**Exhibit 10.16**

FOURTH AMENDMENT AGREEMENT 

Dated as of December 12, 2008 

by and among 

RESIDENTIAL FUNDING COMPANY,LLC, 

as Borrower, 

GMACMORTGAGE, LLC, 

as Borrower, 

RESIDENTIAL CAPITAL, LLC AND CERTAIN OTHER 

AFFILIATES OF THE BORROWERS PARTY HERETO, 

as Guarantors or Obligors, 

and 

GMAC LLC, 

as Initial Lender and as LenderAgent 

This FOURTH AMENDMENT AGREEMENT (this “Agreement”) dated as of December 12, 2008(the “Amendment Effective Date”), is by and among Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), GMAC Mortgage, LLC, a Delaware limited liability company (“GMACMortgage” and, together with RFC, each a “Borrower” and, collectively, the “Borrowers”), Residential Capital, LLC and the other Affiliates of the Borrowers party hereto as Guarantors (each, a“Guarantor”), the Affiliates of the Borrower party hereto as Obligors (each, an “Obligor”), and GMAC LLC, a Delaware limited liability company, in its capacity as Initial Lender and as agent for the Lenders (in suchcapacity, the “Lender Agent”). 

Reference is hereby made to the Loan Agreement dated as of June 4, 2008 amongthe Borrowers, the Guarantors, the Initial Lender, the Lender Agent, the various other parties signatory thereto as obligors and Wells Fargo Bank, N.A (as amended and modified by the deletion and joinder of parties prior to the date hereof and asotherwise amended through November 25, 2008, the “Loan Agreement”). 

RECITALS 

1. Each of the parties hereto is a party to the Loan Agreement. 

2. The parties hereto desire to confirm certain understandings with respect to Servicing Advance Factoring Sales and reporting of reinvestments, and to make certain amendments to the Loan Agreement. 

3. Each of the parties hereto, by its signature hereto, hereby acknowledges, consents and agrees to the matters set forth herein. 

4. In consideration of the premises and mutual agreements herein contained and for good and valuable consideration, the receipt and sufficiency of whichis hereby acknowledged, the parties hereto agree as follows: 

ARTICLE I 

DEFINED TERMS 

SECTION 1.1 Capitalized terms used herein and not otherwise definedshall have the meaning set forth in the Loan Agreement. 

ARTICLE II 

MODIFICATIONS TO THE AFFECTED DOCUMENTS 

SECTION 2.1 Amendments to the LoanAgreement. Each of the parties hereto hereby consents and agrees that the Loan Agreement shall be amended as of the Amendment Effective Date as follows: 

(a) Section 2.04(b) to the Loan Agreement is amended by replacing the phrase “tenth Business Day” with the phrase“eleventh Business Day”. 

(b) Section 2.09 of the Loan Agreement is hereby amended by deleting thefollowing sentence where it occurs therein: 

“Notwithstanding anything else to the contrary contained herein, to the extent funds usedto make any prepayment pursuant to this Section 2.09 constitute funds received in respect of the repayment of, or Net Cash Proceeds of Collateral Dispositions of, Primary Collateral consisting of Servicing T&I Advances, ServicingP&I Advances or Servicing Corporate Advances, any such amounts may only be reborrowed to the extent the proceeds of any such reborrowing are used to purchase Eligible Assets consisting of Servicing T&I Advances, Servicing P&I Advances orServicing Corporate Advances that are concurrently designated as Primary Collateral in accordance with the terms of this Agreement.” 

(c) Section 2.10(c) of the Loan Agreement is hereby amended by replacing the phrase “in each case within 120 days of the receipt of such Net Cash Proceeds” with the phrase “in each casewithin 180 days (in the case of Net Cash Proceeds of Servicing Advance Factoring Sales which occurred prior to the Fourth Amendment Date) or 120 days (in the case of all other Net Cash Proceeds) of the receipt of such Net Cash Proceeds”.

(d) Section 4.02(a) of the Loan Agreement is hereby amended by adding the following language at the endthereof: 

“Funds on deposit in the Sales Proceeds Accounts (including funds consisting of Net Cash Proceeds of Collateral Dispositionson deposit in the Servicing Advances Accounts) shall be used to make mandatory repayments of Loans in accordance with Section 2.08(c) or reinvested in Reinvestment Collateral. To the extent that the Borrowers subsequently document in amanner acceptable to the Lender Agent in its discretion that funds were incorrectly deposited into a Sales Proceeds Account and used to repay Loans in accordance with Section 2.08(c), the Lender Agent will authorize the Borrowers towithdraw 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 Section 4.02(a) and Section 2.08(c).”

(e) Section 4.02(b) of the Loan Agreement is hereby amended in its entirety to read as follows: 

“The Borrowers shall designate one or more of the Sales Proceeds Accounts as “Servicing Advances Accounts”, and shall cause funds receivedin respect of the repayment of Primary Collateral consisting of Servicing P&I Advances, Servicing Corporate Advances and Servicing T&I Advances to be deposited in such Servicing Advances Accounts in accordance withSection 4.02(a). Provided that no Default has occurred and is continuing, the Borrowers may withdraw amounts on deposit in such accounts to acquire Reinvestment Collateral; provided further that the Borrowers may, from timeto time, withdraw amounts on deposit in such accounts to make prepayments of any Loan in accordance with Section 2.09 (including the restrictions on reborrowing contained therein).” 

 

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(f) Section 6.01(j) to the Loan Agreement is amended in its entirety to readas follows: 

“ (j) Accurate Reports. No written information, exhibit, financial statement, document, book, record, orreport furnished or to be furnished or caused to be furnished by such Obligor to the Lender Agent or any Lender in connection with the Facility Documents was inaccurate in any material respect as of the date it was dated or (except as otherwisedisclosed in writing to the Lenders or the Lender Agent at such time) as of the date so furnished, or contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein, inlight of the circumstances under which they were made, not misleading; provided that any such inaccuracy, misstatement or omission in any Permanent Paydown Report not included in the Monthly Collateral Report or any daily report regularlyprovided to the Lender Agent in connection with this Loan Agreement shall not constitute a breach of this Section 6.01(j) if such calculation was prepared in good faith, based on the actual knowledge of the ResCap treasury group locatedin Minneapolis, MN available at the time and in accordance with ResCap’s general accounting and business policies as in effect as of the date such information was furnished. 

(g) Section 7.01(g) to the Loan Agreement is amended by deleting the phrase “, a Reinvestment Schedule” therein.

(h) Section 7.01(o) to the Loan Agreement is amended in its entirety to read as follows: 

“ (o) REO Property. With respect to any Primary Collateral consisting of REO Property (other than REO Property held by BCG), theObligors will obtain a broker price opinion every ninety (90) days to the extent required under the Servicing Guidelines for so long as such Primary Collateral is retained.” 

(i) Section 7.02(r) is hereby deleted in its entirety. 

(j) Section 7.02(s) is hereby deleted in its entirety. 

(k) The Loan Agreement is hereby amended by adding the following new Section immediately after Section 2.10: 

“Section 2.11 Tracking of Paydown Amounts. 

(a) From and after the Fourth Amendment Date, the Borrowers shall produce regular reports tracking on a daily basis the actual or scheduled permanent reductions in the Commitment Amount pursuant toSection 2.10(c) together with necessary supporting information in spreadsheet form (including, but not limited to, information about designated or acquired Reinvestment Collateral, Retained Proceeds, containing separate tracking of NetCash Proceeds of Servicing Advance Factoring Sales and the then current Commitment Amount) (the “Permanent Paydown Report”). The Permanent Paydown report shall be in the form previously provided to the Lender Agent, which form maybe periodically changed by the Borrowers from time to time; provided that after any such changes, the Lender Agent may request reasonable 

 

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modifications to the modified form to clarify or maintain the information provided in such Report prior to the Borrower’s changes. The Borrowers shallprovide the current Permanent Paydown Report at any time to the Lender Agent at the Lender Agents request, and shall in any event provide a Permanent Paydown Report to the Lender Agent at least once in each calendar week. A Permanent Paydown Reportshall be delivered in connection with each Monthly Collateral Report, and such Permanent Paydown Report shall be included in any certifications in connection with the Monthly Collateral Report. If any Lender shall question the validity of the datesor amounts of any actual or scheduled permanent reductions in the Commitment Amount pursuant to Section 2.10(c) reported in a Permanent Paydown Report, the Borrowers shall work with the Lender Agent in good faith to resolve suchquestion; provided that if such question cannot be resolved in 30 days, the determination of the Lender Agent as to the disputed information shall govern and be binding on the parties hereto. 

(b) The Borrowers hereby certify that (i) as of and through the opening of business on the Fourth Amendment Date, the aggregate reductions in theCommitment Amount since June 4, 2008 pursuant to Section 2.10(c) equaled $358,551,953 and (ii) as of the Fourth Amendment Date, the Commitment Amount is $3,141,448,047. 

(c) For the avoidance of doubt, for the purposes of determining actual or scheduled permanent reductions in the Commitment Amount pursuant toSection 2.10(c), the value of any Reinvestment Collateral which is designated or acquired by any Obligor shall be attributed to the oldest Prepayment Amount that remains outstanding in order to reduce the potential reduction in theCommitment Amount as contemplated under Section 2.10(c) and that is associated with such Prepayment Amount; provided however that the value of any Reinvestment Collateral which is designated or acquired by any Obligor consistingof Servicing P&I Advances, Servicing Corporate Advances and Servicing T&I Advances may be applied to the oldest Prepayment Amount or oldest outstanding Collateral Disposition consisting of Servicing Advance Factoring Sales as reported in thePermanent Paydown Report.” 

SECTION 2.2 Amendments to Definitions. The following definitions in Schedule 1.01 to theLoan Agreement are hereby amended as follows: 

(a) The definition of “Applicable Deposit Date” is hereby amendedin its entirety to read as follows: 

“Applicable Deposit Date” means, in the case of any Net Cash Proceeds of a CollateralDisposition or Collections relating to an Asset, (a) the day such funds are received if such Net Cash Proceeds or Collections exceed $100,000,000 or (b) in all other cases, either five Business Days (in the case of Collections on, or NetCash Proceeds of Collateral Dispositions of, REO Property, or relating to the English Note or the Dutch Note) or three Business Days (in the case of Collections on, or Net Cash Proceeds of Collateral Dispositions of, any other Collateral) after suchfunds are received. 

(b) The definition of “Deferral Period” is hereby deleted in its entirety. 

 

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(c) The definition of “Mandatory Repayment Date” is hereby amended in itsentirety to read as follows: 

“Mandatory Repayment Date” means, with respect to any Collateral Disposition, the BusinessDay immediately following the Business Day the Net Cash Proceeds of such Collateral Disposition are deposited, or should have been deposited, in the applicable Sales Proceeds Account; provided, however, that to the extent that aCollateral Disposition occurring prior to the Fourth Amendment Date consists of a Servicing Advance Factoring Sale, the Mandatory Repayment Date with respect to such Collateral Disposition shall be 180 days after the date of such CollateralDisposition; provided further that to the extent that a Collateral Disposition occurring after the Fourth Amendment Date but prior to January 28, 2009 consists of a Servicing Advance Factoring Sale, the Mandatory Repayment Date withrespect to such Collateral Disposition shall be the earlier of February 1, 2009 or 120 days after the date of such Collateral Disposition. 

(d) The definition of “Reinvestment Collateral” is hereby amended in its entirety to read as follows: 

“Reinvestment Collateral” means (i) Eligible Assets acquired as Permitted Consideration for a Collateral Disposition, (ii) Servicing P&I Advances, Servicing Corporate Advances and Servicing T&I Advancesarising under an Eligible Servicing Advances Agreement and (iii) other Eligible Assets acquired with Net Cash Proceeds of a Collateral Disposition or otherwise designated by the Borrowers as new Primary Collateral or Supporting Assets toreplace the assets subject to a Collateral Disposition, which Reinvestment Collateral shall be included in any Permanent Paydown Reports; provided that the failure to include such Reinvestment Collateral on any Permanent Paydown Report shallnot relieve the Obligors of any of their obligations to treat assets acquired as Permitted Consideration for a Collateral Disposition or with Net Cash Proceeds of a Collateral Disposition as Primary Collateral or to comply with the provisions of theFacility Documents relating to Primary Collateral. 

(e) The definition of “Servicing Advance Exception End Date”is hereby deleted in its entirety. 

(f) The definition of “Servicing Advance Exception Funds” is hereby deleted inits entirety. 

(g) The definition of “Servicing Advance Exception Limit” is hereby deleted in its entirety.

SECTION 2.3 New Definitions. Schedule 1.01 to the Loan Agreement is hereby amending by adding the following new definitionsin the appropriate alphabetical location therein: 

“Agency” means Freddie Mac, Fannie Mae or Ginnie Mae. 

“Permanent Paydown Report” has the meaning set forth in Schedule 2.11(a). 

“Fourth Amendment Date” means December 12, 2008. 

 

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“Servicing Guidelines” means the policies and procedures of ResCap, its Subsidiaries andsubservicers in servicing Mortgage Loans and REO properties, which policies and procedures meet the parameters set forth in Section 7.01(p). 

SECTION 2.4 Amendment to Collateral Value Calculation. Schedule 2.04 to the Loan Agreement is hereby amended by amending clause (s) contained therein in its entirety to read as follows: 

“ (s) 50% of the Value of REO Property owned by REO Owner or Model Homes owned by MHF or its Subsidiary, provided in each case that suchownership interest has been submitted for recordation in the applicable real estate records.” 

SECTION 2.5 Amendment to RequiredReports. Schedule 7.01(g) to the Loan Agreement is hereby amended by (a) replacing the phrase “tenth Business Day” with the phrase “eleventh Business Day” and (b) adding as a new item “Permanent PaydownReport”. 

ARTICLE III 

CONDITIONS TO EFFECTIVENESS 

SECTION 3.1 Amendment Effective Date. This Agreement and the provisions contained herein shallbecome effective as of the date hereof provided that the Lender Agent shall have, in form and substance satisfactory to them, received an original counterpart (or counterparts) of this Agreement executed by each of the parties hereto.

ARTICLE IV 

THIRD AMENDMENT,CANADIAN ENTITIES DISSOLUTION, NOTICE, 

RESERVATION OF RIGHTS, CONFIRMATION, ACKNOWLEDGEMENT, RELEASE 

AND REPRESENTATIONS AND WARRANTIES 

SECTION4.1 Correction of Third Amendment. Each of the parties hereto were party to the Third Amendment Agreement, dated November 25, 2008 (the “Third Amendment”) to the Loan Agreement, and each of the parties hereto herebyacknowledges and agrees that the Third Amendment contained an inadvertent omission, and that the Third Amendment was intended to include the language set forth in the change pages attached hereto as Exhibit A to this Agreement, and herebyacknowledges and agrees that the Third Amendment, as so corrected, accurately represents the intent of the parties to the Third Amendment. 

SECTION 4.2 Consent to Dissolution of Canadian entities. Each of the Obligors hereby represent, warrant and agree that Residential Funding of Canada Finance ULC (“RFOC”) and RFOC Financeco ULC(“Financeco”, and together with RFOC, the “Canadian ULCs”) (i) do not have, and are not expected to have, any material assets, (ii) do not own or have title to, and will not own or have title to, anyPrimary Collateral and (iii) are not Obligors. By their signature hereto and in reliance on the foregoing, the Lender Agent and the Lender hereby consent to the dissolution of the Canadian ULCs. 

SECTION 4.3 Notice. Each Obligor hereto hereby acknowledges timely notice of the execution of this Agreement and of the transactions andamendments contemplated hereby. Each party hereto hereby waives any notice requirement contained in the Facility Documents with respect to the execution of this Agreement. 

 

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SECTION 4.4 Reservation of Rights. The Obligors each hereby acknowledge and agree that none ofthis Agreement, the making of any loan under the Loan Agreement by GMAC LLC and GMAC LLC’s or the Lender Agent’s consent thereto either before or after the Effective Date shall constitute (w) an approval of the accuracy of all or anyportion of any Borrower funding request or related certification, (x) a waiver or forbearance by GMAC LLC or the Lender Agent under any of the Facility Documents, (y) the acceptance by any Lender or the Lender Agent of any course ofconduct by any Obligor or any other Person or (z) an agreement by GMAC LLC or the Lender Agent to amend any of the Facility Documents without all required approvals or related certification. The Obligors each hereby further acknowledge andagree that GMAC LLC and the Lender Agent reserve all rights, remedies and options under the Facility Documents to require either Borrower to satisfy in all respects the conditions relating to the making of any loan under the Facility Documents andeach Obligor to perform all of its obligations under the Facility Documents which are then due and owing or are susceptible of performance, as the case may be. 

SECTION 4.5 Confirmation of the Subject Documents. The Obligors each hereby acknowledge and agree that, except as herein expressly amended, the Loan Agreement and each other Facility Document are each ratifiedand confirmed in all respects and shall remain in full force and effect in accordance with their respective terms. Without limiting the foregoing, each Obligor ratifies and reaffirms (a) its grant of a security interest in all the Collateral(as defined in the Loan Agreement) pledged by it, and represents, confirms and agrees that such security interest is a first priority perfected security interest (subject in the case of Collateral under the Revolving Loan Agreement to ApprovedExceptions) securing all Obligations (as defined in the Loan Agreement) and (b) all of its other obligations under the Facility Documents executed and delivered by it. 

SECTION 4.6 Representations and Warranties. By its signature hereto, each Obligor hereby represents and warrants that, before and after givingeffect to this Agreement, as follows: 

(a) Its representations and warranties set forth in the Facility Documents(as amended hereby) are true and correct as if made on the date hereof, except to the extent they expressly relate to an earlier date, and except for matters that have been disclosed to the Lender Agent in writing; it being understood thatsolely for the purpose of this Agreement and as of the date hereof, the Obligors shall not be required to make the representation and warranty set forth in Section 6.01(h) of the Loan Agreement. 

(b) No Default (as defined in the Loan Agreement) has occurred and is continuing. 

ARTICLE V 

MISCELLANEOUS 

SECTION 5.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF 

 

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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 ITSTERMS APPLIES TO THIS AGREEMENT). 

SECTION 5.2 Execution in Counterparts. This Agreement may be executed in any number ofcounterparts and by different parties hereto in separate 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 each party heretoexpressly waives its rights to receive originally executed documents) and all of which when taken together shall constitute one and the same agreement. 

SECTION 5.3 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

SECTION 5.4 Entire Agreement. This Agreement, the Loan Agreement and the other Facility Documents embody the entire agreement andunderstanding of the parties hereto and supersede any and all prior agreements, arrangements and understanding relating to the matters provided for herein. 

SECTION 5.5 Captions. The various captions in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. 

SECTION 5.6 Severability. If any provision of this Agreement, or the application thereof to any party or any circumstance, is held to beunenforceable, invalid or illegal (in whole or in part) for any reason (in any jurisdiction), the remaining terms of this Agreement, modified by the deletion of the unenforceable invalid or illegal portion (in any relevant jurisdiction), willcontinue in full force and effect, and such unenforceability, invalidity or illegality will not otherwise affect the enforceability, validity or legality of the remaining terms of this Agreement so long as this Agreement, as so modified, continuesto express, without material change, the original intentions of the parties as to the subject matter hereof and the deletion of such portion of this Agreement will not substantially impair the respective expectations of the parties or the practicalrealization of the benefits that would otherwise be conferred upon the parties. 

 

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SECTION 5.7 SUBMISSION TO JURISDICTION. EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVEJURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES,TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN ANINCONVENIENT FORUM. EACH PARTY HERETO HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR ANY DOCUMENT DELIVERED PURSUANT HERETO BY THE MAILING OF A COPY THEREOF BY REGISTERED OR CERTIFIEDMAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS RESPECTIVE ADDRESS SPECIFIED AT THE TIME FOR NOTICES UNDER THIS AGREEMENT OR TO ANY OTHER ADDRESS OF WHICH IT SHALL HAVE GIVEN WRITTEN OR ELECTRONIC NOTICE TO THE OTHER PARTIES. THE FOREGOINGSHALL NOT LIMIT THE ABILITY OF ANY PARTY HERETO TO BRING SUIT IN THE COURTS OF ANY JURISDICTION. 

[REMAINDER OF PAGE INTENTIONALLY LEFTBLANK] 

 

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officersthereunto duly authorized, as of the date first above written. 

 
RESIDENTIAL FUNDING COMPANY, LLC,as BorrowerBy: 
/s/ John M. Peterson
Name: John M. PetersonTitle: TreasurerGMAC MORTGAGE, LLC,as BorrowerBy: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Treasurer
 
 S-1 *Fourth Loan Agreement Amendment*
GMAC LLC,as Lender Agent and as Initial LenderBy: 
/s/ David C. Walker
Name: David C. WalkerTitle: Group Vice President and Treasurer
 
 S-2 *Fourth Loan Agreement Amendment*
Acknowledged and Agreed:
RESIDENTIAL CAPITAL, LLC,

asGuarantor
By: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Assistant TreasurerGMAC RESIDENTIAL HOLDING COMPANY, LLC, as GuarantorBy: 
/s/ John M. Peterson
Name: John M. PetersonTitle: TreasurerGMAC-RFC HOLDING COMPANY, LLC,as GuarantorBy: 
/s/ John M. Peterson
Name: John M. PetersonTitle: TreasurerHOMECOMINGS FINANCIAL, LLC,as GuarantorBy: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Treasurer
 
 S-3 *Fourth Loan Agreement Amendment*
Acknowledged and Agreed:RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC, as ObligorBy: 
/s/ John M. Peterson
Name: John M. PetersonTitle: TreasurerRESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC, as ObligorBy: 
/s/ John M. Peterson
Name: John M. PetersonTitle: TreasurerHOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC, as ObligorBy: 
/s/ John M. Peterson
Name: John M. PetersonTitle: TreasurerEQUITY INVESTMENT I, LLC,as ObligorBy: 
/s/ Donald Pierce
Name: Donald PierceTitle: Vice President
DEVELOPERS OF HIDDEN SPRINGS, LLC,

asObligor
By: 
/s/ Donald Pierce
Name: Donald PierceTitle: Vice President
 
 S-4 *Fourth Loan Agreement Amendment*
DOA HOLDING PROPERTIES, LLC,as ObligorBy: 
/s/ Donald Pierce
Name: Donald PierceTitle: Vice PresidentRFC ASSET HOLDINGS II, LLC,as ObligorBy: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Treasurer
PASSIVE ASSET TRANSACTIONS, LLC,

as Obligor
By: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Treasurer
GMAC MODEL HOME FINANCE I, LLC,

as Obligor
By: 
/s/ Donald Pierce
Name: Donald PierceTitle: Vice President
EQUITY INVESTMENT IV, LLC,

asObligor
By: 
/s/ Donald Pierce
Name: Donald PierceTitle: Vice President
 
 S-5 *Fourth Loan Agreement Amendment*
AMERILAND, LLC,as ObligorBy: REG-PFH, LLC, its sole memberBy: 
/s/ Donald Pierce
Name: Donald PierceTitle: Vice President
REG-PFH, LLC,

asObligor
By: 
/s/ Donald Pierce
Name: Donald PierceTitle: Vice President
HOME CONNECTS LENDING SERVICES, LLC,

asObligor
By: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Treasurer
MINT I, LLC,

as Obligor
By: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Treasurer
MINT I VFN HOLDINGS, LLC,

asObligor
By: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Treasurer
GMACR MORTGAGE PRODUCTS, LLC,

as Obligor
By: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Treasurer
 
 S-6 *Fourth Loan Agreement Amendment*
DITECH, LLC,as ObligorBy: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Treasurer
RESIDENTIAL CONSUMER SERVICES, LLC,

asObligor
By: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Treasurer
GMAC MORTGAGE USA CORPORATION,

as Obligor
By: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Treasurer
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,

as Obligor
By: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Treasurer
 
 S-7 *Fourth Loan Agreement Amendment*
RFC ASSET MANAGEMENT, LLCas ObligorBy: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Treasurer
RFC SFJV-2002, LLC,

asObligor
By: RFC ASSET MANAGEMENT, LLC, its sole memberBy: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Treasurer
RCSFJV2004, LLC,

asObligor
By: RFC ASSET MANAGEMENT, LLC, its sole memberBy: 
/s/ John M. Peterson
Name: John M. PetersonTitle: Treasurer
 
 S-8 *Fourth Loan Agreement Amendment*

Exhibit A to Fourth Amendment 

**[Change Pages to Third Amendment]**

(i) the principal amount of each Servicing Corporate Advance, Servicing P&I Advanceand Servicing T&I Advance (collectively, “Servicing Advances”) that was the subject of Servicing Advance Factoring Sales from the start of the Deferral Period to the date hereof, and the sum of all such principal amounts;

(ii) the Net Cash Proceeds of each such Servicing Advance Factoring Sale, and the sum of all such proceeds; 

(iii) the date and amount of all collections on such Servicing Advances received by GMAC, as purchaser of such Servicing Advances;

(iv) the extent to which such Net Cash Proceeds have been reinvested in new Servicing Advances that became ReinvestmentCollateral, no less frequently than on a monthly basis, the aggregate amount of all such reinvestments and, in the case of certain Servicing T&I Advances and Servicing Corporate Advances that became Reinvestment Collateral, the date and amountof each such reinvestment and the related Servicing Advances; 

(v) extent to which any such Servicing Advances included inReinvestment Collateral were the subject of subsequent Servicing Advance Factoring Sales, and the date and amount of each such sale; 

(vi) the aggregate amount of Net Cash Proceeds of Servicing Advance Factoring Sales that have not been reinvested in Servicing Advances; 

(vii) the aggregate amount of such Net Cash Proceeds that have been deposited in the Sales Proceeds Account, including any portion of such amount applied to the repayment of Loans pursuant toSection 2.08(c) of the Loan Agreement; and 

(viii) the aggregate amount of such Net Cash Proceeds that have notbeen reinvested in Servicing Advances that became Reinvestment Collateral or applied to the repayment of Loans. 

SECTION 2.2 DeferralPeriod. The date “December 1, 2008” appearing in clause (i) of the definition of “Deferral Period” is hereby deleted and replaced with the date “December 12, 2008”. 

**SECTION 2.3 Mandatory Repayment Date. The date “December 1, 2008” as it appears in the definition of “Mandatory Repayment Date”is hereby deleted each time it occurs therein and replaced with the date “December 12, 2008”.**

ARTICLE III 

CONDITIONS TO EFFECTIVENESS 

SECTION 3.1Amendment Effective Date. This Agreement and the provisions contained herein shall become effective as of the date hereof provided that the Lender Agent