exv10w11






Exhibit 10.11




EXECUTION VERSION




FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY




dated as of




June 4, 2008




among




RESIDENTIAL FUNDING COMPANY, LLC,

GMAC MORTGAGE, LLC

and certain of their Affiliates from time to time parties hereto,

as Grantors




GMAC, LLC, as Lender and

Lender Agent




and




WELLS FARGO BANK, N.A.,

as First Priority Collateral Agent




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	1.
	 	Definitions	 	 	2	 
	2.
	 	Grant of Security Interest by Borrowers, the Guarantors and Model Home	 	 	7	 
	3.
	 	Grant of Security Interest by Equity Pledgors	 	 	9	 
	4.
	 	Grant of Security Interest by FABS Grantors	 	 	11	 
	5.
	 	Grant of Security Interest by Additional Account Parties	 	 	11	 
	6.
	 	Representations and Warranties	 	 	12	 
	7.
	 	Grantor Remains Liable; Nature of Security Interest; Subrogation, etc.	 	 	15	 
	8.
	 	Collections, etc.	 	 	16	 
	9.
	 	Release	 	 	17	 
	10.
	 	Agreements of the Grantors	 	 	17	 
	11.
	 	Agreement as to Investment Property; Voting	 	 	21	 
	12.
	 	Defaults and Events of Default; Remedies	 	 	24	 
	13.
	 	Limitation on Duty in Respect of Collateral	 	 	27	 
	14.
	 	Special Provisions Relating to the First Priority Collateral Agent	 	 	28	 
	15.
	 	General	 	 	36	 
	16.
	 	Equity Ownership of Model Homes	 	 	39	 
	17.
	 	Foreign Pledge Agreements	 	 	40	 






-i-









 






FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




     THIS FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (this
“Agreement”) dated as of June 4, 2008, is among Residential Funding Company, LLC, a
Delaware limited liability company (“RFC”), and GMAC Mortgage, LLC, a Delaware limited
liability company (“GMAC Mortgage; and together with RFC, each a “Borrower” and
collectively, the “Borrowers”); Residential Capital, LLC, a Delaware limited liability
company (“ResCap”), Homecomings Financial, LLC, a Delaware limited liability company
(“Homecomings”), GMAC-RFC Holding Company, LLC, a Delaware limited liability company
(“RFC Holdings”), and GMAC Residential Holding Company, LLC, a Delaware limited liability
company (“Residential”; and each of ResCap, Homecomings, RFC Holdings, and Residential
herein a “Guarantor” and collectively, the “Guarantors”); GMAC Model Home Finance,
LLC, a Delaware limited liability company (“Model Home”); Developers of Hidden Springs,
LLC, a Delaware limited liability company (“Developers”) and DOA Holding Properties, LLC, a
Delaware limited liability company (“DOA” and each of Developers and DOA, herein is an
“Equity Pledgor” and collectively, the “Equity Pledgors”); RFC Asset Holdings II,
LLC, a Delaware limited liability company (“RAHI”), and Passive Asset Transactions, LLC, a
Delaware limited liability company (“PATI”; and each of RAHI and PATI is herein a “FABS
Grantor” and collectively, the “FABS Grantors”); Residential Mortgage Real Estate
Holdings, LLC, a Delaware limited liability company (“Residential Mortgage”), Residential
Funding Real Estate Holdings, LLC, a Delaware limited liability company (“Residential
Funding”), Homecomings Financial Real Estate Holdings, LLC, a Delaware limited liability
company (“Homecomings Financial”), and Equity Investment I, LLC, a Delaware limited
liability company (“Equity I”; and each of Residential Mortgage, Residential Funding,
Homecomings Financial and Equity I is herein an “Additional Account Party” and
collectively, the “Additional Account Party”); and each other Person that agrees to become
a “Grantor” by executing and delivering a Joinder Agreement pursuant to Section 15 (each
Borrower, each Guarantor, Model Home, each Equity Pledgor, each FABS Grantor, each Additional
Account Party and each such other Person is herein a “Grantor” and collectively, the
“Grantors”); GMAC, LLC, a Delaware limited liability company, as Lender Agent and a Lender;
and Wells Fargo Bank, N.A., as first priority collateral agent (together with its successor(s)
thereto in such capacity, the “First Priority Collateral Agent”) for the Lender Parties.



WITNESSETH:




     WHEREAS, pursuant to the Loan Agreement, dated as of the date hereof, among the Borrowers, the
Guarantors, and GMAC LLC, as Lender Agent and initial Lender, and certain other financial
institutions and Persons from time to time party thereto as Lenders (as amended, supplemented,
restated or otherwise modified from time to time, the “Loan Agreement”), the Lenders
thereunder have agreed to make loans to the Borrowers;



     WHEREAS, the Guarantors have pursuant to Article XI of the Loan Agreement guaranteed all
“Obligations” as defined in the Loan Agreement (each such guaranty so made by a Guarantor, herein
its “Guaranty”);



     WHEREAS, as a requirement under the Loan Agreement and the making of the Loans under the Loan
Agreement, the Grantors are required to execute and deliver this Agreement;



First Priority Pledge and Security Agreement

and Irrevocable Proxy




 









 








     WHEREAS, each Grantor has duly authorized the execution, delivery and performance of this
Agreement; and



     WHEREAS, it is in the best interests of each Grantor to execute this Agreement inasmuch as
each Grantor will derive substantial direct and indirect benefits from the Loans made from time to
time to the Borrowers;



     NOW, THEREFORE, for and in consideration of any loan, advance or other financial accommodation
heretofore or hereafter made to the Borrowers and/or the Grantors under or in connection with the
Loan Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:



     1. Definitions. When used herein and unless the context otherwise requires, (a)
capitalized terms which are not otherwise defined herein have the meanings assigned to such terms
in Schedule 1.01 to the Loan Agreement; (b) the terms Account, Account Debtor, Certificated
Security, Chattel Paper, Commercial Tort Claim, Commodity Account, Commodity Contract, Deposit
Account, Document, Electronic Chattel Paper, Equipment, Financial Assets, Fixture, General
Intangibles, Goods, Health Care Insurance Receivables, Instrument, Inventory, Investment Property,
Letter of Credit, Letter-of-Credit Rights, Money, Proceeds, Security, Security Entitlement,
Securities Account, Supporting Obligations and Uncertificated Security have the respective meanings
assigned thereto in Article 8 or Article 9 of the UCC (as defined below); and (c) the following
terms have the following meanings (such definitions to be applicable to both the singular and
plural forms of such terms):



     Assigned Documents means the Note Issuance Facility Deed, the Deed of Charge, the UK
Note and any other Facility Document to which Residential Capital, LLC is a party.



     Bailment Collateral shall have the meaning given such term in the Intercreditor
Agreement.



     Collateral means, with respect to any Grantor, all property and rights of such Grantor
in which a security interest is granted pursuant to Sections 2, 3, 4 and
5.



     Collateral Control Agent shall have the meaning given such term in the Intercreditor
Agreement.



     Computer Hardware and Software means, with respect to any Grantor, all of such
Grantor’s rights (including rights as licensee and lessee) with respect to: (a) computer and other
electronic data processing hardware, including all integrated computer systems, central processing
units, memory units, display terminals, printers, features, computer elements, card readers, tape
drives, hard and soft disk drives, cables, electrical supply hardware, generators, power
equalizers, accessories, peripheral devices and other related computer hardware; (b) all software
programs designed for use on the computers and electronic data processing hardware described in
clause (i) above, including, without limitation, all operating system software, utilities
and application programs in whatsoever form (source code and object code in magnetic tape, disk or
hard copy format or any other listings whatsoever); (c) any firmware associated with any of the
foregoing; and (d) any documentation for hardware, software and firmware described in clauses
(a), (b) and (c) above, including, without limitation, flow charts, logic diagrams,
manuals, specifications, training materials, charts and pseudo codes.



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     Deed of Charge means the deed of charge and assignment made on or about the date
hereof between, amongst others, the UK SPE, Residential Capital, LLC and the Security Trustee.



     Distributions means all dividends of stock, membership interests or other ownership
interests, liquidating dividends, shares of stock resulting from (or in connection with the
exercise of) stock splits, reclassifications, warrants, options, non-cash dividends, mergers,
consolidations, and all other distributions (whether similar or dissimilar to the foregoing) on or
with respect to any Pledged Share, Pledged Interest or other shares of capital stock, member
interest or other ownership interests or security entitlements constituting Collateral, but shall
not include Dividends.



     Dividends means cash dividends and cash distributions with respect to any Pledged
Share or any Pledged Interest made in the ordinary course of business and not as a liquidating
dividend.



     Dutch Assets means the Dutch Memberships Interests and Dutch VFLN Receivables.



     Dutch Membership Interests means 65% of any and all rights, claims (vorderingsrechten)
and interests of each of Residential Funding Company, LLC and GMAC-RFC Holding Company, LLC in
their capacity as member (lid) of GMAC RFC International Holdings Coöperatief U.A. under or in
connection with their membership (lidmaatschap).



     Dutch VFLN Receivables means any and all rights and claims (vorderingsrechten)
(including but not limited to a right of recourse (regres) or subrogation (subrogatie)) whether
present or future, whether actual or contingent, of Residential Capital, LLC under or in connection
with (i) the VFLN Agreement entered into by and between, amongst others, the Residential Capital,
LLC, GX CE Funding B.V. and Stichting Security Trustee GX CE Funding, (ii) each VFLN Note and (iii)
the VFLN Trust Deed.



     Excluded Assets means, with respect to any Grantor and to the extent such Property
does not constitute Primary Collateral, the following Property: (a) Goods securing purchase money
indebtedness or capital lease obligations to the extent such purchase money indebtedness or capital
lease obligations prohibit the granting of a security interest on such assets; (b) voting capital
stock of controlled foreign corporations (as defined in the Internal Revenue Code) in excess of
sixty-five percent (65%) of the voting rights of such corporations including without limitation
GMAC-RFC Australia Pty Limited and GMAC RFC International Holdings Coöperatief U.A. (or any other
controlled foreign corporation identified in writing by a Grantor to the First Priority Collateral
Agent); (c) any asset, including any account, note, contract, lease, financing arrangement, general
intangible, equity investment, interests in joint ventures or other agreement to the extent that
the grant of a security interest therein would violate applicable Requirements of Law, result in
the invalidation thereof or provide any party thereto with a right of termination or default with
respect thereto or with respect to any Bilateral Facility to which such asset is subject as of the
Closing Date (in each case, after giving effect to applicable provisions of the UCC and other
applicable Requirements of Law and principles of equity); (d) any trademark applications filed in
the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such
trademark, unless and until acceptable evidence of use of the trademark had been filed with the
United States Patent and Trademark Office pursuant to Section 1(c) or 1(d) of the Lanham Act (15
U.S.C. 1051, et seq.) to the extent that granting a lien in such trademark application prior to such filing
would adversely affect the enforceability of validity of such trademark application; (e) proceeds
and



3









 







products of any and all of the foregoing excluded assets described in clause (a)
through (d) above only to the extent such proceeds and products would constitute property
or assets of the type described in clause (a) through (d) above; and (f) the Exempt
Cash Reserve Account and any proceeds and products thereof.



     General Intangibles means, with respect to any Grantor, all of such Grantor’s “general
intangibles” as defined in the UCC and, in any event, includes (without limitation) all of such
Grantor’s licenses, franchises, tax refund claims, guarantee claims, security interests and rights
to indemnification.



     Intellectual Property means all past, present and future: trade secrets and other
proprietary information; rights in customer lists; trademarks, service marks, business names, trade
names, domain names, designs, logos, and/or other source and/or business identifiers and the
goodwill of the business relating thereto and all registrations or applications for registrations
which have heretofore been or may hereafter be issued thereon throughout the world (including
without limitation the tradename “DITECH”); copyrights (including, without limitation, copyrights
for computer programs) and copyright registrations or applications for registrations which have
heretofore been or may hereafter be issued throughout the world; inventions (whether or not
patentable); patent applications and patents; industrial designs, industrial design applications
and registered industrial designs; rights in license agreements related to any of the Intellectual
Property and income therefrom; the right to sue for all past, present and future infringements of
any of the foregoing; all common law and other rights throughout the world in and to all of the
foregoing; and the right to obtain all reissues, extensions or renewals of the foregoing.



     Intercreditor Agreement means that certain Intercreditor Agreement, dated on or before
June 6, 2008 as of the date hereof, among Wells Fargo Bank, N.A., in its capacity as First Priority
Collateral Agent, Wells Fargo Bank, N.A., in its capacity as Second Priority Collateral Agent,
Wells Fargo Bank, N.A., in its capacity as Third Priority Collateral Agent, the Lender Agent and
the other parties thereto.



     Lender Parties shall have the meaning given such term in the Loan Agreement.



     Non-Tangible Collateral means, with respect to any Grantor, collectively, such portion
of such Grantor’s Collateral that constitutes Accounts, Chattel Paper, Deposit Accounts, Documents,
General Intangibles, Payment Intangibles, Investment Property, Letter-of-Credit Rights, Letters of
Credit and Supporting Obligations.



     Note Issuance Facility Deed means the note issuance facility deed made on or about the
date hereof between, amongst others, Residential Capital, LLC and the UK SPE.



     Obligations means the Obligations (as defined in the Loan Agreement).



     Pledged Interest Issuer means each Person identified in Item B of
Attachment I hereto as the Pledged Interest Issuer.



     Pledged Interests means all member interests, general or limited partnership interests
or other ownership interests of any Pledged Interest Issuer described in Item B of
Attachment I hereto, whether now existing or hereafter arising (other than Excluded
Assets); all other member interests,



4









 







general or limited partnership interests or other ownership interests issued by any Pledgor’s
Subsidiaries (other than Excluded Assets) that is hereafter from time to time pledged as Collateral
under this Agreement by a Pledgor; all registrations, certificates, articles or agreements
governing or representing any such interests; all options and other rights, contractual or
otherwise, at any time existing with respect to such interests; all distributions, cash,
instruments and other property now or hereafter received, receivable or otherwise distributed in
respect of or in exchange for any or all of such interests; and all proceeds of the foregoing.



     Pledged Note Issuer means each Person identified in Item D of Attachment
I hereto as the issuer of the Pledged Note identified opposite the name of such Person.



     Pledged Note Lien means any and all liens or security interests securing the
obligation of a Pledged Note Issuer evidenced by the applicable Pledged Note, and all collateral
subject to such liens and security interests.



     Pledged Notes means all of the promissory notes described in Item D of
Attachment I hereto, and all other promissory notes of any Pledged Note Issuer, issued by a
Pledged Note Issuer, as such promissory notes, in accordance with Section 11(j), are
amended, restated, modified or supplemented from time to time; any promissory note of any Pledged
Note Issuer taken in extension or renewal thereof or substitution therefor; all instruments or
agreements governing or representing all or any of such notes; all rights, contractual or
otherwise, at any time existing with respect to such notes; all distributions, cash, instruments
and other property now or hereafter received, receivable or otherwise distributed in respect of or
in exchange for any or all of such notes; and all proceeds of the foregoing.



     Pledged Property means all Pledged Interests, all Pledged Notes, all Pledged Shares,
all other securities, all assignments of any amounts due or to become due, all other instruments
which are now being delivered by any Pledgor to the First Priority Collateral Agent or the
Collateral Control Agent or may from time to time hereafter be delivered by any Pledgor to the
First Priority Collateral Agent or Collateral Control Agent for the purpose of pledge under this
Agreement or any other Facility Document, and all proceeds of any of the foregoing.



     Pledged Share Issuer means each Person identified in Item A of Attachment
I hereto as the issuer of the Pledged Shares identified opposite the name of such Person.



     Pledged Shares means all shares of capital stock of any Pledged Share Issuer, whether
now existing or hereafter arising (other than Excluded Assets), and all other shares of capital
stock of any direct Subsidiary of a Pledgor that is hereafter from time to time pledged as
Collateral under this Agreement by a Pledgor; all registrations, certificates, articles, or
agreements governing or representing any such interest; all options and other rights, contractual
or otherwise, at any time existing with respect to all or any of such shares; all distributions,
cash, instruments and other property now or hereafter received, receivable or otherwise distributed
in respect of or in exchange for any or all of such shares; and all proceeds of the foregoing.



     Pledgor means any Borrower, any Guarantor, any Equity Pledgor or Model Home.



5









 





     Property means any interest in any kind of property or asset, whether real, personal
or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and
contract rights.



     Security Trustee means Deutsche Trustee Company Limited in its capacity as security
trustee for the Secured Creditors (as defined in the English Security Documents).



     Servicing Contract means any agreement, whether titled a “servicing agreement,” a
“pooling and servicing agreement,” a “sale and servicing agreement,” or otherwise, pursuant to
which any Grantor is obligated to perform collection, enforcement or foreclosure services with
respect to, or to maintain and remit any funds collected from, persons obligated on any mortgage
loan or pool of mortgage loans.



     Significant Subsidiary means any Subsidiary of the ResCap (or group of Subsidiaries as
to which a specified condition applies) which meets any of the following conditions:




     (a) ResCap’s and its other Subsidiaries’ proportionate share of the total assets (after
intercompany eliminations) of the Subsidiary exceeds 10 percent of the total assets of
ResCap and its Subsidiaries on a consolidated basis as of the end of the most recently
completed fiscal year; or



     (b) the Subsidiary’s income from continuing operations before income taxes,
extraordinary items and cumulative effect of a change in accounting principle exceeds 10
percent of such income of ResCap and its Subsidiaries on a consolidated basis for the most
recently completed fiscal year.



     For purposes of this definition, a Subsidiary shall mean a Person that is controlled by ResCap
directly or indirectly through one or more intermediaries. For purposes of making any
determination or calculations, this definition shall be interpreted in accordance with the rules
and instructions of Rule 1-02 of Regulation S-X under the Securities Act of 1933 as in effect on
the Closing Date.



     Trust Deed means that certain trust deed entered into by and between, amongst others,
GX CE Funding and the Security Trustee GX CE Funding in relation to the VFLN Agreement.



     UCC means the Uniform Commercial Code as in effect from time to time in the State of
New York; provided that, as used in Section 10(a) hereof, “UCC” shall mean
the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.



     UK Note means the notes issued to Residential Capital, LLC from time to time by the UK
SPE pursuant to the Note Issuance Facility Deed (there being only one note outstanding at any
time).



     UK Note Related Security means all Liens created in favor of the Security Trustee by
the UK SPE in connection with the issuance of the UK Note.



     UK Pledged Shares means the UK Pledged Shares in each UK Pledged Shares Company which
are held by Residential Funding Company, LLC and represented by the certificates listed in



6









 







Item C of Attachment I hereto and which represent 65% of the UK Pledged Shares
held by Residential Funding Company, LLC in the relevant UK Pledged Shares Company together with
all other shares and other assets, including any moneys and other Derivative Rights (as defined in
the English Security Documents) from time to time charged to the First Priority Collateral Agent.



     UK Pledged Shares Companies means:




     (a) GMAC-RFC Holdings Limited a company incorporated in England and Wales (registered
number 03471082) whose registered office is at Eastern Gate, Brants Bridge, Bracknell,
Berkshire RG12 9BZ (“GMAC Holdings”);




     (b) GMAC-RFC Europe Limited a company incorporated in England and Wales (registered
number 03987700) whose registered office is at Eastern Gate, Brants Bridge, Bracknell,
Berkshire RG12 9BZ; (“GMAC Europe”); and




     (c) RFC Investments Limited, a company incorporated in England and Wales (registered
number 03488658) whose registered address is at Eastern Gate, Brants Bridge, Bracknell,
Berkshire RG12 9BZ (“RFC Investments”),



     and UK Pledged Share Company means any of them.



     UK SPE means Viaduct No. 7 Limited.



     VFLN Agreement means that certain variable funding loan note agreement dated June 4,
2008 and entered into by and between, amongst others, Residential Capital, LLC, GX CE Funding B.V.
and Stichting Security Trustee GX CE Funding.



     VFLN Note means any note issued by GX CE Funding B.V. to Residential Capital, LLC
under or pursuant to the VFLN Agreement.



     2. Grant of Security Interest by Borrowers, the Guarantors and Model Home. As
security for the prompt payment in full in cash and performance of all Obligations, each of the
Borrowers and the Guarantors and Model Home and each other Grantor (other than a Grantor that is an
Equity Pledgor, an FABS Grantor or an Additional Account Pledgor) hereby pledges to the First
Priority Collateral Agent for the benefit of the Lender Parties, and hereby grants a continuing
security interest to the First Priority Collateral Agent for the benefit of the Lender Parties in,
all of each such Borrower’s or Guarantor’s or Model Home’s or any such other Grantor’s right, title
and interest, in, to, and under, whether now or hereafter existing, owned or acquired and wherever
located and howsoever created, arising or evidenced, all of the following:




     (a) all Assets including, without limitation, all Financial Asset-Backed Securities,
Servicing P&I Advances, Servicing T&I Advances, Mortgage Loans and Incremental Advances of a
type specified in, or otherwise described in Schedule VI to this Agreement, and all
other Property described in Schedule VI to this Agreement;




     (b) Accounts, including Health Care Insurance Receivables;




     (c) Chattel Paper, including Electronic Chattel Paper;



7









 






     (d) Commercial Tort Claims described on Schedule V hereto, as such schedule may
be supplemented from time to time by any applicable Grantor in accordance with this
Agreement;




     (e) Computer Hardware and Software and all rights with respect thereto, including,
without limitation, any and all rights in licenses, options, warranties, service contracts,
program services, test rights, maintenance rights, support rights, improvement rights,
renewal rights and indemnifications, and any substitutions, replacements, additions or model
conversions of any of the foregoing;




     (f) Deposit Accounts;




     (g) Documents;




     (h) Financial Assets, including, without limitation, (A) all Deposit Accounts and
Securities Accounts in which any Financial Assets are carried or credited, and all
Investment Property (including all Security Entitlements), Instruments, Money, and other
property on deposit therein or credited thereto, and all permitted investments acquired with
funds on deposit in or carried in or credited to such Deposit Accounts or Securities
Accounts, (B) all agreements, contracts, documents and instruments evidencing, arising from,
relating to or other otherwise delivered pursuant to or in connection with Financial Assets,
(C) all cash and funds delivered to a Grantor (or its bailee or agent) in respect of such
Financial Assets and any collateral securing the same, and (D) to the extent not included in
the foregoing, all Accounts, Chattel Paper, Deposit Accounts, Documents, General
Intangibles, Payment Intangibles, Instruments, Investment Property, Letter-of-Credit Rights,
Letters of Credit, Supporting Obligations, and Money, consisting of, arising from, or
relating to or delivered pursuant to, any of the foregoing;




     (i) General Intangibles (including, without limitation, all Payment Intangibles and all
rights, titles and interests in the English Security Documents, the Dutch Security Documents
and the Mexican Security Documents);




     (j) Goods (including, without limitation, all its Equipment, Fixtures and Inventory),
together with all embedded software, accessions, additions, attachments, improvements,
substitutions and replacements thereto and therefor;




     (k) Instruments;




     (l) Intellectual Property;




     (m) (i) (A) all issued and outstanding shares of capital stock of
each Pledged Share Issuer identified in Item A of Attachment I
hereto, (B) all other Pledged Shares issued from time to time, (C) all Pledged
Notes of each Pledged Note Issuer identified in Item D of Attachment
I hereto (including, without limitation, the English Note and the Dutch
Note), (D) all other Pledged Notes issued from time to time, (E) all Pledged
Note Liens, (F) all issued and outstanding member interests, general or limited partnership
interests or other ownership interests of each Pledged Interest Issuer



8









 







identified in Item B of Attachment I hereto, (G) all other Pledged
Interests issued from time to time, (H) all other Pledged Property, whether now
or hereafter delivered to the First Priority Collateral Agent in connection with
this Agreement, and (I) all Dividends, Distributions, interest, and other
payments and rights with respect to any Pledged Property; (ii) all Sales
Proceeds Accounts and all funds, properties and assets (including financial
assets) deposited therein or carried in or credited thereto, and (iii) to the
extent not included in the foregoing clause (m)(i), all other Investment
Property (including, without limitation, Commodity Accounts, Commodity
Contracts, Securities (whether Certificated Securities or Uncertificated
Securities), Security Entitlements and Securities Accounts);




     (n) Letter-of-Credit Rights and Letters of Credit;




     (o) Money (of every jurisdiction whatsoever);




     (p) Dutch Assets;




     (q) UK Pledged Shares and UK Notes;




     (r) Supporting Obligations;




     (s) Servicing Contracts;




     (t) Investment Property; and




     (u) to the extent not included in the foregoing, all other personal assets and property
of any kind or description;




together with all books, records, writings, data bases, information and other property
relating to, used or useful in connection with, or evidencing, embodying, incorporating or
referring to any of the foregoing, all claims and/or insurance proceeds arising out of the
loss, nonconformity or any interference with the use of, or any defect or infringement of
rights in, or damage to, any of the foregoing, and all Proceeds, products, offspring, rents,
issues, profits and returns of and from, and all distributions on and rights arising out of,
any of the foregoing;


provided that, notwithstanding the foregoing, the “Collateral” described in this
Section 2 shall not include Excluded Assets.




     Residential Capital, LLC agrees with the First Priority Collateral Agent and undertakes to
pledge or, as the case may be, to pledge in advance the Dutch VFLN Receivables. Each of
Residential Funding Company, LLC and GMAC-RFC Holding Company, LLC agrees with the First Priority
Collateral Agent and undertakes to pledge or, as the case may be, to pledge in advance the
respective Dutch Membership Interests.



     3. Grant of Security Interest by Equity Pledgors. As security for the prompt payment
in full in cash and performance of all Obligations, each of the Equity Pledgors hereby pledges to
the



9









 







First Priority Collateral Agent for the benefit of the Lender Parties, and hereby grants a
continuing security interest to the First Priority Collateral Agent for the benefit of the Lender
Parties in, all of each such Equity Pledgor’s right, title and interest, in, to, and under, whether
now or hereafter existing, owned or acquired and wherever located and howsoever created, arising or
evidenced, all of the following:




     (a) all Pledged Shares of each Pledged Share Issuer identified in Item A of
Attachment I hereto;




     (b) all other Pledged Shares issued by any Pledged Share Issuer and pledged hereunder
by any Equity Pledgor from time to time;




     (c) all promissory notes, if any, of each Pledged Note Issuer identified in Item
D of Attachment I hereto;




     (d) all other Pledged Notes, if any, issued by any Pledged Note Issuer from time to
time;




     (e) all Pledged Note Liens, if any;




     (f) all Pledged Interests of each Pledged Interest Issuer identified in Item B
of Attachment I hereto;




     (g) all other Pledged Interests issued by any Pledged Interest Issuer and pledged
hereunder by any Equity Pledgor from time to time;




     (h) all Dividends, Distributions, interest, and other payments and rights with respect
to any Pledged Shares or Pledged Interests;




     (i) all Deposit Accounts and all Property deposited or carried therein or credited
thereto; and




     (j) all Securities Accounts and all Property (including all Investment Property and
Financial Assets) deposited or carried therein or credited thereto, and all permitted
investments acquired with funds on deposit in or carried in or credited to such Securities
Accounts;




together with all books, records, writings, data bases, information and other property
relating to, used or useful in connection with, or evidencing, embodying, incorporating or
referring to any of the foregoing, all claims and/or insurance proceeds arising out of the
loss, nonconformity or any interference with the use of, or any defect or infringement of
rights in, or damage to, any of the foregoing, and all Proceeds, products, offspring, rents,
issues, profits and returns of and from, and all distributions on and rights arising out of,
any of the foregoing;


provided that, notwithstanding the foregoing, the “Collateral” described in this
Section 3 shall not include Excluded Assets.





10











 





     4. Grant of Security Interest by FABS Grantors. As security for the prompt payment in
full in cash and performance of all Obligations, each of the FABS Grantors hereby pledges to the
First Priority Collateral Agent for the benefit of the Lender Parties, and hereby grants a
continuing security interest to the First Priority Collateral Agent for the benefit of the Lender
Parties in all of each such FABS Grantor’s right, title and interest, in, to, and under, whether
now or hereafter existing, owned or acquired and wherever located and howsoever created, arising or
evidenced, all of the following:




     (a) all Financial Assets, including without limitation all Financial Asset-Backed
Securities;




     (b) all Deposit Accounts and Securities Accounts in which any Financial Assets are
carried or credited, and all Investment Property (including all Security Entitlements),
Instruments, Money, and other Property on deposit or carried therein or credited thereto,
and all permitted investments acquired with funds on deposit in or carried in or credited
thereto, and in any event the Securities Accounts identified opposite such FABS Grantor’s
name on Schedule X hereto;




     (c) all agreements, contracts, documents and instruments evidencing, arising from,
relating to or other otherwise delivered pursuant to or in connection with Financial Assets;




     (d) all cash and funds delivered to FABS Grantor (or its bailee or agent) in respect of
such Financial Assets and any collateral securing the same; and




     (e) to the extent not included in the foregoing, all Accounts, Chattel Paper, Deposit
Accounts, Documents, General Intangibles, Payment Intangibles, Instruments, Investment
Property, Letter-of-Credit Rights, Letters of Credit, Supporting Obligations, and Money,
consisting of, arising from, or relating to or delivered pursuant to, any of the foregoing;




together with all books, records, writings, data bases, information and other property
relating to, used or useful in connection with, or evidencing, embodying, incorporating or
referring to any of the foregoing, all claims and/or insurance proceeds arising out of the
loss, nonconformity or any interference with the use of, or any defect or infringement of
rights in, or damage to, any of the foregoing, and all Proceeds, products, offspring, rents,
issues, profits and returns of and from, and all distributions on and rights arising out of,
any of the foregoing;


provided that, notwithstanding the foregoing, the “Collateral” described in this
Section 4 shall not include Excluded Assets.




     5. Grant of Security Interest by Additional Account Parties. As security for the
prompt payment in full in cash and performance of all Obligations, each of the Additional Account
Parties hereby pledges to the First Priority Collateral Agent for the benefit of the Lender
Parties, and hereby grants a continuing security interest to the First Priority Collateral Agent
for the benefit of the Lender Parties in all of each such Additional Account Party’s right, title
and interest, in, to, and



11









 







under, whether now or hereafter existing, owned or acquired and wherever located and howsoever
created, arising or evidenced, all of the following:




     (a) all Deposit Accounts identified opposite such Additional Account Party’s name on
Schedule X hereto and any Property deposited or carried therein or credit thereto
and any replacement account therefor; and




     (b) all Proceeds, products, offspring, rents, issues, profits and returns of and from,
and all distributions on and rights arising out of, any of the foregoing;


provided that, notwithstanding the foregoing, the “Collateral” described in this
Section 5 shall not include Excluded Assets.




     6. Representations and Warranties.



     (a) Each Grantor represents and warrants that:




     (i) no financing statement (other than any which may have been filed on behalf of the
First Priority Collateral Agent or in connection with Liens expressly permitted by the Loan
Agreement (“Permitted Liens”)) covering any of the Collateral is on file in any
public office, except those financing statements identified on Schedule VI(a)
hereto;




     (ii) such Grantor is and will be the lawful owner of all Collateral, free of all Liens
and claims whatsoever, other than the security interest hereunder and Permitted Liens,
except those Liens and claims identified on Schedule VI(a) hereto, with full power
and authority to execute and deliver this Agreement and perform such Grantor’s obligations
hereunder, and to subject the Collateral to the security interest hereunder and (ii) none of
the Collateral of such Grantor that constitutes Collateral is subject to any Liens other
than Permitted Liens;




     (iii) all information with respect to the Collateral and Account Debtors set forth in
any schedule, certificate or other writing at any time heretofore or hereafter furnished by
such Grantor to the First Priority Collateral Agent or any Lender Party is and will be true
and correct in all material respects as of the date specified therein (or, if no date is so
specified, as of the date furnished);




     (iv) such Grantor’s true legal name as registered in the jurisdiction in which such
Grantor is organized or incorporated, jurisdiction of organization or incorporation, federal
employer identification number, organizational identification number, if any, as designated
by the state of its organization, formation or incorporation, chief executive office and
principal place of business are as set forth on Schedule I hereto (and such Grantor
has not maintained its chief executive office and principal place of business at any other
location at any time after January 1, 2003 except as otherwise disclosed in writing to the
First Priority Collateral Agent and Lender Agent);




     (v) each other location where such Grantor maintains a place of business is set forth
on Schedule II hereto or as otherwise disclosed in writing to the First Priority
Collateral Agent and Lender Agent;



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     (vi) except as disclosed on Schedule III hereto, such Grantor is not now known
and during the five years preceding the date hereof has not previously been known by any
trade name;




     (vii) except as disclosed on Schedule III hereto, during the five years
preceding the date hereof such Grantor has not been known by any legal name different from
the one set forth on the signature page of this Agreement nor has such Grantor been the
subject of any merger or other corporate reorganization;




     (viii) Schedule IV hereto contains a complete listing of all of such Grantor’s
material Intellectual Property which is subject to a registration;




     (ix) Schedule V hereto contains a complete listing of all of such Grantor’s
Commercial Tort Claims in excess of $10,000,000 in value;




     (x) Schedule VII hereto identifies all direct Subsidiaries of each Borrower,
Guarantor and Equity Pledgor;




     (xi) Schedule IX hereto lists all Bailment Collateral the Grantor is required
to deliver to the First Priority Collateral Agent and Lender Agent as of the Closing Date,
such Schedule IX to be updated at any time additional Bailment Collateral may be so
delivered;




     (xii) such Grantor is a corporation, limited partnership or limited liability company
as specified in Schedule I hereto and is duly organized, validly existing and in
good standing under the laws of the state of its incorporation, formation or organization;




     (xiii) the execution and delivery of this Agreement, the grant of the security
interest, proxy and other rights granted herein and the performance by such Grantor of its
obligations hereunder are within such Grantor’s corporate, partnership or limited liability
company powers, have been duly authorized by all necessary corporate, partnership or limited
liability company action, have received all necessary governmental approvals (if any shall
be required), and do not and will not contravene or conflict with any provision of law or of
the charter or by-laws or other organizational documents of such Grantor or any judgment,
order or decree, which is binding upon such Grantor and will not cause a breach, default or
event of default under of any agreement, indenture, instrument or other document to which
such Grantor is a party;




     (xiv) this Agreement is a legal, valid and binding obligation of such Grantor,
enforceable in accordance with its terms, except that the enforceability of this Agreement
may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer,
reorganization, moratorium or other similar laws now or hereafter in effect relating to
creditors’ rights generally and by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law);




     (xv) such Grantor has not performed any act which might prevent the First Priority
Collateral Agent from enforcing any of the terms of this Agreement or which could limit the
First Priority Collateral Agent in any such enforcement;



13









 






     (xvi) no Collateral is in the possession of any Person (other than such Grantor or a
custodian, securities intermediary or account bank appointed by such Grantor) asserting any
claim thereto or security interest therein (other than Permitted Liens), except that the
First Priority Collateral Agent or its designee or agents may have possession of Collateral
as contemplated pursuant to the Facility Documents;




     (xvii) this Agreement creates a valid security interest in the Collateral, securing the
payment of the Obligations, and all filings and other actions necessary to perfect and
protect such security interest have been duly taken and such security interest shall be a
first priority security interest as to all Collateral (except for Permitted Liens and
except, as to priority, to the Liens evidenced by the financial statements specified in
Schedule VI(a)).




     (xviii) in the case of any Pledged Shares constituting Collateral, all of such Pledged
Shares are duly authorized and validly issued, fully paid, and non-assessable, and
constitute all of the issued and outstanding shares of capital stock of each Pledged Share
Issuer owned by the Pledgor set forth across from the name of such Pledged Share Issuer on
Attachment I hereto, except as otherwise set forth thereon;




     (xix) in the case of each Pledged Note and the Pledged Note Liens, all of such Pledged
Notes and Pledged Note Liens, if any, have been duly authorized, executed, endorsed, issued
and delivered, and are the legal, valid and binding obligation of the issuers thereof, and
are not in default; and




     (xx) in the case of any Pledged Interests constituting Collateral, such Pledged
Interests constitute one hundred percent (100%) of the Pledgor’s interest in the Pledged
Interest Issuer (other than Excluded Assets) and the percentage of the total membership,
partnership or other equity interests in the Pledged Interest Issuer indicated on
Attachment I, except as otherwise set forth thereon. The Pledged Interests
indicated on Attachment I are duly registered in the permanent ownership records of
the respective Pledged Interests Issuer, and such registration is maintained in the
principal office of such issuer. Such registration continues valid and genuine and has not
been altered. All Pledged Interests have been duly authorized and validly issued, are fully
paid and non-assessable, and were not issued in violation of the preemptive rights, if any,
of any Person or of any agreement by which any Pledgor is bound. All documentary, stamp or
other taxes or fees owing in connection with the registration, issuance, transfer or pledge
of Collateral have been paid. No restrictions or conditions exist with respect to the
registration, transfer, voting or pledge of any Pledged Interests (other than usual or
customary securities laws or ERISA restrictions). All requisite formalities for the
granting of a security interest in the Pledged Interests required pursuant to the
organizational documents of the Pledgors or the Pledged Interest Issuer have been complied
with on or prior to the execution and delivery of this Agreement. Each Pledgor represents
that, as of the date hereof, none of the Pledged Interests is dealt with or traded on any
securities exchange or in any securities market.



     (b) RFC represents and warrants, with respect to the UK Pledged Shares, that:




     (i) it is the sole legal and beneficial owner of the UK Pledged Shares free from all
Liens other than Permitted Liens;



14









 






     (ii) the UK Pledged Shares are fully paid;




     (iii) there are no moneys or liabilities outstanding or payable in respect of the UK
Pledged Shares or any of them;




     (iv) it is lawfully entitled to create the security over the UK Pledged Shares
constituted by this Agreement in favor of the First Priority Collateral Agent;




     (v) together the UK Pledged Shares constitute 65% of the issued share capital of each
Company; and




     (vi) the UK Pledged Shares are fully transferable to the First Priority Collateral
Agent (or any other person as the First Priority Collateral Agent shall direct) without
restriction and in particular in respect of any pre-emption rights or restrictions in the
articles of association of any UK Pledged Shares Company all appropriate waivers have been
obtained in respect of them from all other shareholders of that UK Pledged Shares Company,
which are unconditional, irrevocable and legally binding and enforceable.



     7. Grantor Remains Liable; Nature of Security Interest; Subrogation, etc.



     (a) Anything herein to the contrary notwithstanding, (i) each Grantor shall remain liable
under the contracts and agreements included in the Collateral to the extent set forth therein, and
will perform all of its duties and obligations under such contracts and agreements to the same
extent as if this Agreement had not been executed, (ii) the exercise by the First Priority
Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its
duties or obligations under any such contracts or agreements included in the Collateral, and (iii)
neither the First Priority Collateral Agent nor any other Lender Party shall have any obligation or
liability under any contracts or agreements included in the Collateral by reason of this Agreement,
nor shall the First Priority Collateral Agent nor any Lender Party be obligated to perform any of
the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any
claim for payment assigned hereunder.



     (b) This Agreement shall in all respects be a continuing, absolute, unconditional and
irrevocable grant of security interest, and shall remain in full force and effect until all
Obligations have been paid in full in cash and all Commitments have terminated. All rights of the
Lender Parties and the security interests granted to the First Priority Collateral Agent (for its
benefit and the benefit of each other Lender Party) hereunder, and all obligations of the Grantors
hereunder, shall, in each case, be absolute, unconditional and irrevocable irrespective of (i) any
lack of validity, legality or enforceability of any Facility Document, (ii) the failure of any
Lender Party (A) to assert any claim or demand or to enforce any right or remedy against any
Grantor or any other Person under the provisions of any Facility Document or otherwise, or (B) to
exercise any right or remedy against any other guarantor of, or collateral securing, any
Obligations, (iii) any change in the time, manner or place of payment of, or in any other term of,
all or any part of the Obligations, or any other extension, compromise or renewal of any
Obligations, (iv) any reduction, limitation, impairment or termination of any Obligations (except
until all Obligations have been paid in full in cash and all Commitments have terminated) for any
reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not
be subject to (and each Grantor hereby waives



15









 







any right to or claim of) any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise,
unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise, (v)
any amendment to, rescission, waiver, or other modification of, or any consent to or departure
from, any of the terms of any Facility Document, (vi) any addition, exchange or release of any
Collateral of the Obligations, or any surrender or non-perfection of any Collateral, or any
amendment to or waiver or release or addition to, or consent to or departure from, any other
guaranty held by any Lender Party securing any of the Obligations, or (vii) any other circumstance
which might otherwise constitute a defense available to, or a legal or equitable discharge of, any
Grantor or any other Grantor, any surety or any guarantor.



     (c) Until one year and one day after all Obligations have been paid in full in cash and all
Commitments have terminated, each Grantor hereby irrevocably waives any claim or other rights which
it may now or hereafter acquire against any Borrower, any other Grantor or any other Grantor that
arise from the existence, payment, performance or enforcement of such Grantor’s obligations under
this Agreement or any other Facility Document, including any right of subrogation, reimbursement,
exoneration or indemnification, any right to participate in any claim or remedy of any Lender Party
against any Borrower, any other Grantor or any other Grantor or any Collateral which any Lender
Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity,
or under contract, statute or common law, including the right to take or receive from any Borrower,
any Grantor or any other Grantor, directly or indirectly, in cash or other property or by set-off
or in any manner, payment or security on account of such claim or other rights. If any amount
shall be paid to any Grantor in violation of the preceding sentence and the Obligations shall not
have been indefeasibly paid in full in cash or all Commitments have not been terminated, then such
amount shall be deemed to have been paid to such Grantor for the benefit of, and held in trust for,
the First Priority Collateral Agent (on behalf of the Lender Parties), and shall forthwith be paid
to the First Priority Collateral Agent to be credited and applied upon the Obligations, whether
matured or unmatured. Each Grantor acknowledges that it will receive direct and indirect benefits
from the financing arrangements contemplated by the Loan Agreement and that the waiver set forth in
this Section 7(c) is knowingly made in contemplation of such benefits.



     (d) Except as otherwise provided in the Loan Agreement, if any Lender Party may, under
applicable Requirements of Law, proceed to realize its benefits under this Agreement or the other
Facility Documents giving any Lender Party a lien upon any Collateral, either by judicial
foreclosure or by non-judicial sale or enforcement, such Lender Party may, at its sole option,
determine which of its remedies or rights it may pursue without affecting any of its rights and
remedies under this Agreement. If, in the exercise of any of its rights and remedies, any Lender
Party shall forfeit any of its rights or remedies, including its right to enter a deficiency
judgment against any Grantor or any other Grantor or any other Person, whether because of any
applicable Requirements of Law pertaining to “election of remedies” or the like, each Grantor
hereby consents to such action by such Lender Party and waives any claim based upon such action,
even if such action by such Lender Party shall result in a full or partial loss of any rights of
subrogation that such Grantor might otherwise have had but for such action by such Lender Party.



     8. Collections, etc. Until such time during the existence of an Event of Default as
the First Priority Collateral Agent shall notify such Grantor of the revocation of such power and
authority, each Grantor (a) will, at its own expense, endeavor to collect, as and when due, all



16









 







amounts due under any of the Non-Tangible Collateral, including the taking of such action with
respect to such collection as the First Priority Collateral Agent may reasonably request or, in the
absence of such request, as such Grantor may deem advisable; and (b) may grant, in the ordinary
course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate,
refund or allowance to which such party may be lawfully entitled, and may accept, in connection
therewith, the return of Goods, the sale or lease of which shall have given rise to such
Non-Tangible Collateral. The First Priority Collateral Agent, however, may, at any time that an
Event of Default has occurred and is continuing, whether before or after any revocation of such
power and authority or the maturity of any of the Obligations, notify any party obligated on any of
the Non-Tangible Collateral to make payment or otherwise render performance to or for the benefit
of the First Priority Collateral Agent and enforce, by suit or otherwise the obligations of any
such party obligated on any Non-Tangible Collateral. In connection therewith, the First Priority
Collateral Agent may surrender, release or exchange all or any part thereof, or compromise or
extend or renew for any period (whether or not longer than the original period) any indebtedness
thereunder or evidenced thereby. Upon request of the First Priority Collateral Agent following the
occurrence and during the continuation of an Event of Default, each Grantor will, at its own
expense, notify any party obligated on any of the Non-Tangible Collateral to make payment to the
First Priority Collateral Agent of any amounts due or to become due thereunder.



     9. Release. Collateral shall from time to time be released from the security interest
created by this Agreement pursuant to and in accordance with the provisions of the Loan Agreement.
Upon any such release, the Lender Agent will, at the Grantors’ joint and several expense, cause the
First Priority Collateral Agent to deliver to the relevant Grantor, without any representations,
warranties or recourse of any kind whatsoever, such released Collateral held by the First Priority
Collateral Agent or Collateral Control Agent hereunder, and execute and deliver to the Grantor such
documents as such Grantor shall reasonably request to evidence such release.



     10. Agreements of the Grantors. (a) Each Grantor:




     (i) will execute such financing statements (or any equivalent filings in the United
Kingdom and the Netherlands) and other documents (and pay the cost of filing or recording
the same in all public offices reasonably determined to be appropriate by the First Priority
Collateral Agent or the Lender Agent) and do such other acts and things (including, without
limitation, delivery to the First Priority Collateral Agent of any Instruments and
Certificated Securities which constitute Collateral), all as the First Priority Collateral
Agent or the Lender Agent may from time to time reasonably request, to establish and
maintain a valid perfected security interest in the Collateral (free of all other liens,
claims and rights of third parties whatsoever, other than Permitted Liens) to secure the
payment of the Obligations (and each Grantor authorizes the First Priority Collateral Agent
and the Lender Agent to file, without limitation, any financing statement (or any equivalent
filings in the United Kingdom and the Netherlands) that (i) indicates the Collateral (x) as
“all property” or “all assets” of such Grantor or words of similar effect, regardless of
whether any particular asset in the Collateral falls within the scope of Article 9 of the
UCC of the jurisdiction wherein such financing statement is filed, or (y) as being of an
equal or lesser scope or with greater detail, and (ii) contains any other information
required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing
statement is filed regarding the sufficiency or filing office acceptance of any financing
statement (or any equivalent filings



17









 







in the United Kingdom and the Netherlands), including (x) whether such Grantor is an
organization, the type of organization and any organizational identification number issued
to such Grantor and (y) in the case of a financing statement (or any equivalent filings in
the United Kingdom and the Netherlands) filed as a fixture filing or indicating Collateral
as as-extracted collateral or timber to be cut, a sufficient description of real property to
which the Collateral relates;




     (ii) will keep all its records regarding Collateral at, and will not maintain any place
of business at any location other than, its address(es) shown on Schedules I and
II hereto or at such other addresses of which such Grantor shall have given the
First Priority Collateral Agent and the Lender Agent not less than 30 days’ prior written
notice;




     (iii) will not change its state of organization or incorporation and will not change
its name, identity or corporate structure or its organizational identification number for
the state of its incorporation, formation or organization, in each case such that any
financing statement filed to perfect the First Priority Collateral Agent’s interests under
this Agreement would become seriously misleading, unless such Grantor shall have given the
First Priority Collateral Agent and the Lender Agent not less than 30 days’ prior notice of
such change (provided that this Section 10(a)(iii) shall not be deemed
authorize any change or transaction prohibited under the Loan Agreement) and shall have
taken or will timely take all action necessary to maintain continued perfection and priority
of the security interest created hereunder following such change;




     (iv) to the extent practicable, will keep its records concerning the Collateral in such
a manner as will enable the First Priority Collateral Agent or its designees to determine at
any time the status of the Collateral;




     (v) to the extent practicable, will furnish the First Priority Collateral Agent such
information as is available to such Grantor concerning such Grantor, the Collateral and the
Account Debtors as the First Priority Collateral Agent may from time to time reasonably
request;




     (vi) will permit the First Priority Collateral Agent, the Lender Agent and their
designees, from time to time, on reasonable notice and at reasonable times and intervals
during normal business hours (or at any time without notice if a Default has occurred and is
continuing) to inspect, audit and make copies of and extracts from all records and all other
papers in the possession of such Grantor pertaining to the Collateral and the Account
Debtors, and will, upon request of the First Priority Collateral Agent during the existence
of a Default and to the extent practicable, deliver to the First Priority Collateral Agent
all of such records and papers;




     (vii) will not sell, lease or assign any Collateral except as permitted by the Facility
Documents or create or permit to exist any Lien on any Collateral other than Permitted
Liens;




     (viii) without limiting the provisions of Section 7.01(j) of the Loan
Agreement, will at all times keep all of its Inventory and other Goods insured under
policies maintained



18









 







with reputable, financially sound insurance companies against loss, damage, theft and
other risks to such extent as is customarily maintained by companies similarly situated, and
cause all such policies to provide that loss thereunder shall be payable to the First
Priority Collateral Agent as its interest may appear (it being understood that (A) so long
as no Default shall be continuing, the First Priority Collateral Agent shall deliver any
proceeds of such insurance which may be received by it to such Grantor and (B) upon the
occurrence and during the continuance of a Default shall be continuing, the Lender Agent may
direct (in writing) the First Priority Collateral Agent to apply any proceeds of such
insurance which may be received by it toward payment of the Obligations, whether or not due,
in such order of application as the Lender Agent may determine) and such policies or
certificates thereof shall, if the First Priority Collateral Agent so requests, be deposited
with or furnished to the First Priority Collateral Agent;




     (ix) will keep all of the Collateral granted by such Grantor, Deposit Accounts and
Investment Property in the United States or at such other locations outside of the United
States as may be specified in writing to the Lender Agent;




     (x) will promptly notify the Lender Parties in writing upon incurring or otherwise
obtaining a Commercial Tort Claim which is claiming damages in excess of $10,000,000 (or any
lesser amount specified in writing by the Lender Agent or the First Priority Collateral
Agent, if a Default has occurred and is continuing) after the date hereof against any third
party, and concurrently with deliver to the Lender Agent, in form and substance satisfactory
to the Lender Agent, a supplement to Schedule V sufficiently identifying such
Commercial Tort Claim for purposes of Section 9-108 of the UCC;




     (xi) will promptly notify the Lender Parties in writing upon becoming the beneficiary
under any letter of credit in excess of $10,000,000 (or any lesser amount specified in
writing by the Lender Agent or the First Priority Collateral Agent, if a Default has
occurred and is continuing) and, at the request of the First Priority Collateral Agent,
pursuant to an agreement in form and substance satisfactory to the First Priority Collateral
Agent, either (A) arrange for the issuer and any confirmer or other nominated person of such
letter of credit to consent to an assignment to the First Priority Collateral Agent of such
letter of credit or (B) arrange for the First Priority Collateral Agent to become the
transferee beneficiary of such letter of credit;




     (xii) will promptly notify the Lender Parties in writing if such Grantor holds or
acquires an interest in any Electronic Chattel Paper and, at the request of the First
Priority Collateral Agent, take such action as the First Priority Collateral Agent or the
Lender Agent may reasonably request to vest control, under Section 9-105 of the UCC, of such
Electronic Chattel Paper in the First Priority Collateral Agent or the Collateral Control
Agent;




     (xiii) if any Grantor (i) obtains any rights to any additional Intellectual Property
constituting Collateral which is registered with the United States Copyright Office or the
United States Patent & Trademark Office or (ii) becomes entitled to the benefit of any
additional Intellectual Property constituting Collateral or any renewal or extension
thereof, including any reissue, division, continuation, or continuation-in-part of any
Intellectual Property constituting Collateral which is registered with the United States
Copyright Office



19









 







or the United States Patent & Trademark Office, or any improvement on any Intellectual
Property constituting Collateral which is registered with the United States Copyright Office
or the United States Patent & Trademark Office, such Grantor will notify the First Priority
Collateral Agent in writing and use commercially reasonable efforts to cause a short form
security agreement in favor of the First Priority Collateral Agent to be filed in the United
States Copyright Office or the Unites States Patent & Trademark Office, as the case may be,
with respect to such Intellectual Property; provided that this covenant shall not
apply to “off-the-shelf” license rights of any Grantor in any Intellectual Property or any
other license rights that are not material to such Grantor;




     (xiv) acknowledges and agrees that it is not authorized to file any financing statement
in favor of the First Priority Collateral Agent without the prior written consent of the
First Priority Collateral Agent and that it will not do so without the prior written consent
of the First Priority Collateral Agent, subject to such Grantor’s rights under Section
9-509(d)(2) of the UCC;




     (xv) agrees that no Grantor will take any action to grant or perfect a Lien in favor of
the Second Priority Collateral Agent (as defined in the Intercreditor Agreement) or Third
Priority Collateral Agent (as defined in the Intercreditor Agreement) in any asset without
first taking such action in favor of the First Priority Collateral Agent or Collateral
Control Agent as directed by the Lender Agent;




     (xvi) will facilitate the realization of the Collateral and the exercise of all powers,
authorities and discretions vested by this Agreement in the First Priority Collateral Agent;
and




     (xvii) shall in particular promptly execute all transfers, conveyances, assignments,
assurances which the First Priority Collateral Agent may reasonably request in order to
preserve or protect its interest in the Collateral.


Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne
jointly and severally by the Grantors. Upon the occurrence and during the continuation of an Event
of Default, the First Priority Collateral Agent shall have the right to bring suit to enforce any
or all of the Intellectual Property or licenses thereunder, in which event the applicable Grantor
shall at the request of the First Priority Collateral Agent do any and all lawful acts and execute
any and all proper documents reasonably requested by the First Priority Collateral Agent or the
Lender Agent in aid of such enforcement and such Grantor shall promptly, upon demand, reimburse and
indemnify the First Priority Collateral Agent and Lender Agent for all costs and expenses incurred
by either of them in the exercise of their rights under this Section 10. Notwithstanding
the foregoing, the First Priority Collateral Agent shall have no obligation or liability regarding
the Collateral or any proceeds thereof by reason of, or arising out of, this Agreement.




     (b) Each of RFC and RFC Holding (i) shall execute a written declaration as referred to in
clause 19.12 of the articles of association (statuten) of GMAC RFC International Holdings
Coöperatief U.A pursuant to which it terminates its membership (lidmaatschap) of GMAC RFC
International Holdings Coöperatief U.A., subject to the occurrence of an Event of Default or the
delivery of a notice in accordance with Section 8.02 (Remedies) of the Loan Agreement and (ii)



20









 







shall not revoke such written declaration or otherwise take any action that results in such
written declaration being nullified or declared null and void.



     (c) ResCap acknowledges and agrees that (a) it shall (1) not waive any rights under nor amend,
novate, repudiate, rescind or otherwise terminate or permit to be terminated any Assigned Document
without the prior written consent of the First Priority Collateral Agent; (2) diligently pursue any
remedies available to it for any breach of, or in respect of any claim in relation to, any Assigned
Document; (3) deposit the UK Note and any UK Note Related Security issued in relation to a UK Note
pursuant to Clause 8.2 (New Note Certificate) of the Note Issuance Facility Deed with the First
Priority Collateral Agent or the Collateral Control Agent and (4) procure that the UK SPE complies
with its obligations under Clause 8.2 (New Note Certificate) of the Note Issuance Facility Deed,
including, without limitation, granting a power of attorney in favor of the First Priority
Collateral Agent or the Collateral Control Agent in a form set out in Schedule 9 to the Note
Issuance Facility Deed; and (b) all payments received by it in connection with the UK Note,
including the proceeds of any redemption of the UK Note whether as a result of a disposal of any
assets or otherwise, shall be deposited into an account specified by the First Priority Collateral
Agent from time to time in accordance with Section 4.02 of the Loan Agreement.



     11. Agreement as to Investment Property; Voting.



     (a) All certificates or Instruments, if any, representing or evidencing any Primary
Collateral, including any Pledged Property, shall be delivered to and held by or on behalf of (and,
in the case of the Pledged Notes, endorsed to the order of) the Collateral Control Agent pursuant
hereto, shall be in suitable form for transfer by delivery, and shall be accompanied by all
necessary endorsements or instruments of transfer or assignment, duly executed in blank;
provided that notes evidencing individual residential mortgage loans included in Primary
Collateral need not be so delivered before September 15, 2008; and provided further
that notes evidencing individual residential mortgage loans that are not included in Primary
Collateral need not be so delivered.



     (b) To the extent any of its Primary Collateral constitutes a “certificated security” (as
defined in Section 8-102(a)(4) of the UCC), each Grantor shall take such other actions as necessary
to grant “control” (as defined in Section 8-106 of the UCC) to the First Priority Collateral Agent
over such Collateral.



     (c) Not later than the Account Transfer Date, to the extent any of its Collateral constitutes
an “uncertificated security” (as defined in Section 8-102(a)(18) of the UCC) with a Carrying Value
of $10,000,000 or more, each Grantor shall take and cause the appropriate Person (including any
issuer, entitlement holder or securities intermediary thereof) to take all actions necessary to
grant “control” (as defined in Section 8-106 of the UCC) to the Collateral Control Agent over such
Collateral including, without limitation, causing delivery of such Collateral or causing the issuer
of such Collateral, as appropriate, to agree to comply with the instructions originated by the
Collateral Control Agent without further consent by the registered owner thereof;



     (d) Not later than the Account Transfer Date, to the extent any of its Collateral constitutes
a “security entitlement” or a “securities account” (as such terms are defined in Sections
8-102(a)(17) and 8-501(a), respectively, of the UCC), each Grantor shall take and cause the
appropriate Person (including any securities intermediary thereof) to take all actions necessary to



21









 







grant “control” (as defined in Section 8-106 of the UCC) to the Collateral Control Agent over
such Collateral including, without limitation, causing to be delivered to the Collateral Control
Agent an agreement, in form and substance satisfactory to the Lender Agent, executed by the
securities intermediary thereof whereby such securities intermediary agrees (i) that it will comply
with entitlement orders originated by the Collateral Control Agent without further consent by such
Grantor or any other Person with respect to all such Collateral (it being understood that such
agreement may provide that at all times when such securities intermediary has not been notified by
the Collateral Control Agent to the contrary, the securities intermediary may comply with
entitlement orders of such Grantor), (ii) to subordinate any security interest it may have in and
to all such Collateral to the security interest of the Collateral Control Agent therein, and (iii)
that it will not agree with any Person other than the Collateral Control Agent in any manner that
would grant such Person “control” over any such Collateral without the Lender Agent’s prior written
consent.



     (e) Each Pledgor will, from time to time upon the request of the Collateral Control Agent or
the First Priority Collateral Agent, promptly deliver to the Collateral Control Agent such stock
powers, instruments, and similar documents, satisfactory in form and substance to the Lender Agent
and the First Priority Collateral Agent, with respect to the Collateral as the Collateral Control
Agent or the First Priority Collateral Agent may reasonably request and will, from time to time
upon the request of the Collateral Control Agent or the First Priority Collateral Agent after the
occurrence of any Default, promptly transfer any Pledged Shares, Pledged Interests or other shares
of common stock, member interests or other ownership interests constituting Collateral into the
name of any nominee designated by the Lender Agent.



     (f) Subject to clause (g) below, each Pledgor will, at all times, keep pledged to the
First Priority Collateral Agent or Collateral Control Agent, as the case may be, pursuant to the
Intercreditor Agreement, all Pledged Shares, Pledged Interests and all other shares of capital
stock, member interests or other ownership interests constituting Collateral, and all securities,
security entitlements and securities accounts constituting Collateral, Dividends and Distributions
with respect thereto, all Pledged Notes, all interest, principal and other proceeds received by the
First Priority Collateral Agent with respect to the Pledged Notes, all Pledged Note Liens and all
other Collateral and other securities, instruments, security entitlements, financial assets,
investment property, proceeds, and rights from time to time received by or distributable to a
Pledgor in respect of any Collateral.



     (g) In the event that any Dividend or Distribution is to be paid on any Pledged Share or any
Pledged Interest or any payment of principal or interest is to be made on any Pledged Note at a
time when no Event of Default has occurred and is continuing, such Dividend, Distribution or
payment may be paid directly to the relevant Grantor. If any Event of Default has occurred and is
continuing, then any such Dividend, Distribution or payment shall be paid directly to the First
Priority Collateral Agent in accordance with Section 11(h).



     (h) Each Pledgor agrees:




     (i) following the occurrence and during the continuance of any Event of Default,
promptly upon receipt thereof by any Pledgor and without any request therefor by the First
Priority Collateral Agent, to deliver (properly endorsed where required hereby or requested
by the First Priority Collateral Agent) to the First Priority Collateral Agent all
Dividends,



22









 







Distributions, all interest, all principal, all other cash payments, and all proceeds
of the Collateral, all of which shall be held by the First Priority Collateral Agent as
additional Collateral for use in accordance with Section 12(f); and




     (ii) after any Event of Default shall have occurred and be continuing and the First
Priority Collateral Agent has notified the relevant Pledgor of the First Priority Collateral
Agent’s intention to exercise its voting power under this clause (ii), (A) the First
Priority Collateral Agent may exercise (to the exclusion of such Pledgor) the voting power
and all other incidental rights of ownership with respect to any Pledged Shares, Pledged
Interests or other shares of capital stock, member interests or other ownership interests
constituting Collateral and EACH PLEDGOR HEREBY GRANTS THE FIRST PRIORITY COLLATERAL AGENT
AN IRREVOCABLE PROXY, EXERCISABLE UNDER SUCH CIRCUMSTANCES, TO VOTE THE PLEDGED SHARES, THE
PLEDGED INTERESTS AND SUCH OTHER COLLATERAL, WITH SUCH PROXY TO REMAIN VALID UNTIL THE
PAYMENT IN FULL IN CASH OF ALL OBLIGATIONS, THE TERMINATION OR EXPIRATION OF ALL
COMMITMENTS; and (B) promptly to deliver to the First Priority Collateral Agent such
additional proxies and other documents as may be necessary to allow the First Priority
Collateral Agent to exercise such voting power;



     (i) All Dividends, Distributions, interest, principal, cash payments, and proceeds and all
rights under the UK Note and the UK Note Related Security which may at any time and from time to
time be held by a Pledgor but which such Pledgor is then obligated to deliver to the First Priority
Collateral Agent, shall, until delivery to the First Priority Collateral Agent, be held by such
Pledgor separate and apart from its other property in trust for the First Priority Collateral
Agent. The First Priority Collateral Agent agrees that unless it has received written notice from
the Lender Agent or any Lender that an Event of Default shall have occurred and be continuing and
the First Priority Collateral Agent shall have given the notice referred to in Section
11(h)(ii), such Pledgor shall have the exclusive voting power with respect to any shares of
capital stock, member interests or other ownership interest (including any of the Pledged Shares,
Pledged Interests or UK Pledged Shares) constituting Collateral and the First Priority Collateral
Agent shall, upon the written request of such Pledgor, promptly deliver (at the Grantors’ joint and
several expense) such proxies and other documents, if any, as shall be reasonably requested by such
Pledgor which are necessary to allow such Pledgor to exercise voting power with respect to any such
share of capital stock, member interests or other ownership interests (including any of the Pledged
Shares, Pledged Interests or UK Pledged Shares) constituting Collateral; provided,
however, that no vote shall be cast, or consent, waiver, or ratification given, or action
taken by any Pledgor that could reasonably be expected to be adverse in any material respect to the
interests of the First Priority Collateral Agent and the other Lender Parties or be inconsistent
with or violate any provision of the Loan Agreement or any other Facility Document (including this
Agreement).



     (j) No Pledgor will, without the prior written consent of the Lender Agent: (A) enter into
any agreement amending, supplementing, or waiving in any material respect any provision of any
Pledged Note, any Pledged Note Lien or any UK Pledged Share (including the underlying instrument
pursuant to which such Pledged Note, Pledged Note Lien or UK Pledged Share is issued) or
compromising or releasing or extending the time for payment of any obligation of the maker thereof,
(B) take or omit to take any action the taking or the omission of that would result in any
impairment or alteration of any obligation of the maker of Pledged Note, Pledged Note Lien,



23









 







UK Pledged Share or other instrument constituting Collateral, (C) permit the issuance of (x)
any additional equity interests of any Pledged Share Issuer or Pledged Interest Issuer (unless
immediately upon such issuance the same are pledged and delivered to the First Priority Collateral
Agent pursuant to the terms hereof (or the Collateral Control Agent, if required pursuant to the
Intercreditor Agreement) to the extent necessary to give the First Priority Collateral Agent a
security interest after such issue in at least the same percentage of such Pledgor’s outstanding
interests as before such issue), (y) any securities or other ownership interests convertible
voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any
event or condition into, or exchangeable for, any such shares or other ownership interests, or (z)
any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise
acquire any such shares or other ownership interests, or (D) enter into any agreement creating or
otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any
Pledged Share, Pledged Interest or UK Pledged Share that could reasonably be deemed to be adverse
to the Lender Parties. Each Pledgor shall provide, or cause the relevant Pledged Share Issuer or
Pledged Interest Issuer to provide, the First Priority Collateral Agent and the Lender Agent with a
copy of any amendment or supplement to, or modification or waiver of, any term or provision of any
of the organizational documents of such relevant Pledged Share Issuer or Pledged Interest Issuer,
provided that such Pledgor shall not enter into any such amendment, supplement, modification or
waiver of the organizational documents of such relevant Pledged Share Issuer or Pledged Interest
Issuer which could reasonably be expected to be adverse to the interests of the Lender Parties.
The Pledgors covenant and agree that they shall not consent to or permit (1) any Pledged Interest
to be dealt with or traded on any securities exchanges or in any securities market or (2) any
Pledge Interest Issuer to elect to have its Pledged Interests treated as a “security” under Article
8 of the UCC unless the relevant Pledgors have (I) caused such Pledged Interest to be certificated
and (II) delivered all certificates evidencing such Pledged Interest to the Collateral Control
Agent, together with duly executed undated blank transfer powers, or other equivalent instruments
of transfer acceptable to the Collateral Control Agent and the Lender Agent.



     (k) Each Pledgor shall take such actions such that its Collateral consisting of Pledged
Interests and Pledged Shares at all times shall be duly authorized, validly registered, fully paid
and non-assessable, and shall not be registered in violation of the organic documents of the
Pledgors or the preemptive rights of any Person, if any, or of any agreement by which the Pledgors
or any Pledged Share Issuer or Pledged Interest Issuer is bound.



     12. Defaults and Events of Default; Remedies.



     (a) Each Grantor hereby irrevocably appoints the First Priority Collateral Agent its
attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of
such Grantor or otherwise, from time to time, upon the occurrence and during the continuation of an
Event of Default, to take any action and to execute any instrument which the First Priority
Collateral Agent may request to accomplish the purposes of this Agreement, including (i) to ask,
demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys
due and to become due under or in respect of any of the Collateral, (ii) to receive, endorse, and
collect any drafts or other Collateral in connection with clause (i) above, (iii) to file
any claims or take any action or institute any proceedings which the First Priority Collateral
Agent may request for the collection of any of the Collateral or otherwise to enforce the rights of
the First Priority Collateral Agent and the other Lender Parties with respect to any of the
Collateral, and (iv) to



24









 







perform the affirmative obligations of such Grantor hereunder. EACH GRANTOR HEREBY
ACKNOWLEDGES, CONSENTS AND AGREES THAT THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION
12 IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND SHALL BE EFFECTIVE UNTIL ALL OBLIGATIONS
HAVE BEEN PAID IN FULL IN CASH AND ALL COMMITMENTS HAVE TERMINATED.



     (b) If an Event of Default shall have occurred and be continuing, in addition to its rights in
the foregoing clause (a) and without limiting the generality of such clause, the First
Priority Collateral Agent may exercise from time to time any rights and remedies available to it
under the UCC, under any other applicable Requirements of Law and in the clauses (c)
through (g) set forth below in this Section 12.



     (c) Each Grantor agrees, (i) at the Lender Agent’s request if a Default has occurred and is
continuing, to assemble, at its expense, all its Inventory and other Goods (other than Fixtures)
and all records for all Collateral at a convenient place or places acceptable to the Lender Agent,
and (ii) if an Event of Default has occurred and is continuing, at the First Priority Collateral
Agent’s or Lender Agent’s request, to execute all such documents and do all such other things which
may be necessary or desirable in order to enable the First Priority Collateral Agent or its nominee
to be registered as owner of the Intellectual Property with any competent registration authority.



     (d) Notice of the intended disposition of any Collateral may be given by first-class mail,
hand-delivery (through a delivery service or otherwise), facsimile or E-mail, and shall be deemed
to have been “sent” upon deposit in the U.S. mails with adequate postage properly affixed, upon
delivery to an express delivery service, upon the electronic submission through telephonic services
or, if by facsimile transmission, when sent against mechanical confirmation of successful
transmission, as applicable. Each Grantor hereby agrees and acknowledges that: (i) with respect to
Collateral that is (A) perishable or threatens to decline speedily in value or (B) is of a type
customarily sold on a recognized market, no notice of disposition need be given; and (ii) with
respect to Collateral not described in clause (i) above, notification sent after default
and at least ten days before any proposed disposition provides notice within a reasonable time
before disposition.



     (e) Each Grantor hereby agrees and acknowledges that a commercially reasonable disposition of
Inventory, Equipment, Computer Hardware and Software, or Intellectual Property may be by lease or
license of, in addition to the sale of, such Collateral. Each Grantor further agrees and
acknowledges that a disposition (i) made in the usual manner on any recognized market, (ii) at the
price current in any recognized market at the time of disposition or (iii) in conformity with
reasonable commercial practices among dealers in the type of property subject to the disposition
shall, in each case, be deemed commercially reasonable.



     (f) Any cash proceeds of any disposition by the First Priority Collateral Agent of any of the
Collateral shall be applied by the First Priority Collateral Agent, first, to payment of the First
Priority Collateral Agent’s and Collateral Control Agent’s expenses in connection with the
Collateral, including without limitation, attorneys’ fees and legal expenses, and, second, to
payment of the Lender Agent’s expenses in connection with the Collateral, including attorneys’ fees
and legal expenses, and thereafter to the payment of any and all of the Obligations in such order
of application as the Lender Agent may from time to time direct, and thereafter any surplus will be
paid to the applicable Grantor or as a court of competent jurisdiction shall direct. Neither the
First



25









 







Priority Collateral Agent nor any other Lender Party need apply or pay over for application
noncash proceeds of collection and enforcement unless (i) the failure to do so would be
commercially unreasonable and (ii) the applicable Grantor has provided the First Priority
Collateral Agent and the Lender Agent with a written demand to apply or pay over such noncash
proceeds on such basis. To the extent permitted by applicable law, each Grantor waives all claims,
damages and demands it may acquire against the First Priority Collateral Agent arising out of the
exercise by the First Priority Collateral Agent of any rights hereunder.



     (g) [Reserved]



     (h) If any Event of Default has occurred and is continuing, the First Priority Collateral
Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided
for herein or otherwise available to it, all the rights and remedies of a secured party on default
under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without
notice except as specified below, (or, if notice cannot be waived under the UCC, as required to be
provided by the UCC) sell the Collateral or any part thereof in one or more parcels at public or
private sale, at any of the First Priority Collateral Agent’s offices or elsewhere, for cash, on
credit or for future delivery, and upon such other terms as the First Priority Collateral Agent may
deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be
required by law, at least ten (10) days’ prior notice to such Grantor of the time and place of any
public sale or the time after which any private sale is to be made shall constitute reasonable
notification. The First Priority Collateral Agent shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. The First Priority Collateral Agent may
adjourn any public or private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and place to which it was
so adjourned.



     (i) If any Event of Default has occurred and is continuing, the First Priority Collateral
Agent may transfer all or any part of the Collateral into the name of the First Priority Collateral
Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and
security interest hereunder, notify the parties obligated on any of the Collateral to make payment
to the First Priority Collateral Agent of any amount due or to become due thereunder, enforce
collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or
any part thereof, or compromise or extend or renew for any period (whether or not longer than the
original period) any obligations of any nature of any party with respect thereto, endorse any
checks, drafts, or other writings in any Grantor’s name to allow collection of the Collateral, take
control of any proceeds of the Collateral, and execute (in the name, place and stead of each
Grantor) endorsements, assignments, transfer powers and other instruments of conveyance or transfer
with respect to all or any of the Collateral.



     (j) Each Grantor agrees that in any sale of any of the Collateral whenever an Event of Default
shall have occurred and be continuing, the First Priority Collateral Agent is hereby authorized to
comply with any limitation or restriction in connection with such sale as it may be advised by
counsel is necessary in order to avoid any violation of applicable Requirements of Law (including
compliance with such procedures as may restrict the number of prospective bidders and purchasers,
require that such prospective bidders and purchasers have certain qualifications, and restrict such
prospective bidders and purchasers to persons who will represent and agree that they are purchasing
for their own account for investment and not with a view to the distribution or resale



26









 







of such Collateral), or in order to obtain any required approval of the sale or of the
purchaser by any governmental regulatory authority or official, and each Grantor further agrees
that such compliance shall not result in such sale being considered or deemed not to have been made
in a commercially reasonable manner, nor shall the First Priority Collateral Agent be liable nor
accountable to the Grantors for any discount allowed by the reason of the fact that such Collateral
is sold in compliance with any such limitation or restriction. The First Priority Collateral Agent
may sell the Collateral without giving any warranties or representations as to the Collateral. The
First Priority Collateral Agent may disclaim any warranties of title or the like. This procedure
will not be considered to adversely affect the commercial reasonableness of any sale of the
Collateral.



     13. Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable
care in the custody and preservation thereof, neither the First Priority Collateral Agent nor any
other Lender Party will have any duty as to any Collateral in its possession or control or in the
possession or control of any sub-agent or bailee or any income therefrom or as to the preservation
of rights against prior parties or any other rights pertaining thereto. The First Priority
Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation
of the Collateral in its possession or control if such Collateral is accorded treatment
substantially equal to that which it accords its own property, and will not be liable or
responsible for any loss or damage to any Collateral, or for any diminution in the value thereof,
by reason of any act or omission of any sub-agent or bailee selected by the First Priority
Collateral Agent in good faith or by reason of any act or omission by the First Priority Collateral
Agent pursuant to instructions from the First Priority Collateral Agent, except to the extent that
such liability arises from the First Priority Collateral Agent’s gross negligence or willful
misconduct.



     To the extent that applicable law imposes duties on the First Priority Collateral Agent to
exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it
is commercially reasonable for the First Priority Collateral Agent (a) to fail to incur expenses
reasonably deemed significant by the Lender Agent to prepare Collateral for disposition or
otherwise to complete raw material or work-in-process into finished goods or other finished
products for disposition, (b) to fail to obtain third party consents for access to Collateral to be
disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third
party consents for the collection or disposition of Collateral to be collected or disposed of, (c)
to fail to exercise collection remedies against Account Debtors or other Persons obligated on
Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to
exercise collection remedies against Account Debtors and other Persons obligated on Collateral
directly or through the use of collection agencies and other collection specialists, (e) to
advertise dispositions of Collateral through publications or media of general circulation, whether
or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in
the same business as the Grantors, for expressions of interest in acquiring all or any portion of
the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of
Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral
by utilizing Internet sites that provide for the auction of assets of the types included in the
Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of
assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim
disposition warranties, including, without limitation, any warranties of title, (k) to purchase
insurance or credit enhancements to insure the First Priority Collateral Agent against risks of
loss, collection or disposition of Collateral, or to provide to the First Priority Collateral Agent
a guaranteed return from the collection or disposition of Collateral or (l) to obtain the



27









 







services of brokers, investment bankers, consultants and other professionals to assist the
First Priority Collateral Agent in the collection or disposition of any of the Collateral. Each
Grantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of
what actions or omissions by the First Priority Collateral Agent would not be commercially
unreasonable in the First Priority Collateral Agent’s exercise of remedies against the Collateral
and that other actions or omissions by the First Priority Collateral Agent shall not be deemed
commercially unreasonable solely on account of not being specifically referred to in this Section.
Without limitation upon the foregoing, nothing contained in this Section shall be construed to
grant any right to a Grantor or to impose any duties on the First Priority Collateral Agent that
would not have been granted or imposed by this Agreement or by applicable Requirements of Law in
the absence of this Section.



     14. Special Provisions Relating to the First Priority Collateral Agent. The following
provisions shall govern the First Priority Collateral Agent’s rights, powers, obligations and
duties under this Agreement, notwithstanding anything herein to the contrary:




     (a) The First Priority Collateral Agent shall have no duty to act, consent or request
any action of the Grantors or any other Person in connection with this First Priority Pledge
and Security Agreement and Irrevocable Proxy (including all schedules and exhibits attached
hereto) unless the First Priority Collateral Agent shall have received written direction
from the Lender Agent.




     (b) All indemnities to be paid under this Agreement shall be payable immediately when
due in U.S. dollars (“Dollars”) in the full amount due, without deduction for any
variation in any Rate of Exchange (as defined below). The Grantors hereby agree to jointly
and severally indemnify the First Priority Collateral Agent against any losses, damages,
penalties, costs, expenses or disbursements of any kind or nature whatsoever, including,
without limitation, attorney’s fees and expenses, incurred by the First Priority Collateral
Agent as a result of any judgment or order being given or made for the amount due hereunder
and such judgment or order being expressed and paid in a currency (the “Judgment
Currency”) other than Dollars and as a result of any variation as between (i) the rate
of exchange at which the dollar amount is converted into Judgment Currency for the purpose
of such judgment or order, and (ii) the Rate of Exchange at which the First Priority
Collateral Agent is then able to purchase Dollars with the amount of the Judgment Currency
actually received by the First Priority Collateral Agent. The indemnity set forth in this
paragraph shall constitute a separate and independent obligation of the Grantors and shall
continue in full force and effect notwithstanding any such judgment or order as aforesaid.
The term “Rate of Exchange” means the rate at which the First Priority Collateral Agent is
able to purchase Dollars with the Judgment Currency on the foreign exchange market on the
relevant date and shall include any premiums and other reasonable costs of exchange payable
in connection with the purchase or, or conversion into, the relevant currency. The
indemnification set forth in this Section 14 shall survive the termination or assignment of
this First Priority Pledge and Security Agreement and Irrevocable Proxy and the resignation
or removal of the First Priority Collateral Agent.



28









 






     (c) For the avoidance of doubt, if there is any inconsistency between the terms of this
First Priority Pledge and Security Agreement and Irrevocable Proxy and those of the
Intercreditor Agreement, the terms of the Intercreditor Agreement shall prevail.




     (d) Each of the Lender Agent and the Lenders hereby designate and appoint Wells Fargo
Bank, N.A. to act as the First Priority Collateral Agent under this Agreement and the other
Facility Documents to which it is a party, and hereby authorize the First Priority
Collateral Agent to take such actions on its behalf under the provisions of this Agreement
and such other Facility Documents and to exercise such powers and perform such duties as are
expressly delegated to the First Priority Collateral Agent by the terms of this Agreement
and such other Facility Documents. Notwithstanding any provision to the contrary elsewhere
in this Agreement or any other Facility Document, the First Priority Collateral Agent shall
not have any duties or responsibilities, except those expressly set forth in this Agreement
or such other Facility Documents any fiduciary relationship with the Lender Parties, and no
implied covenants, functions or responsibilities shall be read into this Agreement or
otherwise exist against the First Priority Collateral Agent.




     (e) Each Lender Party agrees to render to the First Priority Collateral Agent, at any
time upon request of the First Priority Collateral Agent, an accounting of the amounts of
the Obligations owing to it and such other information with respect to the Obligations owing
to each such Person as the First Priority Collateral Agent may reasonably request in order
to give effect to the terms and conditions of this Agreement. In the event that any Lender
Party fails to provide any information required to be provided by it to the First Priority
Collateral Agent, then the First Priority Collateral Agent may (but shall not be obligated
to) (i) take such actions as are required to be taken by it based on the most recent
information available to it or (ii) in the case of any distributions to be made pursuant to
the Facility Documents, hold such Lender Party’s share or purported share in escrow (without
obligation to pay interest thereon) until such Lender Party provides the required
information.




     (f) Notwithstanding anything herein to the contrary, in no event shall the First
Priority Collateral Agent have any obligation to inquire or investigate as to the
correctness, veracity, or content of any instruction received from the Lender Agent or any
Lender. In no event shall the First Priority Collateral Agent have any liability in respect
of any such instruction received by it and relied on with respect to any action or omission
taken pursuant thereto.




     (g) The First Priority Collateral Agent may execute any of its duties under this
Agreement or any of the Facility Documents by or through agents, experts or
attorneys-in-fact and shall be entitled to advice of counsel concerning all matters
pertaining to such duties. The First Priority Collateral Agent shall not be responsible for
the negligence or misconduct of any agents, experts or attorneys-in-fact selected by it in
good faith.




     (h) Neither the First Priority Collateral Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action
lawfully taken or omitted to be taken by it under or in connection with this Agreement or
any of the Facility Documents (except for its gross negligence or willful misconduct), or
(ii) responsible in any manner to any Lender Party for any recitals, statements,



29









 







representations or warranties (other than its own recitals, statements, representations or warranties)
made in this Agreement or any of the Facility Documents or in any certificate, report,
statement or other document referred to or provided for in, or received by the First
Priority Collateral Agent under or in connection with, this Agreement or any of the Facility
Documents or for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any of the Facility Documents or for any failure of the
Grantors or any other Person to perform their obligations hereunder and thereunder. The
First Priority Collateral Agent shall not be under any obligation to any Lender Party or any
other Person to ascertain or to inquire as to (i) the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any of the Facility
Documents or to inspect the properties, books or records of the Grantors, (ii) whether or
not any representation or warranty made by any Person in connection with this Agreement or
any Facility Document is true, (iii) the performance by any Person of its obligations under
this Agreement or any of the Facility Documents or (iv) the breach of or default by any
Person of its obligations under this Agreement or any of the Facility Documents.




     (i) The First Priority Collateral Agent shall not be bound to (i) account to any Person
for any sum or the profit element of any sum received for its own account; (ii) disclose to
any other Person any information relating to the Person if such disclosure would, or might,
constitute a breach of any law or regulation or be otherwise actionable at the suit of any
Person; (iii) be under any fiduciary duties or obligations other than those for which
express provision is made in this Agreement or in any of the Facility Documents to which it
is a party; or (iv) be required to take any action that it believes, based on advice of
counsel, is in conflict with any applicable law, this Agreement or any of the Facility
Documents, or any order of any court or administrative agency.




     (j) Beyond the exercise of reasonable care in the custody thereof and except as
otherwise specifically stated in this Agreement or any of the Facility Documents, the First
Priority Collateral Agent shall have no duty as to any of the Collateral in its possession
or control or in the possession or control of any agent or bailee or as to preservation of
rights against prior parties or any other rights pertaining thereto.




     (k) The First Priority Collateral Agent shall be authorized to but shall not be
responsible for filing any financing or continuation statements or recording any documents
or instruments in any public office at any time or times or otherwise perfecting or
monitoring or maintaining the perfection of any security interest in the Collateral. It is
expressly agreed, to the maximum extent permitted by applicable law, that the First Priority
Collateral Agent shall have no responsibility for (i) taking any necessary steps to preserve
rights against any Person with respect to any Collateral or (ii) taking any action to
protect against any diminution in value of the Collateral, but, in each case (A) subject to
the requirement that the First Priority Collateral Agent may not act or omit to take any
action if such act or omission would constitute gross negligence, bad faith or willful
misconduct and (B) the First Priority Collateral Agent may do so and all expenses reasonably
incurred in connection therewith shall be part of the Obligations.




     (l) The First Priority Collateral Agent shall not be liable or responsible for any loss
or diminution in the value of any of the Collateral, by reason of the act or omission of



30









 







any carrier, forwarding agency or other agent or bailee selected by the First Priority
Collateral Agent in good faith, except to the extent of the First Priority Collateral Agent’
gross negligence, bad faith or willful misconduct.




     (m) The First Priority Collateral Agent shall not be responsible for, nor incur any
liability with respect to, (i) the existence, genuineness or value of any of the Collateral
or for the validity, perfection, priority or enforceability of the security interest in any
of the Collateral, whether impaired by operation of law or by reason of any action or
omission to act on its part under this Agreement or any of the Facility Documents, except to
the extent such action or omission constitutes gross negligence, bad faith or willful
misconduct on the part of the First Priority Collateral Agent, (ii) the validity or
sufficiency of the Collateral or any agreement or assignment contained therein, (iii) the
validity of the title of the Grantors to the Collateral, (iv) insuring the Collateral or (v)
the payment of taxes, charges or assessments upon the Collateral or otherwise as to the
maintenance of the Collateral




     (n) Notwithstanding anything in this Agreement or any of the Facility Documents to the
contrary, (i) in no event shall the First Priority Collateral Agent or any officer,
director, employee, representative or agent of the First Priority Collateral Agent’ be
liable under or in connection with this Agreement or any of the Facility Documents for
indirect, special, incidental, punitive or consequential losses or damages of any kind
whatsoever, including but not limited to lost profits or loss of opportunity, whether or not
foreseeable, even if the First Priority Collateral Agent has been advised of the possibility
thereof and regardless of the form of action in which such damages are sought; and (ii) the
First Priority Collateral Agent shall be afforded all of the rights, powers, immunities and
indemnities set forth in this Agreement in all of the Facility Documents to which it is a
signatory as if such rights, powers, immunities and indemnities were specifically set out in
each such Facility Document. In no event shall the First Priority Collateral Agent be
obligated to invest any amounts received by it hereunder.




     (o) The First Priority Collateral Agent shall be entitled conclusively to rely, and
shall be fully protected in relying, upon any note, writing, resolution, request, direction,
certificate, notice, consent, affidavit, letter, cablegram, telegram, telecopy, email, telex
or teletype message, statement, order or other document or conversation believed by it in
good faith to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and/or upon advice and/or statements of legal counsel, independent
accountants and other experts selected by the First Priority Collateral Agent and need not
investigate any fact or matter stated in any such document. Any such statement of legal
counsel shall be full and complete authorization and protection in respect of any action
taken or suffered by it hereunder in accordance therewith. Any statement or advice of
counsel may be based, insofar as it relates to factual matters, upon a certificate of an
officer of the Lender Agent. In connection with any request or direction of the Lender
Agent, the First Priority Collateral Agent shall be entitled conclusively to rely, and shall
be fully protected in relying, upon any instruction delivered by the Lender Agent. The
First Priority Collateral Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any of the Facility Documents (i) if such action would, in
the reasonable opinion of the First Priority Collateral Agent (which may be based on the
opinion of legal counsel), be contrary to applicable law or any of the Facility Documents,
(ii) if such action is not specifically provided for in this



31









 







Agreement or any of the Facility Documents, (iii) if, in connection with the taking of
any such action hereunder or under any of the Facility Documents that would constitute an
exercise of remedies hereunder or under any of the Facility Documents it shall not first be
indemnified to its satisfaction by the Lender Agent and/or the Lenders against any and all
risk of nonpayment, liability and expense that may be incurred by it, its agents or its
counsel by reason of taking or continuing to take any such action, or (iv) if,
notwithstanding anything to the contrary contained in this Agreement, in connection with the
taking of any such action that would constitute a payment due under any agreement or
document, it shall not first have received from the Lender Agent, the Lenders or the
Grantors funds equal to the amount payable. The First Priority Collateral Agent shall in
all cases be fully protected in acting, or in refraining from acting, under this Agreement
or any of the Facility Documents in accordance with a request of the Lender Agent, and such
request and any action taken or failure to act pursuant thereto shall be binding upon all
the other Lender Parties.




     (p) If, with respect to a proposed action to be taken by it, a First Priority
Collateral Agent shall determine in good faith that the provisions of this Agreement or any
other Facility Document relating to the functions or responsibilities or discretionary
powers of the First Priority Collateral Agent are or may be ambiguous or inconsistent, the
First Priority Collateral Agent shall notify the Lender Agent, identifying the proposed
action, and may decline either to perform such function or responsibility or to take the
action requested unless it has received the written confirmation of the Lender Agent that
the action proposed to be taken by the First Priority Collateral Agent is consistent with
the terms of this Agreement or of the Facility Documents or is otherwise appropriate. The
First Priority Collateral Agent shall be fully protected in acting or refraining from acting
upon the confirmation of the Lender Agent, in this respect, and such confirmation shall be
binding upon the First Priority Collateral Agent and the other Lender Parties.




     (q) The First Priority Collateral Agent shall not be deemed to have actual,
constructive, direct or indirect knowledge or notice of the occurrence of any Default unless
and until the First Priority Collateral Agent has received a written notice or a certificate
from the Lender Agent or the Grantors stating that a Default has occurred. The First
Priority Collateral Agent shall have no obligation whatsoever either prior to or after
receiving such notice or certificate to inquire whether a Default has in fact occurred and
shall be entitled to rely conclusively, and shall be fully protected in so relying, on any
notice or certificate so furnished to it. No provision of this Agreement, the Intercreditor
Agreement or any of the Facility Documents shall require the First Priority Collateral Agent
to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties under this Agreement, any of the Facility Documents or the
exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability including
an advance of moneys necessary to perform work or take the action requested is not
reasonably assured to it, the First Priority Collateral Agent may decline to act unless it
receives indemnity satisfactory to it in its sole discretion, including an advance of moneys
necessary to take the action requested. The First Priority Collateral Agent shall be under
no obligation or duty to take any action under this Agreement or any of the Facility
Documents or otherwise if taking such action (i) would subject the First Priority Collateral
Agent to a tax in any jurisdiction where it is not then



32









 







subject to a tax or (ii) would require the First Priority Collateral Agent to qualify
to do business in any jurisdiction where it is not then so qualified.




     (r) Notwithstanding that the First Priority Collateral Agent is appointed by and acting
for and at the direction of the Lender Parties, the Grantors will jointly and severally pay
upon demand to the First Priority Collateral Agent the amount of any and all reasonable fees
(including any as set forth in one or more separate fee letters of the First Priority
Collateral Agent) and out-of-pocket expenses, including the reasonable fees and expenses of
its counsel, that the First Priority Collateral Agent may incur in connection with (i) the
negotiation, performance or administration of this Agreement and the Facility Documents to
which it is a party, (ii) the custody or preservation of, or the sale of, collection from,
or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether
through negotiations, legal proceedings or otherwise) of any of the rights of the First
Priority Collateral Agent or the other Lender Parties hereunder or under the Facility
Documents or (iv) the failure by the Grantors to perform or observe any of the provisions
hereof or of any of the Facility Documents. The provisions of this section shall survive
the termination of this Agreement and resignation or removal of the First Priority
Collateral Agent. The expenses of the First Priority Collateral Agent incurred in
connection with actions undertaken as provided in this Section 14 shall be payable
jointly and severally by the Grantors to the First Priority Collateral Agent upon demand
therefore (which demand shall be accompanied by an appropriate invoice).




     (s) Each of the Lender Parties expressly acknowledges that neither the First Priority
Collateral Agent nor any of its officers, directors, employees, agents or attorneys-in-fact
has made any representations or warranties to it (except as expressly provided herein) and
that no act by the First Priority Collateral Agent hereafter taken, including any review of
the Grantors, shall be deemed to constitute any representation or warranty by the First
Priority Collateral Agent to any Lender Party. Each Lender Party represents to the First
Priority Collateral Agent that it has, independently and without reliance upon the First
Priority Collateral Agent or any other Lender Party, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and investigation into
the business, operations, property, financial and other condition and creditworthiness of
the Grantors. Each Lender Party also represents that it will, independently and without
reliance upon the First Priority Collateral Agent or any other Lender Party, and based on
such documents and information as it shall deem appropriate at the time, continue to make
its own credit analysis, appraisals and decisions in taking or not taking action under this
Agreement, and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and creditworthiness of the
Grantors. Except for notices, reports and other documents expressly required to be
furnished to the Lender Parties by the First Priority Collateral Agent hereunder, the First
Priority Collateral Agent shall not have any duty or responsibility to provide any Lender
Party with any credit or other information concerning the business, operations, property,
financial and other condition or creditworthiness of the Grantors which may come into the
possession of the First Priority Collateral Agent or any of its officers, directors,
employees, agents or attorneys-in-fact.




33












 





     (t) The Grantors, jointly and severally, agree to indemnify each of the First Priority
Collateral Agent and its officers, directors, employees, agents or attorneys-in-fact
(collectively, the “Indemnified Parties”) from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
(including, without limitation, attorneys’ fees and expenses) or disbursements of any kind
whatsoever which may at any time be imposed on, incurred by or asserted against any
Indemnified Party in any way relating to or arising out of this Agreement or the Facility
Documents; provided that the Grantors shall not be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements to the extent that any of the foregoing result from
any such Indemnified Party’s gross negligence or willful misconduct as determined by a court
of competent jurisdiction beyond all applicable appeals.



     (u) Neither the First Priority Collateral Agent, any Lender Party nor any of their
respective officers, directors, employees or agents shall be liable for failure to demand,
collect or realize upon any of the Collateral or for any delay in doing so or shall be under
any obligation to sell or otherwise dispose of any Collateral upon the request of the
Grantors or any other Person or to take any other action whatsoever with regard to the
Collateral or any part thereof. The powers conferred on the First Priority Collateral Agent
hereunder are solely to protect the First Priority Collateral Agent’s and the Lender
Parties’ interests in the Collateral and shall not impose any duty upon the First Priority
Collateral Agent to exercise any such powers. The First Priority Collateral Agent shall be
accountable only for amounts that it actually receives as a result of the exercise of such
powers, and neither it nor any of its officers, directors, employees or agents shall be
responsible to the Grantors for any act or failure to act hereunder, except for their own
gross negligence or willful misconduct.



     (v) Pursuant to any applicable law, the Grantors authorize the First Priority
Collateral Agent without obligation to file or record financing statements and other filing
or recording documents or instruments with respect to the Collateral without the signatures
of the Grantors in such form and in such offices as the Lender Agent determines appropriate
to perfect the security interests of the First Priority Collateral Agent under this
Agreement. The Grantors hereby ratify and authorize the filing by the First Priority
Collateral Agent of any financing statement with respect to the Collateral made prior to the
date hereof. Notwithstanding the foregoing or anything else to the contrary contained in
this Agreement, in no event shall the First Priority Collateral Agent have any duty or
obligation to monitor the perfection, continuation of perfection or the sufficiency or
validity of any security interest in or related to the Collateral or to prepare or file any
Uniform Commercial Code financing statement or continuation statement.



     (w) The Grantors acknowledge that the rights and responsibilities of the First Priority
Collateral Agent under this Agreement with respect to any action taken by the First Priority
Collateral Agent or the exercise or non-exercise by the First Priority Collateral Agent of
any option, voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as between the First Priority Collateral
Agent and the Lender Parties, be governed by such agreements with respect thereto as may
exist from time to time among them, but, as between the First Priority Collateral Agent and
the Grantors, the First Priority Collateral Agent shall be conclusively



34









 







presumed to be acting as agent for the Lender Parties with full and valid authority so
to act or refrain from acting, and the Grantors shall not be under any obligation, or
entitlement, to make any inquiry respecting such authority.



     (x) Any corporation into which the First Priority Collateral Agent may be merged, or
with which it may be consolidated, or any corporation resulting from any merger or
consolidation to which the First Priority Collateral Agent shall be a party, shall become a
First Priority Collateral Agent under this Agreement without the execution or filing of any
paper or any further act on the part of the parties hereto.



     (y) The First Priority Collateral Agent may resign as First Priority Collateral Agent
at any time upon written notice to the Lender Agent and Grantors and may be removed at any
time with or without cause by the Lender Agent, with any such resignation or removal to
become effective only upon the appointment of a successor First Priority Collateral Agent
under this Section. If the First Priority Collateral Agent shall provide notice of its
resignation or be removed as First Priority Collateral Agent, then the Lender Agent (and if
no such successor shall have been appointed within 45 days of the First Priority Collateral
Agent’s resignation or removal, the First Priority Collateral Agent may) appoint a successor
agent for the Lender Parties, which successor agent shall, in the case of any appointment by
the First Priority Collateral Agent, be reasonably acceptable to the Lender Agent, and the
former First Priority Collateral Agent’s rights, powers and duties as First Priority
Collateral Agent shall be terminated, without any other or further act or deed on the part
of such former First Priority Collateral Agent (except that the resigning First Priority
Collateral Agent shall at the joint and several expense of the Grantors deliver all
Collateral then in its possession to the successor First Priority Collateral Agent and shall
execute and deliver to the successor First Priority Collateral Agent such instruments of
assignment and transfer and other similar documents as such successor First Priority
Collateral Agent shall deem necessary or advisable) or any of the Lender Parties. After any
retiring First Priority Collateral Agent’s resignation or removal hereunder as First
Priority Collateral Agent, the provisions of this Agreement shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was First Priority Collateral Agent.
In the event that a successor First Priority Collateral Agent is not appointed within the
time period specified in this Section 14 following the provision of a notice of
resignation or removal of the First Priority Collateral Agent, the First Priority Collateral
Agent or any Lender Party may petition a court of competent jurisdiction for the appointment
of a successor First Priority Collateral Agent (at the joint and several expense of the
Grantors).



     (z) The First Priority Collateral Agent shall maintain accurate and complete accounts,
books, records and computer systems with respect to all matters related directly to the
administration of the Collateral, in each case consistent with the customary procedures of
the First Priority Collateral Agent.



     (aa) The First Priority Collateral Agent shall at the Grantors’ joint and several
expense make available to the Lender Agent and its duly authorized representatives,
attorneys and auditors, the files and accounts, books, records and computer systems
maintained by the First Priority Collateral Agent or any subcontractor or agent thereof in
respect of the Collateral at the locations where such files, accounts, books, records and



35









 







computer systems are maintained pursuant to this Agreement and the other Facility
Documents, during normal business hours and subject to reasonable prior written notice.



     For sake of clarity, the parties intend that the term Facility Documents includes all English
Security Documents and Account Control Agreements (as those terms are defined in the Loan
Agreement).



     15. General.



     The Collateral Control Agent shall be entitled to all of the same rights, protections,
immunities and indemnities under this Agreement as are afforded to it under the Intercreditor
Agreement, as if fully set forth herein.



     For the avoidance of doubt, only the Lender Agent or First Priority Collateral Agent are
entitled to direct the Collateral Control Agent to act, consent or request any action in connection
with this Agreement.



     If, at the option of the relevant Grantor or as required pursuant to the Facility Documents, a
Grantor shall cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such
Subsidiary shall execute and deliver to the First Priority Collateral Agent (with a copy to the
Lender Agent and the Collateral Control Agent) a joinder agreement substantially in the form of
Attachment II with such other changes as may be acceptable to the First Priority Collateral
Agent at the direction of the Lender Agent (each a “Joinder Agreement”) and shall
thereafter for all purposes be a party hereto and have the same rights and obligations as a Grantor
party hereto on the Closing Date.



     Each Grantor agrees that a carbon, photographic or other reproduction of this Agreement is
sufficient as a financing statement. The Grantors hereby ratify their authorization contained in
Section 10(a)(i) for the First Priority Collateral Agent to have filed in any Uniform
Commercial Code jurisdiction prior to the date hereof any financing statement or amendment thereto
filed prior to the date hereof.



     All notices hereunder shall be in writing (including facsimile transmission) and shall be
sent, in the case of any Grantor, to the address of such Grantor shown on Schedule XI
hereto and, in the case of the First Priority Collateral Agent, at its address set forth on
Schedule XI and, in the case of the Lender Agent, at its address set forth on Schedule
XI, or to such other address as such party may, by written notice received by the other
parties, have designated as its address for such purpose. Notices sent by facsimile transmission
or e-mail shall be deemed to have been given when sent against mechanical confirmation of
successful transmission; notices sent by mail shall be deemed to have been given three Business
Days after the date when sent by registered or certified mail, postage prepaid; and notices sent by
hand delivery or overnight courier shall be deemed to have been given when received.



     Each of the Grantors agrees to pay, jointly and severally, all fees and expenses, including
reasonable attorneys’ fees, paid or incurred by the Lender Agent in endeavoring to collect all or
any portion of the Obligations of any Grantor and in enforcing this Agreement against any Grantor,
and all such fees and expenses shall constitute Obligations.



36









 





     No delay on the part of the First Priority Collateral Agent in the exercise of any right or
remedy shall operate as a waiver thereof, and no single or partial exercise by the First Priority
Collateral Agent of any right or remedy shall preclude other or further exercise thereof or the
exercise of any other right or remedy.



     This Agreement shall remain in full force and effect until all Obligations have been paid in
full in cash and all Commitments have terminated. If at any time all or any part of any payment
theretofore applied by the First Priority Collateral Agent or any Lender Party to any of the
Obligations is or must be rescinded or returned by the First Priority Collateral Agent or such
Lender Party for any reason whatsoever (including, without limitation, the insolvency, bankruptcy
or reorganization of any Grantor), such Obligations shall, for the purposes of this Agreement, to
the extent that such payment is or must be rescinded or returned, be deemed to have continued in
existence, notwithstanding such application by the First Priority Collateral Agent or such Lender
Party, and this Agreement shall continue to be effective or be reinstated, as the case may be, as
to such Obligations, all as though such application by the First Priority Collateral Agent or such
Lender Party had not been made.



     Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable Requirements of Law, but if any provision of this Agreement
shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provision or
the remaining provisions of this Agreement. Consistent with the foregoing, and notwithstanding any
other provision of this Agreement to the contrary, in the event that any action or proceeding is
brought in whatever form and in whatever forum seeking to invalidate any Grantor’s obligations
under this Agreement under any fraudulent conveyance, fraudulent transfer theory, or similar
avoidance theory, whether under state or federal law, such Grantor (the “Affected Person”),
automatically and without any further action being required of such Affected Person or any Lender
Party, shall be liable under this Agreement only for an amount equal to the maximum amount of
liability that could have been incurred under applicable law by such Affected Person under any
pledge to secure the Obligations (or any portion thereof) at the time of the execution and delivery
of this Agreement (or, if such date is determined not to be the appropriate date for determining
the enforceability of such Affected Person’s obligations hereunder for fraudulent conveyance or
transfer (or similar avoidance) purposes, on the date determined to be so appropriate) without
rendering such a hypothetical pledge voidable under applicable Requirements of Law relating to
fraudulent conveyance, fraudulent transfer, or any other grounds for avoidance (such highest amount
determined hereunder being any such Affected Person’s “Maximum Amount”), and not for any
greater amount, as if the stated amount of this Pledge Agreement as to such Affected Person had
instead been the Maximum Amount. This paragraph is intended solely to preserve the rights of
Lender Parties under this Agreement to the maximum extent not subject to avoidance under applicable
Requirements of Law, and neither any Affected Person nor any other person or entity shall have any
right or claim under this Section with respect to the limitation described in this Agreement,
except to the extent necessary so that the obligations of any Affected Person under this Agreement
shall not be rendered voidable under applicable Requirements of Law. Without limiting the
generality of the foregoing, the determination of a Maximum Amount for any Affected Person pursuant
to the provisions of the second preceding sentence of this Section shall not in any manner reduce
or otherwise affect the obligations of any other Grantor (including any other Affected Person)
under the provisions of this Agreement.



37









 





     This Agreement shall create a continuing security interest in the Collateral and shall (a)
remain in full force and effect until all Obligations have been paid in full in cash and all
Commitments shall have terminated, (b) be binding upon each Grantor and its successors, transferees
and assigns, and (c) inure, together with the rights and remedies of the First Priority Collateral
Agent hereunder, to the benefit of the First Priority Collateral Agent and each other Lender Party
and its respective successors, transferees and assigns. No Grantor may assign (unless otherwise
permitted under the terms of the Facility Documents) any of its obligations hereunder without the
prior written consent of the Lender Agent.



     This Agreement may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute one and the same Agreement. At any time after the
date of this Agreement, one or more additional Persons may become parties hereto by executing and
delivering to the First Priority Collateral Agent a counterpart of this Agreement together with
supplements to the Schedules hereto setting forth all relevant information with respect to such
party as of the date of such delivery. Immediately upon such execution and delivery (and without
any further action), each such additional Person will become a party to, and will be bound by all
the terms of, this Agreement.



     THIS 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).



     EACH PARTY HEREBY REPRESENTS AND WARRANTS THAT IT HAS NO RIGHT TO IMMUNITY FROM THE SERVICE OF
PROCESS OR JURISDICTION OR ANY JUDICIAL PROCEEDINGS OF ANY COMPETENT COURT OR FROM EXECUTION OF ANY
JUDGMENT OR FROM THE EXECUTION OR ENFORCEMENT THEREIN OF ANY ARBITRATION DECISION IN RESPECT OF ANY
SUIT, ACTION, PROCEEDING OR ANY OTHER MATTER ARISING OUT OF OR RELATING TO ITS OBLIGATIONS UNDER
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND TO THE EXTENT THAT ANY PARTY IS OR
BECOMES ENTITLED TO ANY SUCH IMMUNITY WITH RESPECT TO THE SERVICE OF PROCESS OR JURISDICTION OR ANY
JUDICIAL PROCEEDINGS OF ANY COMPETENT COURT, AND TO THE EXTENT PERMITTED BY LAW, IT DOES HEREBY AND
WILL IRREVOCABLY AND UNCONDITIONALLY AGREE NOT TO PLEAD OR CLAIM ANY SUCH IMMUNITY WITH RESPECT TO
ITS OBLIGATIONS OR ANY OTHER MATTER UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.



     EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION 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



38









 







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 AN
INCONVENIENT 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 CERTIFIED MAIL, 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 FOREGOING SHALL NOT LIMIT THE ABILITY OF ANY PARTY HERETO TO BRING SUIT IN THE COURTS OF ANY
JURISDICTION.



     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.



     The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the
parties hereto, the holders of Obligations and their respective successors and permitted assignees;
provided that the Lender Agent shall enforce this Agreement on behalf of all holders of
Obligations.



     This Agreement is a Facility Document, and may only be amended, waived or otherwise modified
by written agreement with the prior written consent of the Lender Agent and the First Priority
Collateral Agent and the Borrowers; provided, however, that this Agreement may be
supplemented by Joinder Agreements duly executed by the First Priority Collateral Agent, the
Collateral Control Agent, the Lender Agent and each Grantor directly affected thereby and by
updates or supplements to any Schedules, Attachments or Annexes hereto delivered in accordance with
this Agreement.



     16. Equity Ownership of Model Homes.



     (a) The parties hereto agree that in the event that the equity ownership of Model Homes is to
be sold after the date hereof, and if the Lender Agent shall consent to such sale, the Lien granted
hereunder on all equity interests in Model Homes owned by any Grantor shall be released and all
Liens granted hereunder by Model Homes on any assets also shall be released (unless otherwise
agreed by ResCap and the Lender Agent as such time). The Lender Agent agrees to direct, at the
expense of the Grantors, the first Priority Collateral Agent (and the Collateral Control Agent, if
applicable) to execute any documents evidencing any such release as may be reasonably requested by
ResCap.



     (b) The parties hereto agree that any references herein to the delivery to the Collateral
Control Agent of funds, documents, instruments or other items shall be considered satisfied by the
delivery thereof to the First Priority Collateral Agent until such time as the Intercreditor
Agreement shall be come effective in accordance with its terms, whereupon the parties hereto shall
in good faith take such actions as may be necessary or reasonably appropriate in order for the
parties hereto



39









 







to comply with the provisions hereof as they relate to the delivery of the foregoing to the
Collateral Control Agent.



     17. Foreign Pledge Agreements.



     (a) Notwithstanding anything to the contrary contained herein or in any other Facility
Document, in the event that any Collateral is also pledged to the First Priority Collateral Agent
to secure the Obligations by any Grantor pursuant to any security, pledge or similar agreement
governed by foreign law (a “Foreign Pledge Agreement”) and the provisions of such Foreign
Pledge Agreement conflict with the provisions of this Agreement, the applicable Grantor shall
comply with the provisions of such Foreign Pledge Agreement and shall not be deemed to have
breached any representation or covenant contained herein or in any other Facility Document as a
result thereof.



     (b) If Supporting Assets with respect to the Dutch VFLN Receivables or the UK Note are the
subject of a Collateral Disposition at a time when (x) the Fair Market Value of such Supporting
Assets is less than (y) the Carrying Value thereof as of the Closing Date (the difference between
such amounts beings the “Adjustment Amount”); ResCap shall be entitled, following
consultation with the Lender Agent, to reduce the outstanding principal balance of the Dutch VFLN
Receivables or the UK Note, as applicable, by the Adjustment Amount; provided that such
Collateral Disposition complies with the applicable requirements of the Loan Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





40









 








     IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above
written.



	 	 	 	 	 
	 	RESIDENTIAL FUNDING COMPANY, LLC,

as Grantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GMAC MORTGAGE, LLC,

as Grantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	RESIDENTIAL CAPITAL, LLC,

as Grantor

 	 
	 	By:  	/s/ John M. Peterson
 	 
	 	 	Name:  	John M. Peterson 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HOMECOMINGS FINANCIAL, LLC,

as Grantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GMAC-RFC HOLDING COMPANY, LLC,

as Grantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GMAC RESIDENTIAL HOLDING COMPANY, LLC,

as Grantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GMAC MODEL HOME FINANCE, LLC,

as a Grantor

 	 
	 	By:  	/s/ Michael J. Franta
 	 
	 	 	Name:  	Michael J. Franta 	 
	 	 	Title:  	President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEVELOPERS OF HIDDEN SPRINGS, LLC,

as Grantor

 	 
	 	By:  	/s/ Michael J. Franta
 	 
	 	 	Name:  	Michael J. Franta 	 
	 	 	Title:  	President
 	 
	 







 









 




	 	 	 	 	 
	 	DOA HOLDING PROPERTIES, LLC,

as Grantor

 	 
	 	By:  	/s/ Michael J. Franta
 	 
	 	 	Name:  	Michael J. Franta 	 
	 	 	Title:  	President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	RFC ASSET HOLDINGS II, LLC,

as Grantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer
 	 
	 







 









 




	 	 	 	 	 
	 	PASSIVE ASSET TRANSACTIONS, LLC,

as Grantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	

RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC,

as Grantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	RESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC,

as Grantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC,

as Grantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	EQUITY INVESTMENT I, LLC,

as Grantor

 	 
	 	By:  	/s/ Michael J. Franta
 	 
	 	 	Name:  	Michael J. Franta 	 
	 	 	Title:  	President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	

GMAC, LLC,

as Lender and Lender Agent

 	 
	 	By:  	/s/ David C. Walker
 	 
	 	 	Name:  	David C. Walker 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.,

as First Priority Collateral Agent

 	 
	 	By:  	/s/ Nicholas D. Tally
 	 
	 	 	Name:  	Nicholas D. Tally 	 
	 	 	Title:  	Vice President 	 
	 




 











 





SCHEDULE I

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




GRANTOR INFORMATION




RESIDENTIAL FUNDING COMPANY, LLC




Jurisdiction of Formation: Delaware

FEIN: 93-0891336

State organization ID number: 2059477

Chief Executive Office/Principal place of business:

One Meridian Crossings

Suite 100

Minneapolis, MN 55423-3940




GMAC MORTGAGE, LLC




Jurisdiction of Formation: Delaware

FEIN: 23-1694840

State organization ID number: 4143873

Chief Executive Office/Principal place of business:

1100 Virginia Drive

Fort Washington, PA 19034-3200




RESIDENTIAL CAPITAL, LLC




Jurisdiction of Formation: Delaware

FEIN: 20-1770738

State organization ID number: 3821622

Chief Executive Office/Principal place of business:

One Meridian Crossings

Suite 100

Minneapolis, MN 55423-3940




HOMECOMINGS FINANCIAL, LLC




Jurisdiction of Formation: Delaware

FEIN: 51-0369458

State organization ID number: 2550221

Chief Executive Office/Principal place of business:

One Meridian Crossings

Suite 100

Minneapolis, MN 55423




 









 





GMAC-RFC HOLDING COMPANY, LLC




Jurisdiction of Formation: Delaware

FEIN: 23-2593763

State organization ID number: 4168620

Chief Executive Office/Principal place of business:

One Meridian Crossings

Suite 100

Minneapolis, MN 55423




GMAC RESIDENTIAL HOLDING COMPANY, LLC




Jurisdiction of Formation: Delaware

FEIN: 91-1902190

State organization ID number: 4176389

Chief Executive Office/Principal place of business:

3993 Howard Hughes Parkway

Suite 250

Las Vegas, NV 89169




GMAC MODEL HOME FINANCE, LLC




Jurisdiction of Formation: Delaware

FEIN: 54-1779094

State organization ID number: 4142191

Chief Executive Office/Principal place of business:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423




RFC ASSET HOLDINGS II, LLC




Jurisdiction of Formation: Delaware

FEIN: 41-1984034

State organization ID number: 4189232

Chief Executive Office:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423




Principal place of business:

3993 Howard Hughes Parkway

Suite 250

Las Vegas, NV 89169




 









 





PASSIVE ASSET TRANSACTIONS, LLC




Jurisdiction of Formation: Delaware

FEIN: 51-0404130

State organization ID number: 3306533

Chief Executive Office/Principal place of business:

1100 Virginia Drive

Fort Washington, PA 19034




DEVELOPERS OF HIDDEN SPRINGS, LLC




Jurisdiction of Formation: Delaware

FEIN: 80-0022985

State organization ID number: 4183059

Chief Executive Office/Principal place of business:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423




DOA HOLDING PROPERTIES, LLC




Jurisdiction of Formation: Delaware

FEIN: 26-1424257

State organization ID number: 4454997

Chief Executive Office/Principal place of business:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423




EQUITY INVESTMENT I, LLC




Jurisdiction of Formation: Delaware

FEIN: 02-0632797

State organization ID number: 3528939

Chief Executive Office/Principal place of business:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423




RESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC




Jurisdiction of Formation: Delaware

FEIN: 26-2736505

State organization ID number: 4551018

Chief Executive Office/Principal place of business:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423




 









 





RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC




Jurisdiction of Formation: Delaware

FEIN: 26-2737180

State organization ID number: 4551021

Chief Executive Office/Principal place of business:

1100 Virginia Drive

Fort Washington, PA 19034




HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC




Jurisdiction of Formation: Delaware

FEIN: 26-2736869

State organization ID number: 4551020

Chief Executive Office/Principal place of business:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423




 









 





SCHEDULE II

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




ADDITIONAL PLACES OF BUSINESS



None.




 









 








SCHEDULE III

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




TRADE NAMES; PRIOR LEGAL NAMES; MERGERS





	1.	 	Trade Names; Prior Legal Names
	 
	 	 	RESIDENTIAL FUNDING COMPANY, LLC






			
	     Prior Names:	 	Residential Funding Corporation

RFC Acquisition Corporation






	 	 	GMAC MORTGAGE, LLC






			
	     Prior Names:	 	GMAC Mortgage Corporation






	 	 	RESIDENTIAL CAPITAL, LLC






			
	     Prior Names:	 	Residential Capital Corporation






	 	 	HOMECOMINGS FINANCIAL, LLC






			
	     Prior Names:	 	Homecomings Financial Network, Inc.

Residential Money Centers, Inc.






	 	 	GMAC-RFC HOLDING COMPANY, LLC






			
	     Prior Names:	 	GMAC-RFC Holding Corp.

GMAC RF, Inc.






	 	 	GMAC RESIDENTIAL HOLDING COMPANY, LLC






			
	     Prior Names:	 	GMAC Residential Holding Corp.






	 	 	GMAC MODEL HOME FINANCE, LLC






			
	     Prior Names:	 	National Model Homes, Inc.

Dynex Residential, Inc.

GMAC Model Home Finance, Inc.

GMAC Model Home Finance of Delaware, Inc.






	 	 	RFC ASSET HOLDINGS II, LLC






			
	     Prior Names:	 	RFC Asset Holdings II, Inc.





 









 









	 	 	PASSIVE ASSET TRANSACTIONS, LLC






			
	     Prior Names:	 	Passive Asset Transactions, Inc.






	 	 	DEVELOPERS OF HIDDEN SPRINGS, LLC






			
	     Prior Names:	 	Developers of Hidden Springs, Inc.






	 	 	DOA HOLDING PROPERTIES, LLC






			
	     Prior Names:	 	None






	 	 	EQUITY INVESTMENT I, LLC






			
	     Prior Names:	 	Core Equity I, LLC






	 	 	RESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC






			
	     Prior Names:	 	None






	 	 	RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC






			
	     Prior Names:	 	None






	 	 	HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC






			
	     Prior Names:	 	None






	2.	 	Mergers
	 
	 	 	GMAC MORTGAGE, LLC
	 
	 	 	On October 25, 2006, GMAC Mortgage, LLC merged with GMAC Mortgage Corporation.
	 
	 	 	GMAC-RFC HOLDING COMPANY, LLC
	 
	 	 	On July 11, 2006, GMAC-RFC Holding Company, LLC merged with GMAC-RFC Holding Corp.
	 
	 	 	DEVELOPERS OF HIDDEN SPRINGS, LLC
	 
	 	 	On August 10, 2006, Developers of Hidden Springs, LLC merged with Developers of Hidden
Springs, Inc.






 











 





SCHEDULE IV

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




INTELLECTUAL PROPERTY




Trademarks




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Serial No.	 	Mark	 	Owner	 	Filing Date	 	Status	 	Reg No.	 	Reg Date
	78601736
	 	EQUITYWISE	 	GMAC MORTGAGE LLC	 	 	 	Allowed	 	 	 	 
	76546683
	 	HOME COMMAND	 	GMAC MORTGAGE LLC	 	2003/09/24	 	Allowed	 	 	 	 
	75278616
	 	DITECH	 	GMAC MORTGAGE LLC	 	1997/04/21	 	Registered	 	2158800	 	1998/05/19
	78559960
	 	105 SELECT	 	GMAC MORTGAGE LLC	 	2005/02/03	 	Registered	 	3298930	 	2007/09/25
	76434684
	 	DITECH.COM — YOUR MORTGAGE SOLUTION DELIVERED	 	GMAC MORTGAGE LLC	 	2002/07/26	 	Registered	 	2721143	 	2003/06/03
	76434953
	 	I LOST ANOTHER LOAN TO DITECH	 	GMAC MORTGAGE LLC	 	2002/07/26	 	Registered	 	2721148	 	2003/06/03
	75401660
	 	GLORIA NILSON	 	GMAC MORTGAGE LLC	 	1997/12/08	 	Registered	 	2245688	 	1999/05/18
	78106868
	 	DITECH.COM — YOUR 24/7 MORTGAGE SOLUTION	 	GMAC MORTGAGE LLC	 	2002/02/05	 	Registered	 	2702661	 	2003/04/01
	76494789
	 	SERVICE YOU DESERVE. PEOPLE YOU TRUST.	 	GMAC MORTGAGE LLC	 	2003/03/06	 	Registered	 	2808259	 	2004/01/27
	75604188
	 	DITECH.COM	 	GMAC MORTGAGE LLC	 	1998/12/09	 	Registered	 	2696027	 	2003/03/11
	76463368
	 	CALDIRECT HOMES LOANS	 	GMAC MORTGAGE LLC	 	2002/10/31	 	Registered	 	2846071	 	2004/05/25
	76492563
	 	HOMESTRENGTH	 	GMAC MORTGAGE LLC	 	2003/02/26	 	Registered	 	2846225	 	2004/05/25
	76515655
	 	DITECH.COM — SPEED GUARANTEED	 	GMAC MORTGAGE LLC	 	2003/05/20	 	Registered	 	2861149	 	2004/07/06
	76579265
	 	BUILDER POWER (& DESIGN)	 	GMAC MORTGAGE LLC	 	2004/03/05	 	Registered	 	2927621	 	2005/02/22
	76579614
	 	CALDIRECT	 	GMAC MORTGAGE LLC	 	2004/03/08	 	Registered	 	2928628	 	2005/03/01
	76580149
	 	DITECH RACING	 	GMAC MORTGAGE LLC	 	2004/03/10	 	Registered	 	2928640	 	2005/03/01
	76603778
	 	DITECH.COM HOME LOANS	 	GMAC MORTGAGE LLC	 	2004/07/23	 	Registered	 	2928647	 	2005/03/01
	76603959
	 	DITECH.COM HOME LOANS (& DESIGN)	 	GMAC MORTGAGE LLC	 	2004/07/26	 	Registered	 	2928648	 	2005/03/01
	76579639
	 	MOVE IN AMERICA	 	GMAC MORTGAGE LLC	 	2004/03/08	 	Registered	 	2930402	 	2005/03/08
	76579638
	 	MOVE IN AMERICA (& DESIGN)	 	GMAC MORTGAGE LLC	 	2004/03/08	 	Registered	 	2941383	 	2005/04/19
	76527153
	 	TRUSTED ADVISOR, SKILLED NEGOTIATOR, AND EXPERT FACILITATOR	 	GMAC MORTGAGE LLC	 	2003/07/01	 	Registered	 	3002328	 	2005/09/27
	76627771
	 	P PREMIER SERVICE	 	GMAC MORTGAGE LLC	 	2005/01/13	 	Registered	 	3039786	 	2006/01/10
	78566421
	 	TRUSTED ADVISOR	 	GMAC MORTGAGE LLC	 	2005/02/14	 	Registered	 	3102238	 	2006/06/06
	78646165
	 	DITECH AT WORK	 	GMAC MORTGAGE LLC	 	2005/06/08	 	Registered	 	3122167	 	2006/07/25






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Serial No.	 	Mark	 	Owner	 	Filing Date	 	Status	 	Reg No.	 	Reg Date
	78855597
	 	PACIFIC UNION	 	GMAC MORTGAGE LLC	 	2006/04/06	 	Registered	 	3206054	 	2007/02/06
	78656722
	 	BUYLINE	 	GMAC MORTGAGE LLC	 	2005/06/23	 	Registered	 	3234981	 	2007/04/24
	78635792
	 	ONESTOP HOMEOWNERSHIP SERVICES	 	GMAC MORTGAGE LLC	 	2005/05/24	 	Registered	 	3265985	 	2007/07/17
	78542966
	 	GHS MORTGAGE	 	GMAC MORTGAGE LLC	 	2005/01/06	 	Registered	 	3288664	 	2007/09/04
	76593441
	 	DITECH.COM FREEDOM LOAN	 	GMAC MORTGAGE LLC	 	2004/05/21	 	Registered	 	3291310	 	2007/09/11
	76597261
	 	GO FAST	 	GMAC MORTGAGE LLC	 	2004/06/14	 	Registered	 	3325181	 	2007/10/30
	78566539
	 	EXPERT FACILITATOR	 	GMAC MORTGAGE LLC	 	2005/02/14	 	Registered	 	3353357	 	2007/12/11
	78917057
	 	DITECH ESIGNATURE	 	GMAC MORTGAGE LLC	 	2006/06/26	 	Registered	 	3396372	 	2008/03/11
	78883555
	 	REAL LIFE. REAL SOLUTIONS.	 	GMAC MORTGAGE LLC	 	2006/05/15	 	Registered	 	3314584	 	2007/10/16
	78887861
	 	DITECH GUARANTEE	 	GMAC MORTGAGE, LLC	 	2006/05/19	 	Allowed	 	 	 	 
	78679328
	 	DITECH MORTGAGE SOLUTIONS	 	GMAC MORTGAGE, LLC	 	2005/07/27	 	Allowed	 	 	 	 
	78742599
	 	HOME REWARDS	 	GMAC MORTGAGE, LLC	 	2005/10/28	 	Published	 	 	 	 
	78113601
	 	HOME DREAMS ONLINE	 	GMAC MORTGAGE, LLC	 	2002/03/08	 	Registered	 	2880218	 	2004/08/31
	78127454
	 	BUILDER POWER	 	GMAC MORTGAGE, LLC	 	2002/05/09	 	Registered	 	2896306	 	2004/10/19
	76495996
	 	CAL DIRECT HOME LOANS (& DESIGN)	 	GMAC MORTGAGE, LLC	 	2003/03/10	 	Registered	 	2903746	 	2004/11/16
	76560776
	 	PATHWAYS	 	GMAC MORTGAGE, LLC	 	2003/11/20	 	Registered	 	2910065	 	2004/12/14
	76561220
	 	THE HOMESTRETCH PLAN	 	GMAC MORTGAGE, LLC	 	2003/11/21	 	Registered	 	2910069	 	2004/12/14
	76586655
	 	CUOTA UNICA DITECH	 	GMAC MORTGAGE, LLC	 	2004/04/14	 	Registered	 	2947511	 	2005/05/10
	76586659
	 	SMARTWATCH	 	GMAC MORTGAGE, LLC	 	2004/04/14	 	Registered	 	2982713	 	2005/08/09
	76492773
	 	HOMEFLEX	 	GMAC MORTGAGE, LLC	 	2003/02/26	 	Registered	 	2992858	 	2005/09/06
	76576481
	 	DITECH FLAT FEE	 	GMAC MORTGAGE, LLC	 	2004/02/20	 	Registered	 	3007701	 	2005/10/18
	76598815
	 	SETTLE AMERICA	 	GMAC MORTGAGE, LLC	 	2004/06/23	 	Registered	 	3025621	 	2005/12/13
	76586657
	 	BORRON Y CUENTA NUEVA	 	GMAC MORTGAGE, LLC	 	2004/04/14	 	Registered	 	3047591	 	2006/01/24
	78113668
	 	HELPING YOU MANAGE THE INVESTMENT IN YOUR HOME	 	GMAC MORTGAGE, LLC	 	2002/03/08	 	Registered	 	3068871	 	2006/03/14
	76610623
	 	FLEXSELECT	 	GMAC MORTGAGE, LLC	 	2004/09/09	 	Registered	 	3071594	 	2006/03/21
	76560283
	 	POWER PUNCH	 	GMAC MORTGAGE, LLC	 	2003/11/17	 	Registered	 	3077130	 	2006/04/04
	76575312
	 	DITECH-1	 	GMAC MORTGAGE, LLC	 	2004/02/12	 	Registered	 	3080195	 	2006/04/11
	78622953
	 	LA ULTIMA PALABRA EN PRESTAMOS	 	GMAC MORTGAGE, LLC	 	2005/05/04	 	Registered	 	3082700	 	2006/04/18
	78623519
	 	CLOSE FOR A CAUSE	 	GMAC MORTGAGE, LLC	 	2005/05/05	 	Registered	 	3085260	 	2006/04/25
	76609555
	 	Warehouse Express	 	GMAC MORTGAGE, LLC	 	2004/09/01	 	Registered	 	3325194	 	2007/10/30
	74279689
	 	HOMECOMINGS	 	GMAC MORTGAGE, LLC	 	1992/05/28	 	Registered	 	1792907	 	1993/09/14
	76494788
	 	PREMIER SERVICE	 	GMAC RESIDENTIAL HOLDING COMPANY, LLC	 	2003/03/06	 	Registered	 	2914178	 	2004/12/28
	78855608
	 	PACIFIC UNION ADVANTAGE	 	GMAC RESIDENTIAL HOLDING COMPANY, LLC	 	2006/04/06	 	Allowed	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Serial No.	 	Mark	 	Owner	 	Filing Date	 	Status	 	Reg No.	 	Reg Date
	78566532
	 	SKILLED NEGOTIATOR	 	GMAC RESIDENTIAL HOLDING COMPANY, LLC	 	2005/02/14	 	Pending	 	 	 	 
	78797825
	 	FLEXPAT	 	GMAC RESIDENTIAL HOLDING COMPANY, LLC	 	2006/01/24	 	Allowed	 	 	 	 
	78923245
	 	SUPPLIER DIRECT (& DESIGN)	 	GMAC RESIDENTIAL HOLDING COMPANY, LLC	 	2006/07/06	 	Registered	 	3237366	 	2007/05/01
	78923210
	 	SUPPLIER DIRECT	 	GMAC RESIDENTIAL HOLDING COMPANY, LLC	 	2006/07/06	 	Registered	 	3237365	 	2007/05/01
	76576712
	 	P	 	GMAC RESIDENTIAL HOLDING COMPANY, LLC	 	2004/02/23	 	Registered	 	3361159	 	2008/01/01
	77127127
	 	KEYCHAIN ALLIANCE	 	RESIDENTIAL CAPITAL, LLC	 	 	 	Published	 	 	 	 
	78139312
	 	QUICKWISE	 	RESIDENTIAL FUNDING COMPANY, LLC	 	2002/06/27	 	Registered	 	2707254	 	2003/04/15
	74348910
	 	GOAL LINE	 	RESIDENTIAL FUNDING COMPANY, LLC	 	1993/01/15	 	Registered	 	1829015	 	1994/03/29
	74713806
	 	GOAL LOAN	 	RESIDENTIAL FUNDING COMPANY, LLC	 	1995/08/10	 	Registered	 	1995345	 	1996/08/20
	78023446
	 	LINE@PRIME	 	RESIDENTIAL FUNDING COMPANY, LLC	 	2000/08/29	 	Registered	 	2552727	 	2002/03/26
	74275769
	 	RFC	 	RESIDENTIAL FUNDING COMPANY, LLC	 	1992/05/15	 	Registered	 	1840863	 	1994/06/21
	78096942
	 	ALTERNET	 	RESIDENTIAL FUNDING COMPANY, LLC	 	2001/12/06	 	Pending	 	 	 	 







 









 








Patents




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY/TYPE	 	TITLE	 	SERIAL NO.	 	FILED	 	STATUS	 	PATENT NO.	 	ISSUED	 	Assignment Status
	US — UTILITY
	 	SIMULATION TECHNIQUE FOR GENERATION
OF AVM AND COLLATERAL RISK INDICATOR RULE SET	 	11484262	 	2006/07/11	 	PUBLISHED	 	 	 	 	 	Assignment to Residential Funding
Corporation by Susan Allen and Beth Harasimowicz
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PCT
	 	GENERATION OF AVM AND COLLATERAL RISK INDICATOR RULE SET	 	PCTUS0715793	 	2007/07/11	 	PUBLISHED	 	 	 	 	 	Covered by the assignment in Serial Number 11484262
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	US — UTILITY
	 	SYSTEM AND METHOD FOR EVALUATING
SECONDARY MARKET OPTIONS FOR LOANS	 	10688321	 	2003/10/17	 	OFFICE ACTION PENDING	 	 	 	 	 	Assignment to GMAC RFC by Dan
Bettenburg and Frank Doherty.  This will be fixed to show assignment
to Residential Funding Company, LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	US — UTILITY
	 	STORED, TEMPORARY ALTERATION OF BUSINESS LOGIC	 	09952995	 	2001/09/14	 	APPEALED	 	 	 	 	 	Assignment to Residential Funding
Corporation by Peter (Ken) Cychosz and Brian Gilkay
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	







 











 





SCHEDULE V

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




COMMERCIAL TORT CLAIMS



None.




 









 





SCHEDULE VI

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




INITIAL COLLATERAL





	1.	 	Mortgage Loans






	 	(a)	 	All mortgage loans identified in the ATS (as hereinafter defined) under the
column “ATS FF” by the Code T215. “ATS” means the internal database maintained by
Residential Funding Company, LLC for the purposes of tracking the facility to which
unsold mortgage loans are pledged.
	 
	 	(b)	 	Mortgage loans (i) secured by real estate located in Canada and for which the
mortgage notes are in the possession of Computershare Trust Company of Canada and (ii)
sold to Residential Funding Company, LLC on or prior to the Closing Date.
	 
	 	(c)	 	Mortgage loans insured by the Federal Housing Administration (“FHA”) or the
U.S. Department of Veterans Affairs (“VA”) and as to which the applicable borrower has
defaulted and a claim exists against either the VA or the FHA.






	2.	 	Servicing Advances






	 	 	 	All right, title and interest of either Residential Funding Company, LLC or GMAC
Mortgage, LLC in and to Servicing P&I Advances and Servicing T&I Advances or
Servicing Corporate Advances other than (i) Servicing Contracts with FNMA, Freddie
Mac or GNMA or (ii) in the case of GMAC Mortgage, LLC any rights in any Servicing
Contract transferred to GMACR MORTGAGE PRODUCTS, LLC prior to the Closing Date, and
(iii) in the case of Residential Funding Company, LLC, any interest in any Servicing
Contract transferred to RFC-GSAP Servicer Advance, LLC prior to the Closing Date.






	3.	 	Securities Accounts — see attached Exhibit A to this Schedule VI.






	4.	 	Pledged Interests — see attached Exhibit B to this Schedule VI.






	5.	 	Pledged Notes — see attached Exhibit C to this Schedule VI.




 









 












	6.	 	Construction, Mezzanine and Working Capital Loans — (i) all first lien construction loans,
including distressed construction loans, (ii) all mezzanine loans, including distressed loans,
secured by equity interests in entities owning real estate and real estate-related assets, and
(iii) all working capital loans which were unencumbered as of February 29, 2008.




 









 











EXHIBIT A TO SCHEDULE VI




SECURITIES ACCOUNTS




	 	 	 	 	 	 	 
	 	 	Financial	 	 	 	 
	Account Owner	 	Institution	 	Account Number	 	Account Name
	 
	GMAC Mortgage, LLC
	 	JP Morgan
	 	G08567

	 	GMAC Mortgage, LLC MSR
Securities and HEQ Residual
Account
	 	 	 	 	 
	 	 
	GMAC Mortgage, LLC
	 	JP Morgan
	 	G54823

	 	GMAC Mortgage, LLC Direct Pair
Off Account
	 	 	 	 	 
	 	 
	Passive Asset
Transactions, LLC
	 	JP Morgan
	 	P66230

	 	Passive Asset Transactions, LLC
	 	 	 	 	 
	 	 
	Residential Funding
Company, LLC
	 	State Street
	 	BGLS

	 	Residential Funding Company,
LLC Capital Markets Pledged
RFC
	 	 	 	 	 
	 	 
	Residential Funding
Company, LLC
	 	State Street
	 	BGLX

	 	Residential Funding Company,
LLC PIA Pledged RFC
	 	 	 	 	 
	 	 
	Residential Funding
Company, LLC
	 	State Street
	 	BGLY

	 	Residential Funding Company,
LLC RIF Pledged RFC
	 	 	 	 	 
	 	 
	Residential Funding
Company, LLC
	 	State Street
	 	BGLU

	 	Residential Funding Company,
LLC Capital Markets Pledged
RAHI II
	 	 	 	 	 
	 	 
	Residential Funding
Company, LLC
	 	State Street
	 	BGLV

	 	Residential Funding Company,
LLC RIF Pledged RAHI II
	 	 	 	 	 
	 	 
	Residential Funding
Company, LLC
	 	State Street
	 	BGLW

	 	Residential Funding Company,
LLC PIA Pledged RAHI II






 









 





EXHIBIT B TO SCHEDULE VI




PLEDGED INTERESTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	Pledged Interests	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	 
	Hidden Springs
Sewer Company, LLC

	 	Limited Liability
Company
	 	 	100	%	 	Developers of
Hidden Springs, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DOA Properties I,
LLC

	 	Limited Liability
Company
	 	 	100	%	 	DOA Holding
Properties, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DOA Properties II,
LLC

	 	Limited Liability
Company
	 	 	100	%	 	DOA Holding
Properties, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Residential
Mortgage Real
Estate Holdings,
LLC

	 	Limited Liability
Company
	 	 	100	%	 	GMAC Mortgage, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GMCMTH, LLC

	 	Limited Liability
Company
	 	 	100	%	 	GMAC Model Home
Finance, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	KBOne, LLC

	 	Limited Liability
Company
	 	 	100	%	 	GMAC Model Home
Finance, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	LENOne, LLC

	 	Limited Liability
Company
	 	 	100	%	 	GMAC Model Home
Finance, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WPSHOne, LLC

	 	Limited Liability
Company
	 	 	100	%	 	GMAC Model Home
Finance, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RFC MHF Funding, LLC

	 	Limited Liability
Company
	 	 	100	%	 	GMAC Model Home
Finance, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Homecomings
Financial Real
Estate Holdings,
LLC

	 	Limited Liability
Company
	 	 	100	%	 	Homecomings
Financial, LLC
	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	Pledged Interests	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	 
	GMAC Residential
Holding Company,
LLC

	 	Limited Liability
Company
	 	 	100	%	 	Residential
Capital, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Developers of
Hidden Springs, LLC

	 	Limited Liability
Company
	 	 	100	%	 	Residential Funding
Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DOA Holding
Properties, LLC

	 	Limited Liability
Company
	 	 	100	%	 	Residential Funding
Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GMAC Model Home
Finance, LLC

	 	Limited Liability
Company
	 	 	100	%	 	Residential Funding
Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RFC Construction
Funding, LLC

	 	Limited Liability
Company
	 	 	100	%	 	Residential Funding
Company, LLC
	 	 	100	%






 









 






EXHIBIT C TO SCHEDULE VI




PLEDGED NOTES




	 	 	 	 	 
	Pledged Note Issuer	 	Pledged Note	 	Pledged Note Holder
	 	 	 
	GX CE Funding B.V.

	 	Note (Note
Certificate No. 1)
dated 4 June 2008 in
the principal amount
of EUR
556,992,836.00 due 3
June 2009 issued
under the Variable
Funding Loan Note
Agreement dated 4
June 2008
	 	Residential Capital, LLC
	 
	 	 	 	 
	Viaduct (No. 7) Limited

	 	Note dated 4 June
2008 in the
principal amount of
£658,116,612.47 due
18 June 2008 issued
under the Note
Issuance Facility
Deed dated on or
about 2 June 2008
	 	Residential Capital, LLC







 











 





SCHEDULE VI(a)

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




FINANCING STATEMENTS DISCLOSURE SCHEDULE




Filing #; Filing Date; Jurisdiction; Debtor; Secured Party



1. Initial Filing # 2007 4676119; filed on 12/11/2007; jurisdiction Delaware; GMAC Mortgage, LLC as
Debtor and JPMorgan Chase Bank, N.A. as Secured Party*;



2. Initial Filing # 6413972 1; filed on 11/28/2006; jurisdiction Delaware; Residential Funding
Company, LLC as Debtor and Credit Suisse First Boston Mortgage Capital LLC as Secured Party*;



3. Initial Filing # 6413972 1 as amended by 2008 1486503; filed on 04/29/2008; jurisdiction
Delaware; Residential Funding Company, LLC as Debtor and Credit Suisse First Boston Mortgage
Capital LLC as Secured Party*;



4. Initial Filing # 6448982 9; filed on 12/21/2006 ; jurisdiction Delaware; GMCMTH, LLC as Debtor
and GMAC Model Home Finance, LLC as Secured Party*;



5. Initial Filing # 4362538 3; filed on 12/22/2004 ; jurisdiction Delaware; Homecomings Financial,
LLC as Debtor and Residential Funding Company, LLC as Additional Debtor and Credit Suisse First
Boston Mortgage Capital LLC as Secured Party*;



6. Initial Filing # 4362538 3 as amended by 2008 1486461; filed on 04/29/2008; jurisdiction
Delaware; Homecomings Financial, LLC as Debtor and Residential Funding Company, LLC as Additional
Debtor and Credit Suisse First Boston Mortgage Capital LLC as Secured Party*;



7. Initial Filing # 2007 4328083; filed on 11/14/2007; jurisdiction Delaware; GMAC Mortgage, LLC as
Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured Party*;



8. Initial Filing # 2007 4692207; filed on 12/12/2007; jurisdiction Delaware; GMAC Mortgage, LLC as
Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured Party*;



9. Initial Filing # 5238450 2; filed on 07/28/2005; jurisdiction Delaware; Residential Funding
Corporation as Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured
Party*;



10. Initial Filing # 5238450 2 as amended by 6187890 9; filed on 06/02/2006; jurisdiction Delaware;
Residential Funding Corporation as Debtor and Federal National Mortgage Association (a/k/a Fannie
Mae) as Secured Party*;



11. Initial Filing # 2007 4692215; filed on 12/12/2007; jurisdiction Delaware; Homecomings
Financial, LLC as Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured
Party*;




 









 







12. Initial Filing # 2008 0785533; filed on 03/04/2008; jurisdiction Delaware; GMAC Mortgage, LLC
as Debtor and Credit Suisse First Boston, New York Branch as Secured Party*1;



13. Initial Filing # 2008 1437654; filed on 04/24/2008; jurisdiction Delaware; Residential Funding
Company, LLC as Debtor and Residential Funding Mortgage Securities II, Inc. as Secured Party;



14. Initial Filing # 2007 3119855; filed on 07/30/2007; jurisdiction Delaware; GMAC Mortgage, LLC
as Debtor and Comerica Bank as Secured Party*2;



15. Initial Filing # 2007 0405653; filed on 01/31/2007; jurisdiction Delaware; GMAC Mortgage, LLC
as Debtor and Bank of America, N.A. as Secured Party*3; and



16. Initial Filing # 2007 2212677; filed on 06/12/2007; jurisdiction Delaware; Homecomings
Financial, LLC as Debtor and Sherman Originator LLC as Secured Party.






 




			
	1	 	[The (*) can remain if not Primary Collateral (i.e. can
remain if similar to #6 above on this Schedule)]
	 
	2	 	[The (*) can remain if it is confirmed that cash flows
on Collateral do not flow through these accounts]
	 
	3	 	[The (*) can remain if it is confirmed that accounts
are not main investment account or accounts related to that account]




 









 










SCHEDULE VII

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




DIRECT SUBSIDIARIES




	 	 	 	 	 
	 	 	 	 	Jurisdiction of
	 	 	 	 	Incorporation
	Parent	 	Subsidiary	 	(Subsidiary)
	 
	GMAC Mortgage, LLC

	 	CAP RE of Vermont, LLC
	 	Vermont
	 

	 	Ditech, LLC
	 	Delaware
	 

	 	Executive Closing Services, LLC
	 	Delaware
	 

	 	Executive Trustee Services, LLC
	 	Delaware
	 

	 	GMAC Mortgage USA Corporation
	 	Delaware
	 

	 	GMAC Mortgage, LLC of TN
	 	Delaware
	 

	 	GMACR Mortgage Products, LLC
	 	Delaware
	 

	 	GMV Management Services, LLC
	 	Delaware
	 

	 	Horsham Funding, LLC
	 	Delaware
	 

	 	Ladue Associates, Inc.
	 	Pennsylvania
	 

	 	MINT I VFN Holdings, LLC
	 	Delaware
	 

	 	MINT I, LLC
	 	Delaware
	 

	 	Passive Asset Transactions, LLC
	 	Delaware
	 

	 	Residential Consumer Services, LLC
	 	Delaware
	 

	 	Residential Mortgage Real Estate Holdings, LLC
	 	Delaware
	 

	 	Walnut Grove Funding, LLC
	 	Delaware
	 
	Residential Funding
Company, LLC

	 	Asset Lending Company II, LLC
	 	Delaware
	 

	 	Asset Management Performance Services, LLC
	 	Delaware
	 

	 	Developers of Hidden Springs, LLC
	 	Delaware
	 

	 	DOA Holding Properties, LLC
	 	Delaware
	 

	 	EPRE LLC
	 	Delaware
	 

	 	Equity Investment I, LLC
	 	Delaware
	 

	 	Equity Investments II, LLC
	 	Delaware
	 

	 	Equity Investment III, LLC
	 	Delaware
	 

	 	GMAC Model Home Finance, LLC
	 	Delaware
	 

	 	GMAC Model Home Finance I, LLC
	 	Delaware
	 

	 	GMAC-RFC Australia Pty Limited
	 	Australia
	 

	 	GMAC-RFC Europe Limited
	 	U.K.
	 

	 	GMAC-RFC Holdings Limited
	 	U.K.
	 

	 	GMAC-RFC Ireland Limited
	 	U.K.
	 

	 	Homecomings Financial, LLC
	 	Delaware
	 

	 	MFC Asset, LLC
	 	Delaware
	 

	 	MINT II Holdings LLC
	 	Delaware






 









 






	 	 	 	 	 
	 	 	 	 	Jurisdiction of
	 	 	 	 	Incorporation
	Parent	 	Subsidiary	 	(Subsidiary)
	 
	 

	 	MINT II, LLC
	 	Delaware
	 

	 	REG-PFH, LLC
	 	Delaware
	 

	 	Residential Asset Management Company LLC
	 	Delaware
	 

	 	Residential Funding Mortgage Exchange, LLC
	 	Delaware
	 

	 	Residential Funding of Canada Finance ULC
	 	Canada
	 

	 	Residential Funding Real Estate Holdings, LLC
	 	Delaware
	 

	 	Residential Funding Securities, LLC
	 	Delaware
	 

	 	RFC — GSAP Servicer Advance, LLC
	 	Delaware
	 

	 	RFC ABS CDO WHSub I Ltd
	 	Cayman Islands
	 

	 	RFC Advance Depositor, LLC
	 	Delaware
	 

	 	RFC Asset Holdings II, LLC
	 	Delaware
	 

	 	RFC Asset Management, LLC
	 	Delaware
	 

	 	RFC Construction Funding, LLC
	 	Delaware
	 

	 	RFC Investments Limited
	 	U.K.
	 

	 	RFC Resort Funding, LLC
	 	Delaware
	 
	GMAC-RFC Holding
Company, LLC

	 	Residential Accredit Loans, Inc.
	 	Delaware
	 

	 	Residential Asset Mortgage Products, Inc.
	 	Delaware
	 

	 	Residential Asset Securities Corporation
	 	Delaware
	 

	 	Residential Funding Company, LLC
	 	Delaware
	 

	 	Residential Funding Mortgage Securities I, Inc.
	 	Delaware
	 

	 	Residential Funding Mortgage Securities II, Inc.
	 	Delaware
	 
	Residential Capital, LLC

	 	GMAC Residential Holding Company, LLC
	 	Delaware
	 

	 	GMAC-RFC Holding Company, LLC
	 	Delaware
	 

	 	IB Finance Holding Company, LLC
	 	Delaware
	 
	Homecomings Financial,
LLC

	 	HFN REO Sub II, LLC
	 	Delaware
	 

	 	Homecomings Financial Real Estate Holdings, LLC
	 	Delaware
	 
	GMAC Residential
Holding Company, LLC

	 	GMAC Home Services, LLC
	 	Delaware
	 

	 	GMAC Mortgage, LLC
	 	Delaware
	 

	 	GHS Global Relocation UK Limited
	 	U.K.
	 

	 	GMACB Service Company, LLC
	 	Delaware
	 

	 	GMACRH Settlement Services, LLC
	 	Delaware
	 
	Developers of Hidden
Springs, LLC

	 	Hidden Springs Sewer Company, LLC
	 	Delaware
	 
	DOA Holding Properties,
LLC

	 	DOA Properties I, LLC
	 	Delaware
	 

	 	DOA Properties II, LLC
	 	Delaware
	 
	GMAC Model Home
Finance, LLC

	 	GMCMTH, LLC
	 	Delaware






 









 






	 	 	 	 	 
	 	 	 	 	Jurisdiction of
	 	 	 	 	Incorporation
	Parent	 	Subsidiary	 	(Subsidiary)
	 
	 

	 	KBOne, LLC
	 	Delaware
	 

	 	LENOne, LLC
	 	Delaware
	 

	 	WPSHOne, LLC
	 	Delaware
	 

	 	RFC MHF Funding, LLC
	 	Delaware
	 
	Residential Funding
Company, LLC (99.99%)

	 	GMAC Financiera, S.A. de C.V.
	 	Mexico
	 

	 	GMAC Hipotecaria, S.A. de C.V.
	 	Mexico
	 

	 	GMAC-RFC Brasil Ltda
	 	Brazil
	 

	 	GMAC-RFC Chile Inversiones Ltda
	 	Chile
	 
	Residential Funding
Company, LLC
(99.99999968%)

	 	GMAC-RFC Auritec, S.A.
	 	Mexico
	 
	Residential Funding
Company, LLC (99%)

	 	GMAC RFC International Holdings Cooperatief U.A.
	 	Netherlands
	 
	GMAC-RFC Holding
Company, LLC (0.01%)

	 	GMAC RFC International Holdings Cooperatief U.A.
	 	Netherlands
	 
	Homecomings Financial,
LLC (0.01%)

	 	GMAC-RFC Brasil Ltda
	 	Brazil
	 

	 	GMAC-RFC Chile Inversiones Ltda
	 	Chile
	 
	Homecomings Financial,
LLC (0.00000032%)

	 	GMAC-RFC Auritec, S.A.
	 	Mexico






 









 






SCHEDULE VIII

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




EXCLUDED SIGNIFICANT SUBSIDIARIES




None.





 












 





SCHEDULE IX 

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT 

AND IRREVOCABLE PROXY




BAILMENT COLLATERAL





	1.	 	Stock Certificate certifying that Residential Funding Company, LLC owns twenty-four
million two hundred seventy seven thousand five hundred (24,277,500) ordinary shares of
GMAC-RFC Australia Pty Limited, a corporation formed under the laws of the Australia (the
“Company”), standing in its name on the books of the Company, which is represented by
Certificate No. 6.
	 
	2.	 	Stock Certificate certifying that GMAC-RFC Holding Company, LLC (formerly known as GMAC
RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per share, of
Residential Funding Mortgage Securities II, Inc., a corporation formed under the laws of
the State of Delaware (the “Company”), standing in its name on the books of the Company,
which is represented by Certificate No. 1.
	 
	3.	 	Stock Certificate certifying that GMAC-RFC Holding Company, LLC (formerly known as GMAC
RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per share, of
Residential Asset Securities Corporation, a corporation formed under the laws of the State
of Delaware (the “Company”), standing in its name on the books of the Company, which is
represented by Certificate No. 1.
	 
	4.	 	Stock Certificate certifying that GMAC-RFC Holding Company, LLC (formerly known as GMAC
RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per share, of
Residential Accredit Loans, Inc., a corporation formed under the laws of the State of
Delaware (the “Company”), standing in its name on the books of the Company, which is
represented by Certificate No. 1.
	 
	5.	 	Stock Certificate certifying that GMAC Mortgage, LLC (formerly known as GMAC Mortgage
Corporation) owns three thousand (3,000) shares of common stock, par value $0.01 per share,
of GMAC Mortgage USA Corporation, a corporation formed under the laws of the State of
Delaware (the “Company”), standing in its name on the books of the Company, which is
represented by Certificate No. 1.
	 
	6.	 	Note (Note Certificate No. 1) dated 4 June 2008 in the principal amount of EUR
556,992,836.00 due 3 June 2009 issued under the Variable Funding Loan Note Agreement dated
4 June 2008 between GX CE Funding B.V. (the “Issuer”) and Residential Capital, LLC (the
“Holder”).




 









 






	7.	 	Note dated 4 June 2008 in the principal amount of £658,116,612.47 due 18 June 2008
issued under the Note Issuance Facility Deed dated on or about 2 June 2008 between Viaduct
(No. 7) Limited (the “Issuer”) and Residential Capital, LLC (the “Holder”).
	 
	8.	 	Stock Certificate certifying that GMAC Mortgage, LLC owns one hundred (100) shares of
common stock, without par value, of Ladue Associates, Inc., a corporation formed under the
laws of the State of Delaware (the “Company”), standing in its name on the books of the
Company, which is represented by Certificate No. 1.
	 
	9.	 	Stock Certificate certifying that GMAC-RFC Holding Company, LLC (formerly known as GMAC
RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per share, of
Residential Asset Mortgage Products, Inc., a corporation formed under the laws of the State
of Delaware (the “Company”), standing in its name on the books of the Company, which is
represented by Certificate No. 2.
	 
	10.	 	Stock Certificate certifying that GMAC-RFC Holding Company, LLC (formerly known as GMAC
RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per share, of
Residential Funding Mortgage Securities I, Inc., a corporation formed under the laws of the
State of Delaware (the “Company”), standing in its name on the books of the Company, which
is represented by Certificate No. 2.










 









 











SCHEDULE X 

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT 

AND IRREVOCABLE PROXY




DEPOSIT ACCOUNTS OF ADDITIONAL ACCOUNT PARTIES; SECURITIES 

ACCOUNTS OF FABS GRANTORS





	(a)	 	Concentration Accounts





	 	 	 	 	 	 	 
	 	 	Financial	 	 	 	 
	Account Owner	 	Institution	 	Account Number	 	Account Name
	 	 	 	 	 
	 	 
	Residential
Capital, LLC
	 	Bank of America
	 	12354-69131

	 	Residential
Capital, LLC
Concentration
Account
	 	 	 	 	 
	 	 
	GMAC Mortgage, LLC
	 	Wachovia
	 	2000042898689

	 	GMAC Mortgage, LLC
Concentration
Account for the
benefit of Wells
Fargo, N.A. as
Collateral Control
Agent
	 	 	 	 	 
	 	 
	Homecomings
Financial, LLC
	 	Wachovia
	 	2000041713516

	 	Homecomings
Financial, LLC
Concentration
Account for the
benefit of Wells
Fargo, N.A. as
Collateral Control
Agent
	 	 	 	 	 
	 	 
	Residential
Capital, LLC
	 	Wachovia
	 	2000042898663

	 	Residential
Capital, LLC
Concentration
Account for the
benefit of Wells
Fargo Bank, N.A. as
Collateral Control
Agent
	 	 	 	 	 
	 	 
	Residential
Capital, LLC
	 	Wachovia
	 	2000041713626

	 	Residential
Capital, LLC IBG
Concentration
Account for the
benefit of Wells
Fargo Bank, N.A. as
Collateral Control
Agent
	 	 	 	 	 
	 	 
	Residential Funding
Company, LLC
	 	Wachovia
	 	2000042898676

	 	Residential Funding
Company, LLC
Concentration
Account for the
benefit of Wells
Fargo, N.A. as
Collateral Control
Agent






 









 






	(b)	 	Sales Proceeds Accounts





	 	 	 	 	 	 	 
	 	 	Financial	 	 	 	 
	Account Owner	 	Institution	 	Account Number	 	Account Name
	 	 	 	 	 
	 	 
	Residential
Capital, LLC
	 	Bank of America
	 	12355-82255
	 	 
	 	 	 	 	 
	 	 
	GMAC Mortgage, LLC
	 	JP Morgan
	 	0728408567

	 	GMACM MSR SECURITIES AND HEQ
RESIDUAL ACCOUNT FOR THE
BENEFIT OF WELLS FARGO BANK,
N.A. AS COLLATERAL CONTROL
AGENT
	 	 	 	 	 
	 	 
	GMAC Mortgage, LLC
	 	JP Morgan
	 	0728454823

	 	GMACM DIRECT PAIROFF ACCOUNT
FOR THE BENEFIT OF WELLS FARGO
BANK, N.A. AS COLLATERAL
CONTROL AGENT
	 	 	 	 	 
	 	 
	Passive Asset
Transactions, LLC
	 	JP Morgan
	 	0777163338

	 	PASSIVE ASSET TRANSACTIONS, LLC
FOR THE BENEFIT OF WELLS FARGO
BANK, N.A. AS COLLATERAL
CONTROL AGENT
	 	 	 	 	 
	 	 
	Residential Funding
Company, LLC
	 	State Street
	 	004 35 131

	 	Residential Funding Company,
LLC Capital Markets Pledged RFC
	 	 	 	 	 
	 	 
	Residential Funding
Company, LLC
	 	State Street
	 	004 351 72

	 	Residential Funding Company,
LLC PIA Pledged RFC
	 	 	 	 	 
	 	 
	Residential Funding
Company, LLC
	 	State Street
	 	004 351 80

	 	Residential Funding Company,
LLC RIF Pledged RFC
	 	 	 	 	 
	 	 
	Residential Funding
Company, LLC
	 	State Street
	 	004 351 49

	 	RFC Assets Holdings II, LLC
Capital Markets Pledged RAHI II






 









 






	 	 	 	 	 	 	 
	 	 	Financial	 	 	 	 
	Account Owner	 	Institution	 	Account Number	 	Account Name
	 	 	 	 	 
	 	 
	Residential Funding
Company, LLC
	 	State Street
	 	004 351 56

	 	RFC Assets Holdings II, LLC-RIF
Pledged RAHI II
	 	 	 	 	 
	 	 
	Residential Funding
Company, LLC
	 	State Street
	 	004 351 64

	 	RFAH-PIA Pledged RAHI II
	 	 	 	 	 
	 	 
	Residential Funding
Company, LLC
	 	Wachovia
	 	2000041713451

	 	Residential Funding Company,
LLC Sales Proceeds Account for
the benefit of Wells Fargo
Bank, N.A. as Collateral
Control Agent
	 	 	 	 	 
	 	 
	Residential
Mortgage Real
Estate Holdings,
LLC
	 	Wachovia
	 	2000041713969

	 	Residential Mortgage Real
Estate Holdings, LLC Sales
Proceeds Account for the
benefit of Wells Fargo Bank,
N.A. as Collateral Control
Agent
	 	 	 	 	 
	 	 
	Residential Funding
Real Estate
Holdings, LLC
	 	Wachovia
	 	2000041713972

	 	Residential Funding Real Estate
Holdings, LLC Sales Proceeds
Account for the benefit of
Wells Fargo Bank, N.A. as
Collateral Control Agent
	 	 	 	 	 
	 	 
	Homecomings
Financial Real
Estate Holdings,
LLC
	 	Wachovia
	 	2000041713985

	 	Homecomings Financial Real
Estate Holdings, LLC Sales
Proceeds Account for the
benefit of Wells Fargo Bank,
N.A. as Collateral Control
Agent
	 	 	 	 	 
	 	 
	Passive Asset
Transactions, LLC
	 	Wachovia
	 	2000041713781

	 	Passive Asset Transactions, LLC
	 	 	 	 	 
	 	 
	GMAC Mortgage, LLC
	 	Wachovia
	 	2000042911867

	 	GMAC Mortgage, LLC
	 	 	 	 	 
	 	 
	RFC Asset Holdings
II, LLC
	 	Wachovia
	 	2000041713956

	 	RFC Asset Holdings II, LLC






 









 






	 	 	 	 	 	 	 
	 	 	Financial	 	 	 	 
	Account Owner	 	Institution	 	Account Number	 	Account Name
	 	 	 	 	 
	 	 
	Developers of
Hidden Springs, LLC
	 	Wachovia
	 	2000041713477

	 	Developers of Hidden Springs,
LLC Sales Proceeds Account for
the benefit of Wells Fargo,
N.A. as Collateral Control
Agent
	 	 	 	 	 
	 	 
	Equity Investment
I, LLC
	 	Wachovia
	 	2000041713493

	 	Equity Investments I, LLC Sales
Proceeds Account for the
benefit of Wells Fargo, N.A. as
Collateral Control Agent
	 	 	 	 	 
	 	 
	DOA Holding
Properties, LLC
	 	Wachovia
	 	2000041713503

	 	DOA Holding Properties, LLC
Sales Proceeds Account for the
benefit of Wells Fargo, N.A. as
Collateral Control Agent
	 	 	 	 	 
	 	 
	Residential Funding
Company, LLC
	 	Wachovia
	 	2000042911870

	 	Residential Funding Company, LLC
	 	 	 	 	 
	 	 
	Residential Funding
Company,
LLC4
	 	Wachovia
	 	2000041713671

	 	Residential Funding Company, LLC
	 	 	 	 	 
	 	 
	GMAC Mortgage,
LLC1
	 	Wachovia
	 	2000041714353

	 	GMAC Mortgage, LLC
	 	 	 	 	 
	 	 
	GMAC Mortgage,
LLC1
	 	Wachovia
	 	2000041713668

	 	GMAC Mortgage, LLC
	 	 	 	 	 
	 	 
	GMAC Model Home
Finance, LLC
	 	Wachovia
	 	2000041713464

	 	GMAC Model Home Finance, LLC








 




			
	4	 	This is a Servicing Advances Account




 









 











	(c)	 	Securities Accounts of FABS Grantors





	 	 	 	 	 	 	 
	 	 	Financial	 	 	 	 
	Account Owner	 	Institution	 	Account Number	 	Account Name
	 	 	 	 	 
	 	 
	Passive Asset
Transactions, LLC
	 	JP Morgan
	 	P66230

	 	Passive Asset Transactions, LLC







 











 





SCHEDULE XI

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




NOTICE INFORMATION




The Grantors::




Residential Funding Company, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7359

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




GMAC Mortgage, LLC

c/o Residential Funding Company, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7359

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320




 









 





Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Homecomings Financial, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7359

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




GMAC-RFC Holding Company, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7359

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




GMAC Residential Holding Company, LLC

3993 Howard Hughes Parkway

Suite 250

Las Vegas, NV 89169

Attn: William Casey

Phone: (215) 682-6301

Fax: (215) 682-1249

Email: william.casey@gmacrescap.com




 









 





GMAC Model Home Finance, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423




With copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




RFC Asset Holdings II, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423




With copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Passive Asset Transactions, LLC

1100 Virginia Drive

Fort Washington, PA 19034




With copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




 









 





DOA Holding Properties, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423




With copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Equity Investment I, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423




With copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Residential Funding Real Estate Holdings, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423




With copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




 









 





Residential Mortgage Real Estate Holdings, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423




With copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Homecomings Financial Real Estate Holdings, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423




With copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




 









 





The Lender Agent:




GMAC LLC

200 Renaissance Center

Detroit, MI 48265

Attn: David Walker, Group VP and Treasurer

Phone: (313) 656-5400

Fax: (313) 656-5401

Email: david.walker@gmacfs.com




With copy to:




William B. Solomon, VP and General Counsel

Phone: (313) 656-6128

Fax: (313) 656-6124

Email: William.b.solomon@gm.com




The First Priority Collateral Agent:




Wells Fargo Bank, N.A.

625 Marquette Avenue

N9311-110

Minneapolis, Minnesota 55479

Nicholas D. Tally — Specialized Products Group

Phone: (612) 667-3961

Fax: (612) 667-9825





 











 





ATTACHMENT I 

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT 

AND IRREVOCABLE PROXY




PLEDGED EQUITY AND PLEDGED NOTES




Item A. Pledged Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Common Stock	 	 	 	 
	 	 	Authorized	 	Outstanding	 	 	 	% of Shares
	Pledged Share Issuer	 	Shares	 	Shares	 	Beneficial Owner	 	Pledged
	GMAC Mortgage USA Corporation
	 	 	3,000	 	 	 	3,000	 	 	GMAC Mortgage, LLC	 	 	100	%
	Ladue Associates, Inc.
	 	 	100	 	 	 	100	 	 	GMAC Mortgage, LLC	 	 	100	%
	Residential Accredit Loans, Inc.
	 	 	1,000	 	 	 	1,000	 	 	GMAC-RFC Holding Company, LLC	 	 	100	%
	Residential Asset Mortgage Products, Inc.
	 	 	1,000	 	 	 	 	 	 	GMAC-RFC Holding Company, LLC	 	 	100	%
	Residential Asset Securities Corporation
	 	 	1,000	 	 	 	1,000	 	 	GMAC-RFC Holding Company, LLC	 	 	100	%
	Residential Funding Mortgage Securities I, Inc.
	 	 	1,000	 	 	 	 	 	 	GMAC-RFC Holding Company, LLC	 	 	100	%
	Residential Funding Mortgage Securities II, Inc.
	 	 	1,000	 	 	 	1,000	 	 	GMAC-RFC Holding Company, LLC	 	 	100	%
	GMAC-RFC Australia Pty Limited5
	 	 	37,350,001	6	 	 	37,350,001	5	 	Residential Funding Company, LLC	 	 	65	%








 




			
	5	 	This is a cooperative with excluded liability.
	 
	6	 	These are ordinary shares.





 









 





Item B. Pledged Interests




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	 	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	Pledged Interests Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Hidden Springs Sewer Company, LLC

	 	Limited Liability Company
	 	 	100	%	 	Developers of Hidden Springs, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DOA Properties I, LLC

	 	Limited Liability Company
	 	 	100	%	 	DOA Holding Properties, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DOA Properties II, LLC

	 	Limited Liability Company
	 	 	100	%	 	DOA Holding Properties, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	CAP RE of Vermont, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Mortgage, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ditech, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Mortgage, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Executive Closing Services, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Mortgage, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Executive Trustee Services, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Mortgage, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GMAC Mortgage, LLC of TN

	 	Limited Liability Company
	 	 	100	%	 	GMAC Mortgage, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GMACR Mortgage Products, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Mortgage, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GMV Management Services, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Mortgage, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Horsham Funding, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Mortgage, LLC
	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	 	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	Pledged Interests Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	MINT I VFN Holdings, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Mortgage, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	MINT I, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Mortgage, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Passive Asset Transactions, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Mortgage, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Residential Consumer Services, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Mortgage, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Residential Mortgage Real Estate Holdings, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Mortgage, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Walnut Grove Funding, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Mortgage, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GMCMTH, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Model Home Finance, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	KBOne, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Model Home Finance, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	LENOne, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Model Home Finance, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WPSHOne, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Model Home Finance, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RFC MHF Funding, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Model Home Finance, LLC
	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	 	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	Pledged Interests Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GMAC Home Services, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Residential Holding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GMAC Mortgage, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Residential Holding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GMACB Service Company, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Residential Holding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GMACRH Settlement Services, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC Residential Holding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Residential Funding Company, LLC

	 	Limited Liability Company
	 	 	100	%	 	GMAC-RFC Holding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	HFN REO Sub II, LLC

	 	Limited Liability Company
	 	 	100	%	 	Homecomings Financial, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Homecomings Financial Real Estate Holdings, LLC

	 	Limited Liability Company
	 	 	100	%	 	Homecomings Financial, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GMAC Residential Holding Company, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Capital, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GMAC-RFC Holding Company, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Capital, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	IB Finance Holding Company, LLC

	 	Limited Liability Company
	 	 	49	%	 	Residential Capital, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Asset Lending Company II, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	 	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	Pledged Interests Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Asset Management Performance Services, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Developers of Hidden Springs, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DOA Holding Properties, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EPRE LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Equity Investment I, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Equity Investment III, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GMAC Model Home Finance, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GMAC Model Home Finance I, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Homecomings Financial, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	MFC Asset, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	MINT II Holdings LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	MINT II, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	 	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	Pledged Interests Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	REG-PFH, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Residential Asset Management Company LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Residential Funding Mortgage Exchange, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Residential Funding Real Estate Holdings, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Residential Funding Securities, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RFC Advance Depositor, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RFC Asset Holdings II, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RFC Asset Management, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RFC Construction Funding, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RFC — GSAP Servicer Advance, LLC

	 	Limited Liability Company
	 	 	100	%	 	Residential Funding Company, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GMAC RFC International Holdings Cooperatief U.A.

	 	Membership Interests
	 	 	100	%	 	Residential Funding Company, LLC
(99%); GMAC-RFC Holding Company,
LLC (0.01%)
	 	 	65	%






 









 





Item C. UK Pledged Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total Number of	 	Shares Certificate	 	 	 	% of Shares
	Pledged Share Issuer	 	Shares Issued	 	Number	 	Beneficial Owner	 	Pledged
	GMAC-RFC Holdings Limited
	 	 	188,117,940	 	 	 	1	 	 	Residential Funding Company, LLC	 	 	65	%
	GMAC-RFC Europe Limited
	 	 	100	 	 	 	1	 	 	Residential Funding Company, LLC	 	 	65	%
	RFC Investments Limited
	 	 	5,000,000	 	 	 	1	 	 	Residential Funding Company, LLC	 	 	65	%






Item D. Pledged Notes




	 	 	 	 	 
	Pledged Note Issuer	 	Pledged Note	 	Pledged Note Holder
	 
	 	 	 	 
	GX CE Funding B.V.

	 	Note (Note
Certificate No. 1)
dated 4 June 2008 in
the principal amount
of EUR
556,992,836.00 due 3
June 2009 issued
under the Variable
Funding Loan Note
Agreement dated 4
June 2008
	 	Residential Capital, LLC
	 
	 	 	 	 
	Viaduct (No. 7) Limited

	 	Note dated 4 June
2008 in the
principal amount of
£658,116,612.47 due
18 June 2008 issued
under the Note
Issuance Facility
Deed dated on or
about 2 June 2008
	 	Residential Capital, LLC







 











 





ATTACHMENT II

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




Form of Joinder Agreement



This JOINDER AGREEMENT, dated as of                      ___, 20___, is delivered pursuant to Section 15
of the First Priority Pledge and Security Agreement and Irrevocable Proxy, dated as of                      ___, 2008, among Residential Funding Company, LLC, GMAC Mortgage, LLC, certain of their Affiliates from
time to time parties thereto as Grantors, GMAC, LLC, as Lender and Lender Agent, and Wells Fargo
Bank, N.A., as First Priority Collateral Agent and Collateral Control Agent (as amended,
supplemented, restated or otherwise modified from time to time, the “Pledge and Security
Agreement”). Capitalized terms used herein without definition are used as defined in the
Pledge and Security Agreement.



By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 15 of
the Pledge and Security Agreement, hereby becomes a party to the Pledge and Security Agreement as
[a/an [Additional Account Party] [Equity Pledgor] [FABS Grantor] [a Grantor that is a Guarantor]
thereunder with the same force and effect as if originally named as [a/an [Additional Account
Party] [Equity Pledgor] [FABS Grantor]] [a Grantor that is a Guarantor] therein and, without
limiting the generality of the foregoing, as collateral security for the prompt and complete
payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the
Obligations, hereby mortgages, pledges, assigns, transfers and hypothecates to the Senior Secured
Collateral Agent for the benefit of the Lender Parties, and grants to the Senior Secured Collateral
Agent for the benefit of the Lender Parties a lien on and security interest in, all of its right,
title and interest in, to and under the Collateral of the undersigned described in Annex A
and expressly assumes all obligations and liabilities of [a/an [Additional Account Party] [Equity
Pledgor] [FABS Grantor]] [a Grantor that is a Guarantor] thereunder. The undersigned hereby agrees
to be bound as [a/an [Additional Account Party] [Equity Pledgor] [FABS Grantor] [a Grantor that is
a Guarantor]for the purposes of the Pledge and Security Agreement.



The information set forth in Annex B is hereby added to the information set forth in
Schedules I through XI and Attachment I to the Pledge and Security Agreement. By acknowledging and
agreeing to this Joinder Agreement, the undersigned hereby agrees that this Joinder Agreement may
be attached to the Pledge and Security Agreement and that the Collateral listed on Annex A
to this Joinder Amendment shall be and become part of the Collateral referred to in the Pledge and
Security Agreement and shall secure all Obligations.



The undersigned hereby represents and warrants that each of the representations and warranties
contained in Section 6 of the Pledge and Security Agreement applicable to it is true and correct on
and as the date hereof as if made on and as of such date.




 









 







IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and
delivered as of the date first above written.




	 	 	 	 	 
	 	[ADDITIONAL GRANTOR]


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ACKNOWLEDGED AND AGREED

as of the date first above written:




	 	 	 	 	 
	GMAC, LLC

as Lender Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 	 	 
	WELLS FARGO BANK, N.A.,

as First Priority Collateral Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 	 	 
	WELLS FARGO BANK, N.A.,

as Collateral Control Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 









 








ANNEX A

TO JOINDER AGREEMENT




Description of Collateral



As used in the Joinder Agreement to which this Annex A is attached, the “Collateral” of the
Grantor(s) executing this Joinder Agreement shall mean with respect to each such Grantor:



All of such Grantor’s right, title and interest, in, to, and under, whether now or hereafter
existing, owned or acquired and wherever located and howsoever created, arising or evidenced, all
of the following:



The Grantors shall, from time to time, execute and deliver to the Lender Agent, as the Lender Agent
may reasonably request, all such supplements and amendments hereto and all such financing
statements, continuation statements, instruments of further assurance and other instruments, and
shall take such other action as the Lender Agent reasonably deems necessary or advisable to ensure
a first priority, perfected security interest in all or any portion of the Collateral.



[Describe pledged collateral, which should be consistent with the collateral descriptions in
Sections 2, 3, 4 or 5 as appropriate]



 









 







ANNEX B

TO JOINDER AGREEMENT




Updated Information to Schedules I-XI and Attachment I

to Pledge and Security Agreement and Irrevocable Proxy