicer shall not have received any Servicer Extension Notice from the Enhancer, the Servicer shall, within five (5) days thereafter, give written noticeof such non-receipt to the Enhancer. Any such notice by the Servicer shall be in writing and shall be sent via Federal Express or certified mail, return receipt requested and also by telephone, facsimile or email to the addresses for the Enhancerset forth in Schedule A attached hereto. If no Servicer Extension Notice is received by the Issuer, the Servicer and the Indenture Trustee prior to the last day of the Servicing Extension Term, and provided that no Enhancer Default has occurred andis continuing, then all rights and obligations of the Servicer under the Servicing Agreement shall automatically terminate without any action of any party; and the Indenture Trustee or such other servicer appointed by the Enhancer or by theIndenture Trustee with the consent of the Enhancer shall act as successor Servicer as provided in Section 7.02 hereof. If an Enhancer Default has occurred and is continuing on the last day of a Servicer Extension Term, and no ServicingExtension Notice has been given by the Enhancer to extend such Servicing Extension Term, then an automatic termination of the Servicer shall not occur under this Section 7.01(c), and the Servicing Extension Term shall be deemed to have beenextended for so long as an Enhancer Default has occurred and is continuing, and to be further extended to the end of the second month following the month in which all Enhancer Defaults have been cured. Nothing in this Section 7.01(c) shallderogate from or otherwise impair (i) the Enhancer’s right to remove the Servicer pursuant to Section 7.01(a) or any other rights of the Enhancer under this Agreement or (ii) the Servicer’s rights pursuant to Sections 7.01and 7.02 or any other rights of the Servicer under this Agreement. The Servicer and the Enhancer shall notify each other, the Issuer and the Indenture Trustee in writing of any changes to the contact information set forth on Schedule A.Additionally, upon the written request of GMAC, the Enhancer shall confirm that Schedule A contains accurate and up to date information with respect to the name and contact information of current employees of the Enhancer who are responsible for thetransactions contemplated by this Amendment. 

 

2 

(b) Section 7.02(a) of the Servicing Agreement is hereby amended effective as of the date of theAmendment by adding the phrase “, fails to receive a Servicer Extension Notice as specified in Section 7.01(c)” after the phrase “Section 7.01” in the first sentence of such Section. 

SECTION 2. Effect of Amendment. 

Uponexecution of this Amendment, the Servicing Agreement shall be, and be deemed to be, modified and amended in accordance herewith and the respective rights, limitations, obligations, duties, liabilities and immunities of the parties thereto shallhereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Amendment shall be deemed to be part of the terms and conditions of the Servicing Agreement (asapplicable) for any and all purposes. Except as modified and expressly amended by this Amendment, the Servicing Agreement is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in fullforce and effect. 

SECTION 3. Binding Effect. 

The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto, any Securityholder, the Enhancer and each of their respective successors and assigns. 

SECTION 4. Governing Law. 

ThisAmendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, and theobligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 

SECTION 5. Severability ofProvisions. 

If any one or more of the covenants, agreements, provisions or terms of this Amendment shall be for any reason whatsoeverheld invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the otherprovisions of this Amendment or of the Securities or the rights of the Enhancer, the Securityholders or the Owner Trustee. 

SECTION 6.Section Headings. 

The section headings herein are for convenience of reference only, and shall not limit or otherwise affect themeaning hereof. 

SECTION 7. Counterparts. 

This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 

 

3 

[Signature Pages Follow] 

 

4 

IN WITNESS WHEREOF, the Servicer, the Issuer and the Indenture Trustee have caused their names to besigned hereto by their respective officers thereunto duly authorized as of the day and year first above written. 

 
GMAC MORTGAGE, LLC, formerly knownas GMAC Mortgage Corporation, as ServicerBy: 
/s/ Patricia C. Taylor
Name: Patricia C. TaylorTitle: Vice President
GMACM HOME EQUITY LOAN TRUST

2006-HE3, asIssuer
By: Wilmington Trust Company, not in its individual capacity but solely as Owner TrusteeBy: 
/s/ Roseline K. Maney
Name: Roseline K. ManeyTitle: Vice PresidentTHE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., successor to THE BANK OF NEW YORK TRUST COMPANY, N.A., successor to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Indenture TrusteeBy: 
/s/ Keith Richardson
Name: Keith RichardsonTitle: Vice President

Agreed to and approved this 23rd day of September, 2008 

 

FINANCIAL GUARANTY INSURANCE

COMPANY, as Enhancer
By: 
/s/ Ellen Gordon
Name: Title: 

SCHEDULE A 

GMAC MORTGAGE, LLC: (Fed Ex or certified mail) 

Joe Pensabene 

EVP - Chief Servicing Officer 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-K05 

1100 Virginia Drive 

Ft. Washington, PA 19034 

William Maguire 

Director - Investor Reporting 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-C70 

1100 Virginia Drive 

Ft. Washington, PA 19034 

GMAC Mortgage , LLC 

Bond Administration 

Mail code: 190-FTW-C65 

1100 Virginia Dr.

Fort Washington, PA 19034 

Patricia Taylor 

Vice President – Securitization Management 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-A05 

1100 Virginia Drive 

Ft. Washington, PA 19034 

GMAC MORTGAGE, LLC (Email): 

Jeff.Demshock@gmacm.com 

Dennis.Hagerty@gmacm.com 

Kulli.Marotto@gmacm.com 

Tamra.Chase@gmacm.com 

Patty.Taylor@gmacm.com 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.: 

Keith R. Richardson 

Vice President 

The Bank of New York Mellon Trust Company, N.A. 

2 North LaSalle Street, Suite 1020 

Chicago, IL 60602 

Telephone: (312) 827-8572 

Mobile: (312) 659-4401 

Facsimile: (312) 827-8562/3 

E-Mail: keith.richardson@bnymellon.com 

FINANCIAL GUARANTY INSURANCE COMPANY: 

**Individuals Required to Receive Notice under 7.01(c):**

Jeffrey Kert

Managing Director, Senior Counsel 

Financial GuarantyInsurance Company 

125 Park Avenue 

New York, NY 10017

Telephone: (212) 312-3203 

Email:Jeffrey.kert@fgic.com

Ellen Gordon 

Managing Director

Financial Guaranty Insurance Company 

125 Park Avenue

New York, NY 10017 

Telephone: (212) 312-2734 

Email: ellen.gordon@fgic.com

Diane Westerback 

Managing Director 

Financial Guaranty Insurance Company 

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3446 

Email: diane.westerback@fgic.com

**Alternate FGIC Contacts (Notice Not Required under 7.01(c)**: 

Marty Joyce 

Managing Director, Senior Counsel 

Financial Guaranty Insurance Company 

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3029 

Email: martin.joyce@fgic.com

Laura Kegg 

Managing Director, Senior Counsel 

Financial Guaranty Insurance Company

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3079 

Email: laura.kegg@fgic.com

EXECUTION COPY

GMAC MORTGAGE, LLC 

as Servicer, 

GMACM HOME EQUITY LOAN TRUST 2006-HE5, 

asIssuer 

and 

THE BANK OF NEWYORK MELLON TRUST COMPANY, N.A., successor to 

THE BANK OF NEW YORK TRUST COMPANY, N.A. 

as Indenture Trustee 

AMENDMENT NO. 1

TO 

SERVICING AGREEMENT

Dated as of September 23, 2008 

THIS AMENDMENT NO. 1 TO SERVICING AGREEMENT dated as of September 23, 2008 (this“Amendment”), is among GMAC Mortgage, LLC, formerly known as GMAC Mortgage Corporation “GMACM”), in its capacity as servicer (in such capacity, the “Servicer”), the GMACM Home Equity Loan Trust 2006-HE5, as issuer (the“Issuer”), and The Bank of New York Mellon Trust Company, N.A., successor to The Bank of New York Trust Company, N.A., in its capacity as indenture trustee (the “Indenture Trustee”). Capitalized terms used in this Amendment andnot otherwise defined herein will have the meanings assigned to them in the Servicing Agreement dated as of November 29, 2006, among the Servicer, the Issuer and the Indenture Trustee (the “Servicing Agreement”). 

WITNESSETH

WHEREAS, the Servicer, the Issuer and the Indenture Trustee entered into the Servicing Agreement, and the Servicer, the Issuer and the Indenture Trusteedesire to amend the Servicing Agreement as set forth herein; 

WHEREAS, a Servicing Default has occurred and is continuing under clause(vii) of the definition thereof; 

WHEREAS, Section 7.01 of the Servicing Agreement provides that, upon the occurrence of aServicing Default, the Financial Guaranty Insurance Company (the “Enhancer”) may terminate all the rights and obligations of the Servicer as servicer under the Servicing Agreement; 

WHEREAS, in consideration for the Enhancer not exercising its right to terminate immediately GMACM as Servicer as a result of the occurrence of suchServicing Default, the Servicer has agreed to amend the Servicing Agreement as set forth below to provide that from and after the date hereof GMACM shall continue to act as Servicer solely on a term basis of two month terms which are renewable atthe election and sole discretion of the Enhancer unless and until otherwise terminated as provided in the Servicing Agreement and subject to the terms of this Amendment; 

WHEREAS, Section 8.01 of the Servicing Agreement provides that the Servicing Agreement may be amended by the parties thereto provided that any such amendment shall be accompanied by a letter from each RatingAgency to the effect that such amendment will not result in a Rating Event; and provided further, that the Enhancer and the Indenture Trustee shall consent to such amendment; 

WHEREAS, each Rating Agency has provided a letter to the effect that this Amendment No. 1 will not result in a Rating Event, and by executing thisAmendment, each of the Enhancer and the Indenture Trustee has provided its consent to this Amendment No. 1; and 

WHEREAS, theexecution of this Amendment No. 1 has been duly authorized by the Servicer, the Issuer and the Indenture Trustee; 

NOW, THEREFORE, the Servicer, the Issuer and the Indenture Trustee hereby agree as follows: 

SECTION 1. Amendment. 

(a)Section 7.01 of the Servicing Agreement is hereby amended effective as of the date hereof by adding subsection (c) thereto, as follows: 

(c) If a Servicing Default shall occur, unless and until the Servicer has been removed as provided in clause (a) of this Section 7.01, the Servicer covenants and agrees to act as the Servicer for a term from the occurrence of theServicing Default to October 31, 2008, which term may, at the Enhancer’s sole discretion, be extended by written notice to the Issuer, the Indenture Trustee and the Servicer for successive terms of two (2) calendar months eachthereafter (a “Servicing Extension Term”). Any such notice by the Enhancer shall be in writing and shall be sent via Federal Express or certified mail, return receipt requested and also by facsimile or email to the addresses for theServicer and the Indenture Trustee set forth in Schedule A attached hereto. Any such notice to the Issuer shall be sent to the address set forth in Section 8.03. The Servicer will, upon the receipt of each such notice of extension from theEnhancer (a “Servicer Extension Notice”) become bound for the duration of the Servicing Extension Term covered by such Servicer Extension Notice to continue as Servicer subject to and in accordance with this Servicing Agreement. If, as ofthe twentieth (20th) day prior to the last day of any Servicing Extension Term, the Servicer shall not have received any Servicer Extension Notice from the Enhancer, the Servicer shall, within five (5) days thereafter, give written noticeof such non-receipt to the Enhancer. Any such notice by the Servicer shall be in writing and shall be sent via Federal Express or certified mail, return receipt requested and also by telephone, facsimile or email to the addresses for the Enhancerset forth in Schedule A attached hereto. If no Servicer Extension Notice is received by the Issuer, the Servicer and the Indenture Trustee prior to the last day of the Servicing Extension Term, and provided that no Enhancer Default has occurred andis continuing, then all rights and obligations of the Servicer under the Servicing Agreement shall automatically terminate without any action of any party; and the Indenture Trustee or such other servicer appointed by the Enhancer or by theIndenture Trustee with the consent of the Enhancer shall act as successor Servicer as provided in Section 7.02 hereof. If an Enhancer Default has occurred and is continuing on the last day of a Servicer Extension Term, and no ServicingExtension Notice has been given by the Enhancer to extend such Servicing Extension Term, then an automatic termination of the Servicer shall not occur under this Section 7.01(c), and the Servicing Extension Term shall be deemed to have beenextended for so long as an Enhancer Default has occurred and is continuing, and to be further extended to the end of the second month following the month in which all Enhancer Defaults have been cured. Nothing in this Section 7.01(c) shallderogate from or otherwise impair (i) the Enhancer’s right to remove the Servicer pursuant to Section 7.01(a) or any other rights of the Enhancer under this Agreement or (ii) the Servicer’s rights pursuant to Sections 7.01and 7.02 or any other rights of the Servicer under this Agreement. The Servicer and the Enhancer shall notify each other, the Issuer and the Indenture Trustee in writing of any changes to the contact information set forth on Schedule A.Additionally, upon the written request of GMAC, the Enhancer shall 

 

2 

confirm that Schedule A contains accurate and up to date information with respect to the name and contact information of current employees of the Enhancerwho are responsible for the transactions contemplated by this Amendment. 

(b) Section 7.02(a) of the Servicing Agreement is herebyamended effective as of the date of the Amendment by adding the phrase “, fails to receive a Servicer Extension Notice as specified in Section 7.01(c)” after the phrase “Section 7.01” in the first sentence of such Section.

SECTION 2. Effect of Amendment. 

Upon execution of this Amendment, the Servicing Agreement shall be, and be deemed to be, modified and amended in accordance herewith and the respective rights, limitations, obligations, duties, liabilities andimmunities of the parties thereto shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Amendment shall be deemed to be part of the terms andconditions of the Servicing Agreement (as applicable) for any and all purposes. Except as modified and expressly amended by this Amendment, the Servicing Agreement is in all respects ratified and confirmed, and all the terms, provisions andconditions thereof shall be and remain in full force and effect. 

SECTION 3. Binding Effect. 

The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto, any Securityholder, the Enhancer and each of theirrespective successors and assigns. 

SECTION 4. Governing Law. 

This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principlesthereof, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 

SECTION 5. Severability of Provisions. 

If any one or more of the covenants, agreements, provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remainingcovenants, agreements, provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other provisions of this Amendment or of the Securities or the rights of the Enhancer, the Securityholders or the OwnerTrustee. 

SECTION 6. Section Headings. 

The section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof. 

 

3 

SECTION 7. Counterparts. 

This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the sameinstrument. 

[Signature Pages Follow] 

 

4 

IN WITNESS WHEREOF, the Servicer, the Issuer and the Indenture Trustee have caused their names to besigned hereto by their respective officers thereunto duly authorized as of the day and year first above written. 

 

GMAC MORTGAGE, LLC, formerly known

as GMACMortgage Corporation, as Servicer
By: 
/s/ Patricia C. Taylor
Name: Patricia C. TaylorTitle: Vice President
GMACM HOME EQUITY LOAN TRUST

2006-HE5, asIssuer
By: Wilmington Trust Company, not in its individual capacity but solely as Owner TrusteeBy: 
/s/ Roseline K. Maney
Name: Roseline K. ManeyTitle: Vice PresidentTHE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., successor to THE BANK OF NEW YORK TRUST COMPANY, N.A., as Indenture TrusteeBy: 
/s/ Keith Richardson
Name: Keith RichardsonTitle: Vice President

Agreed to and approved this 23rd day of September, 2008 

 
FINANCIAL GUARANTY INSURANCE COMPANY, as EnhancerBy: 
/s/ Ellen Gordon
Name: Title: 

SCHEDULE A 

GMAC MORTGAGE, LLC: (Fed Ex or certified mail) 

Joe Pensabene 

EVP - Chief Servicing Officer 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-K05 

1100 Virginia Drive 

Ft. Washington, PA 19034 

William Maguire 

Director - Investor Reporting 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-C70 

1100 Virginia Drive 

Ft. Washington, PA 19034 

GMAC Mortgage , LLC 

Bond Administration 

Mail code: 190-FTW-C65 

1100 Virginia Dr. 

Fort Washington, PA 19034 

Patricia Taylor 

Vice President – Securitization Management 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-A05 

1100 Virginia Drive 

Ft. Washington, PA 19034 

GMAC MORTGAGE, LLC (Email): 

Jeff.Demshock@gmacm.com 

Dennis.Hagerty@gmacm.com 

Kulli.Marotto@gmacm.com 

Tamra.Chase@gmacm.com 

Patty.Taylor@gmacm.com 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.: 

Keith R. Richardson 

Vice President 

The Bank of New York Mellon Trust Company, N.A. 

2 North LaSalle Street, Suite 1020 

Chicago, IL 60602 

Telephone: (312) 827-8572 

Mobile: (312) 659-4401 

Facsimile: (312) 827-8562/3 

E-Mail: keith.richardson@bnymellon.com 

FINANCIAL GUARANTY INSURANCE COMPANY: 

**Individuals Required to Receive Notice under 7.01(c):**

Jeffrey Kert

Managing Director, Senior Counsel 

Financial GuarantyInsurance Company 

125 Park Avenue 

New York, NY 10017

Telephone: (212) 312-3203 

Email:Jeffrey.kert@fgic.com

Ellen Gordon 

Managing Director

Financial Guaranty Insurance Company 

125 Park Avenue

New York, NY 10017 

Telephone: (212) 312-2734 

Email: ellen.gordon@fgic.com

Diane Westerback 

Managing Director 

Financial Guaranty Insurance Company 

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3446 

Email: diane.westerback@fgic.com

**Alternate FGIC Contacts (Notice Not Required under 7.01(c):**

Marty Joyce 

Managing Director, Senior Counsel 

Financial Guaranty Insurance Company 

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3029 

Email: martin.joyce@fgic.com

Laura Kegg 

Managing Director, Senior Counsel 

Financial Guaranty Insurance Company

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3079 

Email: laura.kegg@fgic.com

EXECUTION COPY

GMAC MORTGAGE, LLC 

as Servicer, 

GMACM HOME EQUITY LOAN TRUST 2006-HLTV1, 

asIssuer and 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., successor to 

THE BANK OF NEW YORK TRUST COMPANY, N.A., successor to 

JPMORGAN CHASE BANK, NATIONALASSOCIATION 

AMENDMENT NO. 1 

TO 

SERVICING AGREEMENT 

Dated as of September 23, 2008 

THIS AMENDMENT NO. 1 TO SERVICING AGREEMENT dated as of September 23, 2008 (this“Amendment”), is among GMAC Mortgage, LLC, formerly known as GMAC Mortgage Corporation “GMACM”), in its capacity as servicer (in such capacity, the “Servicer”), the GMACM Home Equity Loan Trust 2006-HLTV1, as issuer(the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., successor to The Bank of New York Trust Company, N.A., successor to JPMorgan Chase Bank, National Association, in its capacity as indenture trustee (the “IndentureTrustee”). Capitalized terms used in this Amendment and not otherwise defined herein will have the meanings assigned to them in the Servicing Agreement dated as of March 30, 2006, among the Servicer, the Issuer and the Indenture Trustee(the “Servicing Agreement”). 

WITNESSETH

WHEREAS, the Servicer, the Issuer and the Indenture Trustee entered into the Servicing Agreement, and the Servicer, the Issuer and theIndenture Trustee desire to amend the Servicing Agreement as set forth herein; 

WHEREAS, a Servicing Default has occurred and is continuingunder clause (vii) of the definition thereof; 

WHEREAS, Section 7.01 of the Servicing Agreement provides that, upon theoccurrence of a Servicing Default, the Financial Guaranty Insurance Company (the “Enhancer”) may terminate all the rights and obligations of the Servicer as servicer under the Servicing Agreement; 

WHEREAS, in consideration for the Enhancer not exercising its right to terminate immediately GMACM as Servicer as a result of the occurrence of suchServicing Default, the Servicer has agreed to amend the Servicing Agreement as set forth below to provide that from and after the date hereof GMACM shall continue to act as Servicer solely on a term basis of two month terms which are renewable atthe election and sole discretion of the Enhancer unless and until otherwise terminated as provided in the Servicing Agreement and subject to the terms of this Amendment; 

WHEREAS, Section 8.01 of the Servicing Agreement provides that the Servicing Agreement may be amended by the parties thereto provided that any such amendment shall be accompanied by a letter from each RatingAgency to the effect that such amendment will not result in a Rating Event; and provided further, that the Enhancer and the Indenture Trustee shall consent to such amendment; 

WHEREAS, each Rating Agency has provided a letter to the effect that this Amendment No. 1 will not result in a Rating Event, and by executing thisAmendment, each of the Enhancer and the Indenture Trustee has provided its consent to this Amendment No. 1; and 

WHEREAS, theexecution of this Amendment No. 1 has been duly authorized by the Servicer, the Issuer and the Indenture Trustee; 

NOW, THEREFORE, the Servicer, the Issuer and the Indenture Trustee hereby agree as follows: 

SECTION 1. Amendment. 

(a)Section 7.01 of the Servicing Agreement is hereby amended effective as of the date hereof by adding subsection (c) thereto, as follows: 

(c) If a Servicing Default shall occur, unless and until the Servicer has been removed as provided in clause (a) of this Section 7.01, the Servicer covenants and agrees to act as the Servicer for a term from the occurrence of theServicing Default to October 31, 2008, which term may, at the Enhancer’s sole discretion, be extended by written notice to the Issuer, the Indenture Trustee and the Servicer for successive terms of two (2) calendar months eachthereafter (a “Servicing Extension Term”). Any such notice by the Enhancer shall be in writing and shall be sent via Federal Express or certified mail, return receipt requested and also by facsimile or email to the addresses for theServicer and the Indenture Trustee set forth in Schedule A attached hereto. Any such notice to the Issuer shall be sent to the address set forth in Section 8.03. The Servicer will, upon the receipt of each such notice of extension from theEnhancer (a “Servicer Extension Notice”) become bound for the duration of the Servicing Extension Term covered by such Servicer Extension Notice to continue as Servicer subject to and in accordance with this Servicing Agreement. If, as ofthe twentieth (20th) day prior to the last day of any Servicing Extension Term, the Servicer shall not have received any Servicer Extension Notice from the Enhancer, the Servicer shall, within five (5) days thereafter, give written noticeof such non-receipt to the Enhancer. Any such notice by the Servicer shall be in writing and shall be sent via Federal Express or certified mail, return receipt requested and also by telephone, facsimile or email to the addresses for the Enhancerset forth in Schedule A attached hereto. If no Servicer Extension Notice is received by the Issuer, the Servicer and the Indenture Trustee prior to the last day of the Servicing Extension Term, and provided that no Enhancer Default has occurred andis continuing, then all rights and obligations of the Servicer under the Servicing Agreement shall automatically terminate without any action of any party; and the Indenture Trustee or such other servicer appointed by the Enhancer or by theIndenture Trustee with the consent of the Enhancer shall act as successor Servicer as provided in Section 7.02 hereof. If an Enhancer Default has occurred and is continuing on the last day of a Servicer Extension Term, and no ServicingExtension Notice has been given by the Enhancer to extend such Servicing Extension Term, then an automatic termination of the Servicer shall not occur under this Section 7.01(c), and the Servicing Extension Term shall be deemed to have beenextended for so long as an Enhancer Default has occurred and is continuing, and to be further extended to the end of the second month following the month in which all Enhancer Defaults have been cured. Nothing in this Section 7.01(c) shallderogate from or otherwise impair (i) the Enhancer’s right to remove the Servicer pursuant to Section 7.01(a) or any other rights of the Enhancer under this Agreement or (ii) the Servicer’s rights pursuant to Sections 7.01and 7.02 or any other rights of the Servicer under this Agreement. The Servicer and the Enhancer shall notify each other, the Issuer and the Indenture Trustee in writing of any changes to the contact information set forth on Schedule A.Additionally, upon the written request of GMAC, the Enhancer shall 

 

2 

confirm that Schedule A contains accurate and up to date information with respect to the name and contact information of current employees of the Enhancerwho are responsible for the transactions contemplated by this Amendment. 

(b) Section 7.02(a) of the Servicing Agreement is herebyamended effective as of the date of the Amendment by adding the phrase “, fails to receive a Servicer Extension Notice as specified in Section 7.01(c)” after the phrase “Section 7.01” in the first sentence of such Section.

SECTION 2. Effect of Amendment. 

Upon execution of this Amendment, the Servicing Agreement shall be, and be deemed to be, modified and amended in accordance herewith and the respective rights, limitations, obligations, duties, liabilities andimmunities of the parties thereto shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Amendment shall be deemed to be part of the terms andconditions of the Servicing Agreement (as applicable) for any and all purposes. Except as modified and expressly amended by this Amendment, the Servicing Agreement is in all respects ratified and confirmed, and all the terms, provisions andconditions thereof shall be and remain in full force and effect. 

SECTION 3. Binding Effect. 

The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto, any Securityholder, the Enhancer and each of theirrespective successors and assigns. 

SECTION 4. Governing Law. 

This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principlesthereof, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 

SECTION 5. Severability of Provisions. 

If any one or more of the covenants, agreements, provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remainingcovenants, agreements, provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other provisions of this Amendment or of the Securities or the rights of the Enhancer, the Securityholders or the OwnerTrustee. 

SECTION 6. Section Headings. 

The section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof. 

 

3 

SECTION 7. Counterparts. 

This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the sameinstrument. 

[Signature Pages Follow] 

 

4 

IN WITNESS WHEREOF, the Servicer, the Issuer and the Indenture Trustee have caused their names to besigned hereto by their respective officers thereunto duly authorized as of the day and year first above written. 

 
GMAC MORTGAGE, LLC, formerly known as GMAC Mortgage Corporation, as ServicerBy: 
/s/ Patricia C. Taylor
Name: Patricia C. TaylorTitle: Vice PresidentGMACM HOME EQUITY LOAN TRUST 2006-HLTV1, as IssuerBy: Wilmington Trust Company, not in its individual capacity but solely as Owner TrusteeBy: 
/s/ Roseline K. Maney
Name: Roseline K. ManeyTitle: Vice PresidentTHE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., successor to THE BANK OF NEW YORK TRUST COMPANY, N.A., successor to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Indenture TrusteeBy: 
/s/ Keith Richardson
Name: Keith RichardsonTitle: Vice President

Agreed to and approved this 23rd day of September, 2008 

 
FINANCIAL GUARANTY INSURANCE COMPANY, as EnhancerBy: 
/s/ Ellen Gordon
Name: Title: 

SCHEDULE A 

GMAC MORTGAGE, LLC: (Fed Ex or certified mail) 

Joe Pensabene 

EVP - Chief Servicing Officer 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-K05 

1100 Virginia Drive 

Ft. Washington, PA 19034 

William Maguire 

Director - Investor Reporting 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-C70 

1100 Virginia Drive 

Ft. Washington, PA 19034 

GMAC Mortgage , LLC 

Bond Administration 

Mail code: 190-FTW-C65 

1100 Virginia Dr. 

Fort Washington, PA 19034 

Patricia Taylor 

Vice President - Securitization Management 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-A05 

1100 Virginia Drive 

Ft. Washington, PA 19034 

GMAC MORTGAGE, LLC (Email): 

Jeff.Demshock@gmacm.com 

Dennis.Hagerty@gmacm.com 

Kulli.Marotto@gmacm.com 

Tamra.Chase@gmacm.com 

Patty.Taylor@gmacm.com 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.: 

Keith R. Richardson 

Vice President 

The Bank of New York Mellon Trust Company, N.A. 

2 North LaSalle Street, Suite 1020 

Chicago, IL 60602 

Telephone: (312) 827-8572 

Mobile: (312) 659-4401 

Facsimile: (312) 827-8562/3 

E-Mail: keith.richardson@bnymellon.com 

FINANCIAL GUARANTY INSURANCE COMPANY: 

**Individuals Required to Receive Notice under 7.01(c):**

Jeffrey Kert

Managing Director, Senior Counsel 

Financial GuarantyInsurance Company 

125 Park Avenue 

New York, NY 10017

Telephone: (212) 312-3203 

Email:Jeffrey.kert@fgic.com

Ellen Gordon 

Managing Director

Financial Guaranty Insurance Company 

125 Park Avenue

New York, NY 10017 

Telephone: (212) 312-2734 

Email: ellen.gordon@fgic.com

Diane Westerback 

Managing Director 

Financial Guaranty Insurance Company 

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3446 

Email: diane.westerback@fgic.com

**Alternate FGIC Contacts (Notice Not Required under 7.01(c):**

Marty Joyce 

Managing Director, Senior Counsel 

Financial Guaranty Insurance Company 

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3029 

Email: martin.joyce@fgic.com

Laura Kegg 

Managing Director, Senior Counsel 

Financial Guaranty Insurance Company

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3079 

Email: laura.kegg@fgic.com

EXECUTION COPY

GMAC MORTGAGE, LLC 

as Servicer, 

GMACM HOME EQUITY LOAN TRUST 2007-HE2, 

asIssuer and 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., successor to 

THE BANK OF NEW YORK TRUST COMPANY, N.A. 

as Indenture Trustee 

AMENDMENT NO. 1 

TO 

SERVICING AGREEMENT 

Dated as ofSeptember 23, 2008 

THIS AMENDMENT NO. 1 TO SERVICING AGREEMENT dated as of September 23, 2008 (this“Amendment”), is among GMAC Mortgage, LLC, formerly known as GMAC Mortgage Corporation “GMACM”), in its capacity as servicer (in such capacity, the “Servicer”), the GMACM Home Equity Loan Trust 2007-HE2, as issuer (the“Issuer”), and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Trust Company, N.A., in its capacity as indenture trustee (the “Indenture Trustee”). Capitalized terms used in this Amendmentand not otherwise defined herein will have the meanings assigned to them in the Servicing Agreement dated as of June 28, 2007, among the Servicer, the Issuer and the Indenture Trustee (the “Servicing Agreement”). 

WITNESSETH

WHEREAS, the Servicer, the Issuer and the Indenture Trustee entered into the Servicing Agreement, and the Servicer, the Issuer and the Indenture Trusteedesire to amend the Servicing Agreement as set forth herein; 

WHEREAS, a Servicing Default has occurred and is continuing under clause(vii) of the definition thereof; 

WHEREAS, Section 7.01 of the Servicing Agreement provides that, upon the occurrence of aServicing Default, the Financial Guaranty Insurance Company (the “Enhancer”) may terminate all the rights and obligations of the Servicer as servicer under the Servicing Agreement; 

WHEREAS, in consideration for the Enhancer not exercising its right to terminate immediately GMACM as Servicer as a result of the occurrence of suchServicing Default, the Servicer has agreed to amend the Servicing Agreement as set forth below to provide that from and after the date hereof GMACM shall continue to act as Servicer solely on a term basis of two month terms which are renewable atthe election and sole discretion of the Enhancer unless and until otherwise terminated as provided in the Servicing Agreement and subject to the terms of this Amendment; 

WHEREAS, Section 8.01 of the Servicing Agreement provides that the Servicing Agreement may be amended by the parties thereto provided that any such amendment shall be accompanied by a letter from each RatingAgency to the effect that such amendment will not result in a Rating Event; and provided further, that the Enhancer and the Indenture Trustee shall consent to such amendment; 

WHEREAS, each Rating Agency has provided a letter to the effect that this Amendment No. 1 will not result in a Rating Event, and by executing thisAmendment, each of the Enhancer and the Indenture Trustee has provided its consent to this Amendment No. 1; and 

WHEREAS, theexecution of this Amendment No. 1 has been duly authorized by the Servicer, the Issuer and the Indenture Trustee; 

NOW, THEREFORE, the Servicer, the Issuer and the Indenture Trustee hereby agree as follows: 

SECTION 1. Amendment. 

(a)Section 7.01 of the Servicing Agreement is hereby amended effective as of the date hereof by adding subsection (c) thereto, as follows: 

(c) If a Servicing Default shall occur, unless and until the Servicer has been removed as provided in clause (a) of this Section 7.01, the Servicer covenants and agrees to act as the Servicer for a term from the occurrence of theServicing Default to October 31, 2008, which term may, at the Enhancer’s sole discretion, be extended by written notice to the Issuer, the Indenture Trustee and the Servicer for successive terms of two (2) calendar months eachthereafter (a “Servicing Extension Term”). Any such notice by the Enhancer shall be in writing and shall be sent via Federal Express or certified mail, return receipt requested and also by facsimile or email to the addresses for theServicer and the Indenture Trustee set forth in Schedule A attached hereto. Any such notice to the Issuer shall be sent to the address set forth in Section 8.03. The Servicer will, upon the receipt of each such notice of extension from theEnhancer (a “Servicer Extension Notice”) become bound for the duration of the Servicing Extension Term covered by such Servicer Extension Notice to continue as Servicer subject to and in accordance with this Servicing Agreement. If, as ofthe twentieth (20th) day prior to the last day of any Servicing Extension Term, the Servicer shall not have received any Servicer Extension Notice from the Enhancer, the Servicer shall, within five (5) days thereafter, give written noticeof such non-receipt to the Enhancer. Any such notice by the Servicer shall be in writing and shall be sent via Federal Express or certified mail, return receipt requested and also by telephone, facsimile or email to the addresses for the Enhancerset forth in Schedule A attached hereto. If no Servicer Extension Notice is received by the Issuer, the Servicer and the Indenture Trustee prior to the last day of the Servicing Extension Term, and provided that no Enhancer Default has occurred andis continuing, then all rights and obligations of the Servicer under the Servicing Agreement shall automatically terminate without any action of any party; and the Indenture Trustee or such other servicer appointed by the Enhancer or by theIndenture Trustee with the consent of the Enhancer shall act as successor Servicer as provided in Section 7.02 hereof. If an Enhancer Default has occurred and is continuing on the last day of a Servicer Extension Term, and no ServicingExtension Notice has been given by the Enhancer to extend such Servicing Extension Term, then an automatic termination of the Servicer shall not occur under this Section 7.01(c), and the Servicing Extension Term shall be deemed to have beenextended for so long as an Enhancer Default has occurred and is continuing, and to be further extended to the end of the second month following the month in which all Enhancer Defaults have been cured. Nothing in this Section 7.01(c) shallderogate from or otherwise impair (i) the Enhancer’s right to remove the Servicer pursuant to Section 7.01(a) or any other rights of the Enhancer under this Agreement or (ii) the Servicer’s rights pursuant to Sections 7.01and 7.02 or any other rights of the Servicer under this Agreement. The Servicer and the Enhancer shall notify each other, the Issuer and the Indenture Trustee in writing of any changes to the contact information set forth on Schedule A.Additionally, upon the written request of GMAC, the Enhancer shall 

 

2 

confirm that Schedule A contains accurate and up to date information with respect to the name and contact information of current employees of the Enhancerwho are responsible for the transactions contemplated by this Amendment. 

(b) Section 7.02(a) of the Servicing Agreement is herebyamended effective as of the date of the Amendment by adding the phrase “, fails to receive a Servicer Extension Notice as specified in Section 7.01(c)” after the phrase “Section 7.01” in the first sentence of such Section.

SECTION 2. Effect of Amendment. 

Upon execution of this Amendment, the Servicing Agreement shall be, and be deemed to be, modified and amended in accordance herewith and the respective rights, limitations, obligations, duties, liabilities andimmunities of the parties thereto shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Amendment shall be deemed to be part of the terms andconditions of the Servicing Agreement (as applicable) for any and all purposes. Except as modified and expressly amended by this Amendment, the Servicing Agreement is in all respects ratified and confirmed, and all the terms, provisions andconditions thereof shall be and remain in full force and effect. 

SECTION 3. Binding Effect. 

The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto, any Securityholder, the Enhancer and each of theirrespective successors and assigns. 

SECTION 4. Governing Law. 

This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principlesthereof, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 

SECTION 5. Severability of Provisions. 

If any one or more of the covenants, agreements, provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remainingcovenants, agreements, provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other provisions of this Amendment or of the Securities or the rights of the Enhancer, the Securityholders or the OwnerTrustee. 

SECTION 6. Section Headings. 

The section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof. 

 

3 

SECTION 7. Counterparts. 

This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the sameinstrument. 

[Signature Pages Follow] 

 

4 

IN WITNESS WHEREOF, the Servicer, the Issuer and the Indenture Trustee have caused their names to besigned hereto by their respective officers thereunto duly authorized as of the day and year first above written. 

 
GMAC MORTGAGE, LLC, formerly known as GMAC Mortgage Corporation, as ServicerBy: 
/s/ Patricia C. Taylor
Name: Patricia C. TaylorTitle: Vice PresidentGMACM HOME EQUITY LOAN TRUST 2007-HE2, as IssuerBy: Wilmington Trust Company, not in its individual capacity but solely as Owner TrusteeBy: 
/s/ Roseline K. Maney
Name: Roseline K. ManeyTitle: Vice PresidentTHE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., successor to THE BANK OF NEW YORK TRUST COMPANY, N.A., as Indenture TrusteeBy: 
/s/ Keith Richardson
Name: Keith RichardsonTitle: Vice President

Agreed to and approved this 23rd day of September, 2008 

 
FINANCIAL GUARANTY INSURANCE COMPANY, as EnhancerBy: 
/s/ Ellen Gordon
Name: Title: 

SCHEDULE A 

GMAC MORTGAGE, LLC: (Fed Ex or certified mail) 

Joe Pensabene 

EVP - Chief Servicing Officer 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-K05 

1100 Virginia Drive 

Ft. Washington, PA 19034 

William Maguire 

Director - Investor Reporting 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-C70 

1100 Virginia Drive 

Ft. Washington, PA 19034 

GMAC Mortgage , LLC 

Bond Administration 

Mail code: 190-FTW-C65 

1100 Virginia Dr. 

Fort Washington, PA 19034 

Patricia Taylor 

Vice President - Securitization Management 

GMAC Mortgage, LLC 

Mail Code: 190-FTW-A05 

1100 Virginia Drive 

Ft. Washington, PA 19034 

GMAC MORTGAGE, LLC (Email): 

Jeff.Demshock@gmacm.com 

Dennis.Hagerty@gmacm.com 

Kulli.Marotto@gmacm.com 

Tamra.Chase@gmacm.com 

Patty.Taylor@gmacm.com 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.: 

Keith R. Richardson 

Vice President 

The Bank of New York Mellon Trust Company, N.A. 

2 North LaSalle Street, Suite 1020 

Chicago, IL 60602 

Telephone: (312) 827-8572 

Mobile: (312) 659-4401 

Facsimile: (312) 827-8562/3 

E-Mail: keith.richardson@bnymellon.com 

FINANCIAL GUARANTY INSURANCE COMPANY: 

**Individuals Required to Receive Notice under 7.01(c):**

Jeffrey Kert

Managing Director, Senior Counsel 

Financial GuarantyInsurance Company 

125 Park Avenue 

New York, NY 10017

Telephone: (212) 312-3203 

Email:Jeffrey.kert@fgic.com

Ellen Gordon 

Managing Director

Financial Guaranty Insurance Company 

125 Park Avenue

New York, NY 10017 

Telephone: (212) 312-2734 

Email: ellen.gordon@fgic.com

Diane Westerback 

Managing Director 

Financial Guaranty Insurance Company 

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3446 

Email: diane.westerback@fgic.com

 

**Alternate FGIC Contacts (Notice Not Required under 7.01(c):**

Marty Joyce 

Managing Director, Senior Counsel 

Financial Guaranty Insurance Company 

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3029 

Email: martin.joyce@fgic.com

Laura Kegg 

Managing Director, Senior Counsel 

Financial Guaranty Insurance Company

125 Park Avenue 

New York, NY 10017 

Telephone: (212) 312-3079 

Email: laura.kegg@fgic.com

 

**EXHIBIT B**

**Form of Letter Agreement**

 

B-1 

October 3, 2008 

Residential Funding Company, LLC 

One Meridian Crossings 

Suite 100 

Minneapolis, MN 55423 

Attention: John Peterson 

GMAC Mortgage, LLC 

OneMeridian Crossings 

Suite 100 

Minneapolis, MN 55423

Attention: John Peterson 

Re: Payments andUndertakings in Consideration of Amendment to MSR Facility 

Ladies and Gentlemen: 

Reference is hereby made to that certain Loan Agreement (as amended, the “Senior Loan Agreement”) dated as of June 4, 2008 amongResidential Funding Company, LLC and GMAC Mortgage, LLC as borrowers (each, a “Borrower” and collectively, the “Borrowers”), Residential Capital, LLC, GMAC Residential Holding Company, LLC, GMAC-RFC Holding Company,LLC, Homecomings Financial, LLC, as guarantors, certain other affiliates of the Borrowers party thereto (together with the Borrowers, each an “Obligor” and collectively, the “Obligors”), Wells Fargo Bank, N.A. asfirst priority collateral agent and GMAC LLC (“GMAC”) as lender agent (in such capacity, the “Lender Agent”) and as initial lender (in such capacity, the “Initial Lender”). Capitalized terms usedbut not defined herein shall have the meanings given to such terms in the Senior Loan Agreement. 

In addition to the Senior Loan Agreement,the Borrowers and GMAC have entered into a certain a Loan and Security Agreement dated as of April 18, 2008 (as amended, the “MSR Agreement”). The Borrowers have requested that GMAC enter into Amendment No. 5 to the MSRAgreement (the “Fifth Amendment”) as of the date hereof. In consideration for its entry, in its capacity as lender under the MSR Agreement, into the Fifth Amendment, GMAC has requested and discussed with the Borrowers that theyundertake certain actions permitted and contemplated under the Senior Loan Agreement, and this letter agreement confirms the agreement of the Borrowers, the Lender Agent and the Initial Lender with respect thereto. 

By their signatures hereto, for due consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Borrowers hereby covenants,undertakes and agrees to take the following actions under the Senior Loan Agreement notwithstanding any provisions thereunder to the contrary: 

(a) The Borrowers agree to make an optional prepayment of Loans pursuant to Section 2.09 of the Senior Loan Agreement on the date hereof in an aggregate amount of $146,681,798 

from amounts currently on deposit in the Sales Proceeds Account. By their signatures hereto, the Borrowers acknowledge that such funds constitute Collateralpledged under the Senior Loan Agreement and the Lender Agent and the Initial Lender hereby waive any notice provisions with respect to such repayment; and 

(b) The Borrowers agree that, notwithstanding anything to the contrary in Section 4.02 of the Senior Loan Agreement, they will (a) apply all funds on deposit in Sales Proceeds Accounts (other thanSales Proceeds Accounts holding Net Cash Proceeds solely with respect to the English Note and the Dutch Note and their Supporting Assets) at the end of each Business Day to the repayment of Loans on the immediately following Business Day and(b) apply all funds on deposit in Sales Proceeds Accounts holding Net Cash Proceeds solely with respect to the English Note and the Dutch Note and their Supporting Assets to the repayment of Loans within two Business Days of the deposit thereofto such account. To the extent that the Borrowers subsequently document in a manner acceptable to the Lender Agent in its discretion that funds were incorrectly deposited into a Sales Proceeds Account and used to repay Loans, the Lender Agent willauthorize the Borrowers to withdraw funds then on deposit in the Sales Proceeds Accounts in an amount equal to such incorrect deposit rather than use such funds to repay Loans as otherwise required by this clause (b). By their signatureshereto, the Borrowers acknowledge that the funds on deposit in the Sales Proceeds Account and any Net Cash Proceeds received by them constitute Collateral pledged under the Senior Loan Agreement. 

Each of the Borrowers hereby represents and warrants that no Default or Event of Default has occurred and is continuing. Except as specifically set forthin this letter agreement, the Senior Loan Agreement and the other Facility Documents remain in full force and effect. Neither the execution, delivery nor effectiveness of this letter agreement shall operate as a waiver of any Default or Event ofDefault (whether or not known to the Lender Agent or any Lender) or any right, power or remedy of the Lender Agent or any Lender of any provision contained in the Senior Loan Agreement or any other Facility Document, whether as a result of anyDefault or Event of Default or otherwise. 

[signature pages follow] 

This letter agreement may be executed in any number of counterparts and by different parties hereto inseparate counterparts, each of which when so executed shall be deemed to be an original (whether such counterpart is originally executed or an electronic copy of an original) and all of which when taken together shall constitute one and the sameagreement. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (BUT WITH REFERENCE TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW,WHICH BY ITS TERMS APPLIES TO THIS AGREEMENT). 

 
Very truly yours,GMAC LLC, as Lender AgentBy 
 
Name: Title: GMAC LLC, as LenderBy 
 
Name: Title: 
Acknowledged, Consented and Agreed the date first written above:RESIDENTIAL FUNDING COMPANY, LLC, as BorrowerBy 
 
Name: Title: GMAC MORTGAGE, LLC, as BorrowerBy 
 
Name: Title: