exv4w6






Exhibit 4.6




EXECUTION VERSION




 





THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY




dated as of




June 6, 2008




among




RESIDENTIAL CAPITAL, LLC,

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

as Grantors




U.S. BANK NATIONAL ASSOCIATION,

as Trustee




and




WELLS FARGO BANK, N.A.,

as Third Priority Collateral Agent




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	1.

	 	Definitions
	 	 	2	 
	2.

	 	Grant of Security Interest by the Company, the Guarantors and Model Home
	 	 	9	 
	3.

	 	Grant of Security Interest by Equity Pledgors
	 	 	11	 
	4.

	 	Grant of Security Interest by FABS Grantors
	 	 	12	 
	5.

	 	Grant of Security Interest by Additional Account Parties
	 	 	13	 
	6.

	 	Third Priority Nature of Liens
	 	 	13	 
	7.

	 	Representations and Warranties
	 	 	14	 
	8.

	 	Grantor Remains Liable; Nature of Security Interest; Subrogation, etc.
	 	 	17	 
	9.

	 	Collections, etc.
	 	 	18	 
	10.

	 	Release
	 	 	18	 
	11.

	 	Agreements of the Grantors
	 	 	19	 
	12.

	 	Agreement as to Investment Property; Voting
	 	 	22	 
	13.

	 	Defaults and Events of Default; Remedies
	 	 	25	 
	14.

	 	Limitation on Duty in Respect of Collateral
	 	 	28	 
	15.

	 	Special Provisions Relating to the Third Priority Collateral Agent
	 	 	29	 
	16.

	 	General
	 	 	36	 






-i-









 






THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




     THIS THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (this
“Agreement”), dated as of June 6, 2008, is among Residential Capital, LLC, a Delaware
limited liability company (the “Company”), GMAC Mortgage, LLC, a Delaware limited liability
company (“GMAC Mortgage”), Residential Funding Company, LLC, a Delaware limited liability
company (“RFC”), 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 GMAC Mortgage, RFC, Homecomings, RFC Holdings and
Residential is 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 is herein 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 Parties”); and each other Person that
agrees to become a “Grantor” by executing and delivering a Joinder Agreement, pursuant to
Section 16 (the Company, 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”); U.S. Bank National Association, as Trustee under the
Indenture (the “Trustee”) and Wells Fargo Bank, N.A., as third priority collateral agent
(together with its successor(s) thereto in such capacity, the “Third Priority Collateral
Agent”) for the Notes Parties.



WITNESSETH:




     WHEREAS, the Company is issuing its 9.625% Junior Secured Guaranteed Notes Due 2015 (the
“Notes”) pursuant to an Indenture, dated as of the date hereof, among the Company, the
Guarantors and the Trustee (as amended, supplemented, restated or otherwise modified from time to
time, the “Indenture”);



     WHEREAS, the Guarantors have pursuant to Article X of the Indenture, among other things,
unconditionally guaranteed the obligations of the Company under the Indenture and the Notes (each
such guarantee so made by a Guarantor herein its “Guaranty”);



     WHEREAS, following the date hereof, the Company and its Subsidiaries may incur Pari Passu
Third Lien Indebtedness (as defined in the Indenture) which are secured equally and ratably with
the Notes in accordance with Section 18 of this Agreement;



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



     WHEREAS, pursuant to Section 8.01 of the Indenture, each Grantor has executed and delivered
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 issuance of the Notes
and any Pari Passu Third Lien Indebtedness Agreement.



     NOW, THEREFORE, for and in consideration of the foregoing premises 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 the Indenture; (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, Payment Intangible, Proceeds, Securities Account, Security,
Security Entitlement, 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):




     Assets has the meaning given to such term in the Senior Secured Credit Facility
as in effect on the Issue Date.




     Assigned Documents means the Note Issuance Facility Deed, the Deed of Charge,
the UK Note and any other Transaction Document (as defined in the Master Definitions
Schedule dated as of June 4, 2008 relating to the Warehouse Facility of English Sellers)
which the Company is a party.




     Bailment Collateral has the meaning given such term in the Intercreditor
Agreement.




     Bilateral Facility means the facilities listed in Schedule 7.01(t) to the
Senior Secured Credit Facility on the Issue Date.




     Carrying Value has the meaning given such term in the Senior Secured Credit
Facility as in effect on the Issue Date.




     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 has 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 (a) 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;



-2-









 







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.




     Deed of Charge means the deed of charge and assignment made on or about June 4,
2008 between, among others, the UK SPE, the Company and the English Security Trustee.




     Default means a “Default” as defined in the Indenture or under any Pari Passu
Third Lien Indebtedness Agreement.




     Discharge of First Priority Claims has the meaning given to such term in the
Intercreditor Agreement.




     Discharge of Second Priority Claims has the meaning given to such term in the
Intercreditor Agreement.




     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 Membership 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 Security Documents means Dutch VFLN Agreement and the Dutch Note.




     Dutch VFLN Agreement means that certain variable funding loan note agreement
dated June 4, 2008 and entered into by and between, among others, the Company, GX CE Funding
B.V. and Stichting Security Trustee GX CE Funding.




     Dutch VFLN Note means any note issued by GX CE Funding B.V. to the Company
under or pursuant to the Dutch VFLN Agreement.




     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 the Company under or in
connection with (i) the Dutch VFLN Agreement entered into by and between, among others, the
Company, GX CE Funding B.V. and Stichting Security Trustee GX CE Funding, (ii) each Dutch
VFLN Note and (iii) the Dutch VFLN Trust Deed.



-3-









 






     Dutch VFLN Trust Deed means that certain trust deed dated June 4, 2008 entered
into by and between, among others, GX CE Funding and Stichting Security Trustee GX CE
Funding in relation to the Dutch VFLN Agreement.




     English Loan Sale and Purchase Agreement means the loan sale and purchase
agreement dated June 4, 2008 between the SPE, the English Sellers and the English Security
Trustee.




     English Security Documents means the English Loan Sale and Purchase Agreement,
the Note Issuance Facility Deed, the English Shares Charge, the UK Third Priority Deed of
Assignment and each and every other document, agreement and deed entered into by the Company
and/or the English Security Trustee in connection with the purchase of certain residential
mortgage loans and development loans, the issuance of the UK Note and creation of security
in respect of the UK Note in favor of the English Security Trustee, in each case, by the UK
SPE.




     English Security Trustee means Deutsche Trustee Company Limited (in its
capacity as security trustee in respect of the UK Note).




     English Sellers means GMAC-RFC Limited and GMAC-RFC Property Finance Limited.




     English Shares Charge means the Third Priority Shares Charge dated June 6, 2008
and entered into by RFC and the Third Priority Collateral Agent.




     ERISA has the meaning given to such term in the Senior Secured Credit Facility
as in effect on the Issue Date.




     Event of Default means an “Event of Default” as defined in the Indenture or
under any Pari Passu Third Lien Indebtedness Agreement.




     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 existing as of the Issue Date 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 Third
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 Issue 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 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



-4-









 







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.




     Exempt Cash Reserve Account has the meaning given to such term in the Senior
Secured Credit Facility as in effect on the Issue Date.




     Financial Asset-Backed Security means a collateralized mortgage obligation, a
collateralized bond obligation, a collateralized loan obligation or any other security the
payments on which depend primarily on the cash flow from a specified pool of financial
assets.




     First Priority Collateral Agent has the meaning given to such term in the
Intercreditor Agreement.




     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.




     Governmental Authority means any nation or government, any state or other
political subdivision thereof, any municipality and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to
government. Without limiting the generality of the foregoing, with respect to the United
States, a “Governmental Authority” shall include any United States federal, state, county,
municipal or other local governmental, judicial or regulatory authority, agency, arbitration
board, body, commission, instrumentality, court or quasi-governmental authority or tribunal.




     Incremental Advance means an advance made by a Grantor (i) with respect to a
construction loan facility or a construction project to complete, or maintain the value of,
the related construction project or (ii) under a mezzanine or working capital loan facility
under which such Grantor of such Incremental Advance has a legally binding commitment to
make such advance.




     Initial Collateral means assets of the Company and the Grantors that are listed
on, or of a type described on, Schedule VI hereto and that exist on the Issue Date.




     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 trade name “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.




     Internal Revenue Code means the Internal Revenue Code of 1986, as amended.



-5-









 






     Mexican Security Documents means the Stock Pledge Agreement to be executed by
RFC for the benefit of the Collateral Control Agent whereby RFC pledges (i) shares, each
with a par value of $1.00 (one Peso 00/100) legal currency of Mexico, representing the
corporate capital stock of GMAC RFC Auritec, S.A., (ii) shares, each with a par value of
$1,000.00 (one thousand Pesos 00/100), representing a portion of the corporate capital stock
of GMAC Hipotecaria, S.A. de C.V., S.F.O.L., and (iii) shares, each with a par value of
$1,000.00 (one thousand Pesos 00/100), representing a portion of the corporate capital stock
of GMAC Financiera, S.A. de C.V., S.F.O.L. and any and all notices, certificates, agreements
and other documents to be executed and delivered by RFC pursuant to the foregoing or
otherwise in connection with the transactions contemplated by the Stock Pledge Agreement.




     Mortgage Loan has the meaning given to such term in the Senior Secured Credit
Facility as in effect on the Issue Date.




     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 June 4, 2008 between, among others, Residential Capital, LLC and the UK SPE.




     Notes Documents means the Indenture, the Notes, the Security Documents and all
notices, certificates, financing statements, agreements and other documents to be executed
and delivered by the Company or any other Grantor pursuant to the foregoing or otherwise in
connection with the transactions contemplated by the Indenture.




     Notes Parties means the Third Priority Collateral Agent, the Collateral Control
Agent, the Trustee and the Holders




     Obligations means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages, guarantees and other liabilities payable under the Notes (other
than any Additional Notes except to the extent constituting Pari Passu Third Lien
Indebtedness), the Indenture, this Agreement, any other Notes Document and any Pari Passu
Third Lien Indebtedness Agreement, in each case, whether now or hereafter existing, renewed
or restructured, whether or not from time to time decreased or extinguished and later
increased, created or incurred, whether or not arising on or after the commencement of a
case under Title 11, U.S. Code or any similar federal or state law for relief of debtors
(including post-petition interest) and whether or not allowed or allowable as a claim in any
such case; provided that no obligations in respect of any Pari Passu Third Lien Indebtedness
Agreement (other than Additional Notes) shall constitute “Obligations” unless the Pari Passu
Third Lien Indebtedness Agent for the holders of such Indebtedness has executed a Pari Passu
Third Lien Indebtedness Joinder Agreement.




     Pari Passu Third Lien Indebtedness Agent means the Person appointed or
designated to act as trustee, agent or representative for the holders of Indebtedness under
any Pari Passu Third Lien Indebtedness Agreement pursuant to the terms of such agreement.




     Pari Passu Third Lien Indebtedness Agreement means the indenture, credit
agreement or other agreement under which any Pari Passu Third Lien Indebtedness (other than
Additional Notes) are incurred and any notes or other instruments representing such Pari
Passu Third Lien Indebtedness.



-6-









 






     Pari Passu Third Lien Indebtedness Joinder Agreement means an agreement
substantially in the form of Attachment V hereto.




     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, 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
12(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 Third Priority Collateral
Agent, the First Priority Collateral Agent, the Second Priority Collateral Agent or the
Collateral Control Agent or may from time to time hereafter be delivered by any Pledgor to
the Third Priority Collateral Agent or the Collateral Control Agent for the purpose of
pledge under this Agreement or any other Notes Document or Pari Passu Third Lien
Indebtedness Agreement, 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



-7-









 







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 the Company, Model Home, any Guarantor or any Equity Pledgor.




     Primary Collateral means Initial Collateral, REO Property acquired as the
result of foreclosure on Primary Collateral, Reinvestment Collateral, any assets acquired as
a result of exercising remedies under any Initial Collateral or Reinvestment Collateral, and
all proceeds of the foregoing.




     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.




     Reinvestment Collateral means additional Collateral or Supporting Assets
provided pursuant to Section 4.10(b)(3) of the Indenture.




     REO Property means real estate owned property (i.e., a mortgaged property
acquired through foreclosure or deed in lieu of foreclosure).




     Required Secured Parties means the holders of a majority in aggregate principal
amount, voting as a single class, of (i) the Notes and (ii) any Indebtedness under Pari
Passu Third Lien Agreements, in each case, excluding any holder of such Indebtedness whose
vote is required to be disregarded under the Indenture or the applicable Pari Passu Third
Lien Indebtedness Agreement.




     Requirements of Law means, with respect to any Person or any of its property,
the certificate of incorporation or articles of association and by-laws, certificate of
limited partnership, limited partnership agreement or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation, or determination of any
arbitrator or Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is subject, whether
federal, state or local (including, without limitation, usury laws, the Federal Truth in
Lending Act and retail installment sales acts).




     Sales Proceeds Accounts has the meaning given to such term in the Senior
Secured Credit Facility as in effect on the Issue Date.




     Second Priority Collateral Agent means Wells Fargo Bank, N.A. in its capacity
as collateral agent under the security agreement for the Senior Secured Notes.




     Secured Parties means the Third Priority Collateral Agent, the Trustee, the
Holders, each Pari Passu Third Lien Indebtedness Agent and any holders of Obligations under
any Pari Passu Third Lien Indebtedness Agreement.




     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.



-8-









 






     Servicing P&I Advance has the meaning given to such term in the Senior Secured
Credit Facility as in effect on the Issue Date.




     Servicing T&I Advance has the meaning given to such term in the Senior Secured
Credit Facility as in effect on the Issue Date.




     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 11 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 the Company 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 English
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 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 Third 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 Shares Company means any of them.




     UK Third Priority Deed of Assignment means that certain Third Priority Deed of
Assignment dated June 6, 2008 and entered into by and between the Company as Chargor and the
Third Priority Collateral Agent.




     UK SPE means Viaduct (No. 7) Limited.



     2. Grant of Security Interest by the Company, the Guarantors and Model Home and Certain Other
Grantors. As security for the prompt payment in full in cash and performance of all
Obligations, the Company and each of 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 Third Priority Collateral Agent for the benefit of the Secured Parties, and hereby
grants a continuing secu-



-9-









 







rity interest to the Third Priority Collateral Agent for the benefit of the Secured Parties
in, all of the Company’s, such Guarantor’s, 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;




     (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;




-10-












 






     (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 UK Note and the Dutch VFLN 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
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 Third Priority Collateral Agent, the Collateral Control Agent, the First Priority
Collateral Agent or the Second 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 Note;




     (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.




     The Company agrees with the Third Priority Collateral Agent and undertakes to pledge or, as
the case may be, to pledge in advance the Dutch VFLN Receivables and each of RFC and RFC Holdings
agrees with the Third 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
Third Priority Collateral Agent for the benefit of the Secured Parties, and grants a continuing
security interest to the Third Priority Collateral Agent for the benefit of the Secured Parties in,
all of each such Equity Pledgor’s



-11-









 







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.




     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
Third Priority Collateral Agent for the benefit of the Secured Parties, and grants a continuing
security interest to the Third Priority Collateral Agent for the benefit of the Secured 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;



-12-









 






     (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 Exhibit A to Schedule VI 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 each 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 Third Priority Collateral Agent for the benefit of the Secured Parties, and
hereby grants a continuing security interest to the Third Priority Collateral Agent for the benefit
of the Secured Parties in, all of each such Additional Account Party’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 Deposit Accounts identified opposite such Additional Account Party’s name on
Schedule X hereto and in any Property deposited or carried therein or credited
thereto; 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. Third Priority Nature of Liens. Notwithstanding anything herein to the contrary, the
lien and security interest granted to the Third Priority Collateral Agent pursuant to this
Agreement and the exercise of any right or remedy by the Third Priority Collateral Agent hereunder
are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between
the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor
Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the
Discharge of First Priority Claims and the Discharge of Second Priority Claims, (i) the
requirements of this Agreement to endorse, sign or deliver or give “control” as to, Collateral or
proceeds thereof, to the Third Priority Collateral Agent or the Collateral



-13-









 







Control Agent shall be deemed satisfied by endorsement, assignment or delivery of or the
giving of “control” to, such Collateral or proceeds to the First Priority Collateral Agent, Second
Priority Collateral Agent or Collateral Control Agent (in each case, as bailee for the Third
Priority Collateral Agent) and (ii) any endorsement, assignment or delivery to the First Priority
Collateral Agent, Second Priority Collateral Agent or Collateral Control Agent (in each case, as
bailee for the Third Priority Collateral Agent) shall be deemed an endorsement, assignment or
delivery to the Third Priority Collateral Agent for all purposes hereunder.



     7. 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
Third Priority Collateral Agent or in connection with Permitted Liens) covering any of the
Collateral is on file in any public office;




     (ii) (1) 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,
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 (2) none of the Collateral of such Grantor that constitutes Primary Collateral
is subject to any Liens securing Indebtedness for borrowed money other than Permitted Liens
securing Permitted First Lien Indebtedness and the Junior Secured Notes on the Issue Date;




     (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 Third Priority Collateral Agent or any Secured 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
Third Priority Collateral Agent, the Trustee and each Pari Passu Third Lien Indebtedness
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 Third Priority
Collateral Agent and , the Trustee and each Pari Passu Third Lien Indebtedness Agent;




     (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;



-14-









 






     (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 the Company,
Guarantors and each Equity Pledgor;




     (xi) Schedule IX hereto lists all Bailment Collateral such Grantor is required
to deliver to the Third Priority Collateral Agent, the Collateral Control Agent, the First
Priority Collateral Agent or the Second Priority Collateral Agent as of the Issue 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 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 Third Priority
Collateral Agent from enforcing any of the terms of this Agreement or which could limit the
Third Priority Collateral Agent in any such enforcement;




     (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
Third Priority Collateral Agent or Collateral Control Agent or their designee or agents may
have possession of Collateral as contemplated pursuant to the Notes 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
third priority security interest as to all Collateral (except for Permitted Liens).



-15-









 






     (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;




     (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; and




     (xxi) the information set forth on Schedule XI hereto is true and correct in
all material respects.



     (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;




     (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 Third Priority Collateral Agent;




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




     (vi) the UK Pledged Shares are fully transferable to the Third Priority Collateral
Agent (or any other Person as the Third Priority Collateral Agent shall direct) without
restriction



-16-









 







and in particular in respect of any preemption 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.



     8. 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 Third 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 Third Priority Collateral Agent nor any other Secured Party shall have any obligation
or liability under any contracts or agreements included in the Collateral by reason of this
Agreement, nor shall the Third Priority Collateral Agent nor any other Secured 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 as set forth in
Section 16. All rights of the Secured Parties and the security interests granted to the
Third Priority Collateral Agent (for its benefit and the benefit of each other Secured 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 Notes Document or Pari Passu Third Lien Indebtedness Agreement, (ii) the failure of any
Secured 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 Notes Document, Pari Passu Third Lien
Indebtedness Agreement 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) for
any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall
not be subject to (and each Grantor hereby waives 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 Notes Document or
Pari Passu Third Lien Indebtedness Agreement, (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 Secured 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, any surety or any guarantor.



     (c) Until one year and one day after all Obligations have been paid in full in cash, each
Grantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire
against the Company or any other Grantor that arise from the existence, payment, performance or
enforcement of such Grantor’s obligations under this Agreement, any other Notes Document or Pari
Passu Third Lien Indebtedness Agreement, including any right of subrogation, reimbursement,
exoneration or indemnification, any right to participate in any claim or remedy of any Secured
Party against the Company or any other Grantor or any Collateral which any Secured 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



-17-









 







to take or receive from the Company or any 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, then such amount shall be deemed
to have been paid to such Grantor for the benefit of, and held in trust for, the Third Priority
Collateral Agent (on behalf of the Secured Parties), and shall forthwith be paid to the Third
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 Indenture and each Pari Passu Third Lien Indebtedness
Agreement and that the waiver set forth in this Section 8(c) is knowingly made in
contemplation of such benefits.



     (d) Except as otherwise provided in the Indenture or any Pari Passu Third Lien Indebtedness
Agreement, if any Secured Party may, under applicable Requirements of Law, proceed to realize its
benefits under this Agreement, the other Notes Documents or any Pari Passu Third Lien Indebtedness
Agreement giving any Secured Party a lien upon any Collateral, either by judicial foreclosure or by
non-judicial sale or enforcement, such Secured 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 Secured Party shall forfeit
any of its rights or remedies, including its right to enter a deficiency judgment against any
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 Secured
Party and waives any claim based upon such action, even if such action by such Secured 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 Secured Party.



     9. Collections, etc. Until such time during the existence of an Event of Default as the
Third 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
amounts due under any of the Non-Tangible Collateral, including the taking of such action with
respect to such collection as the Third 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 Third 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 Third 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 Third 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 Third 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
Third Priority Collateral Agent of any amounts due or to become due thereunder.



     10. 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 both the Indenture
and each Pari Passu Third Lien Indebtedness Agreement. Upon any such release, the Trustee and the
applicable Pari Passu Third Lien Indebtedness Agent will, at the Grantors’ joint and several
expense, cause the Third 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 Third Priority Collateral Agent or



-18-









 







Collateral Control Agent hereunder, and execute and deliver to such Grantor such documents as
such Grantor shall reasonably request to evidence such release. With respect to any such release,
the Third Priority Collateral Agent, the Trustee and each Pari Passu Third Lien Indebtedness Agent
shall be entitled to rely conclusively upon an Officer’s Certificate and an Opinion of Counsel
delivered in connection with such release, which Officer’s Certificate and an Opinion of Counsel
shall be in the form of Attachments III and IV, respectively.



     11. 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 Third Priority
Collateral Agent or the Trustee or any Pari Passu Third Lien Indebtedness Agent) and do such
other acts and things (including, without limitation, delivery to the Third Priority
Collateral Agent or the Collateral Control Agent of any Instruments and Certificated
Securities which constitute Collateral), all as the Third Priority Collateral Agent or the
Trustee or any Pari Passu Third Lien Indebtedness 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
Third Priority Collateral Agent, the Trustee and each Pari Passu Third Lien Indebtedness
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 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; provided that, in any
event, each Grantor shall take any such action, and any action listed in clauses (x)
and (xi) below, for the benefit of the Third Priority Collateral Agent to the extent
and at the time it is taking the same action for the benefit of the First Priority
Collateral Agent or Second Priority Collateral Agent;




     (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
Third Priority Collateral Agent, the Trustee and each Pari Passu Third Lien Indebtedness
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 Third Priority Collateral Agent’s interests under
this Agreement would become seriously misleading, unless such Grantor shall have given the
Third Priority Collateral Agent, the Trustee and each Pari Passu Third Lien Indebtedness
Agent not less than 30 days’ prior notice of



-19-









 







such change (provided that this Section 11(a)(iii) shall not be deemed
to authorize any change or transaction prohibited under the Indenture or any Pari Passu
Third Lien Indebtedness 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 Third Priority Collateral Agent or its designees to determine at
any time the status of the Collateral;




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




     (vi) will permit the Third Priority Collateral Agent, the Trustee, each Pari Passu
Third Lien Indebtedness 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 Third Priority
Collateral Agent during the existence of a Default and to the extent practicable, deliver to
the Third Priority Collateral Agent all of such records and papers;




     (vii) will not sell, lease or assign any Collateral except as permitted by both the
Notes Documents and each then extant Pari Passu Third Lien Indebtedness Agreement or create
or permit to exist any Lien on any Collateral other than Permitted Liens;




     (viii) will at all times keep all of its Inventory and other Goods insured under
policies maintained with reputable, financially sound insurance companies against loss,
damage, theft and other risks to such extent as is customarily maintained by companies
similarly situated, following the Discharge of First Priority Claims and Discharge of Second
Priority Claims, and cause all such policies to provide that loss thereunder shall be
payable to the Third Priority Collateral Agent as its interest may appear (it being
understood that (A) so long as no Default shall be continuing, the Third 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 Required Secured Parties may direct (in writing) the Third 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 Required
Secured Parties may determine) and such policies or certificates thereof shall, if the Third
Priority Collateral Agent so requests, be deposited with or furnished to the Third 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 Trustee and each Pari Passu Third Lien
Indebtedness Agent;




     (x) will promptly notify the Third Priority Collateral Agent, the Trustee and each Pari
Passu Third Lien Indebtedness Agent 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 Trustee and each Pari Passu Third Lien Indebtedness Agent
or the Third Priority Collateral Agent, if a Default has occurred and is continuing) after
the date hereof against any third party, and concurrently therewith deliver to the Trustee,
in form and sub-



-20-









 







stance satisfactory to the Trustee, 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 Third Priority Collateral Agent, the Trustee and each
Pari Passu Third Lien Indebtedness Agent 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
Required Secured Parties or the Third Priority Collateral Agent, if a Default has occurred
and is continuing) and, at the request of the Third Priority Collateral Agent following the
Discharge of First Priority Claims and Discharge of Second Priority Claims, pursuant to an
agreement in form and substance satisfactory to the Third 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 Third Priority Collateral Agent of such letter of
credit or (B) arrange for the Third Priority Collateral Agent to become the transferee
beneficiary of such letter of credit;




     (xii) will promptly notify the Third Priority Collateral Agent, the Trustee and each
Pari Passu Third Lien Indebtedness Agent in writing if such Grantor holds or acquires an
interest in any Electronic Chattel Paper and, at the request of the Third Priority
Collateral Agent take such action as the Third Priority Collateral Agent or the Trustee or
any Pari Passu Third Lien Indebtedness Agent may reasonably request to vest control, under
Section 9-105 of the UCC, of such Electronic Chattel Paper in the Third 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 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 Third Priority Collateral Agent in writing and use commercially reasonable efforts to
cause a short form security agreement in favor of the Third 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 Third Priority Collateral Agent without the prior written consent of the
Third Priority Collateral Agent and that it will not do so without the prior written consent
of the Third Priority Collateral Agent, subject to such Grantor’s rights under Section
9-509(d)(2) of the UCC;




     (xv) agrees that, in the event any Grantor takes any action to grant or perfect a Lien
in favor of the First Priority Collateral Agent in any assets (other than the delivery of
possessory Collateral or the grant of “control” over any Collateral to the Collateral
Control Agent but including actions to perfect security interests under the laws of foreign
jurisdictions), such Grantor shall also take such action to grant or perfect a Lien in
favor of the Third Priority Collateral Agent to secure the Obligations;




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



-21-









 






     (xvii) shall in particular promptly execute all transfers, conveyances, assignments and
assurances which the Third 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 Third 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 Third Priority Collateral Agent do any and all lawful acts and execute
any and all proper documents reasonably requested by the Third Priority Collateral Agent, the
Trustee or any Pari Passu Third Lien Indebtedness Agent in aid of such enforcement and such Grantor
shall promptly, upon demand, reimburse and indemnify the Third Priority Collateral Agent, the
Trustee and each Pari Passu Third Lien Indebtedness Agent for all costs and expenses incurred by
either of them in the exercise of their rights under this Section 11. Notwithstanding the
foregoing, the Third 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 6.02 of the Indenture or the delivery of a notice
of acceleration with respect to any Pari Passu Third Lien Indebtedness and (ii) 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) The Company 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 Third 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 Third Priority Collateral Agent or 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 Third Priority
Collateral Agent or 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 Third Priority Collateral Agent
pursuant to the written direction of the Trustee from time to time.



     12. 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 “con-



-22-









 







trol” (as defined in Section 8-106 of the UCC) to the Third Priority Collateral Agent or
Collateral Control Agent over such Collateral.



     (c) Not later than the earlier of (i) September 15, 2008 and (ii) the date specified by the
Required Secured Parties following an Event of Default, to the extent any of its Primary 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 Primary Collateral including, without limitation, causing delivery of such Primary
Collateral or causing the issuer of such Primary 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 earlier of (i) September 15, 2008 and (ii) the date specified by the
Required Secured Parties following an Event of Default, to the extent any of its Primary 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 grant “control” (as defined in Section 8-106 of the UCC) to the Collateral Control
Agent over such Primary Collateral including, without limitation, causing to be delivered to the
Collateral Control Agent an agreement, 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 Primary 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 Primary 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 Primary Collateral without the Required Secured Parties’ prior written
consent.



     (e) Each Pledgor will, from time to time upon the request of the Collateral Control Agent or
the Third Priority Collateral Agent, promptly deliver to the Collateral Control Agent such stock
powers, instruments, and similar documents, satisfactory in form and substance, following the
Discharge of First Priority Claims and the Discharge of Second Priority Claims, to the Trustee and
the Third Priority Collateral Agent, with respect to the Collateral as the Collateral Control Agent
or the Third Priority Collateral Agent may reasonably request and will, from time to time upon the
request of the Collateral Control Agent or the Third 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 Trustee following the Discharge of First Priority Claims and Discharge
of Second Priority Claims.



     (f) Subject to clause (g) below, each Pledgor will, at all times, keep pledged to the
Third 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
Third 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.



-23-









 





     (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 following the Discharge of First
Priority Claims and Discharge of Second Priority Claims be paid directly to the Third Priority
Collateral Agent in accordance with Section 12(h).



     (h) Following the Discharge of First Priority Claims and Discharge of Second Priority Claims,
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 Third
Priority Collateral Agent, to deliver (properly endorsed where required hereby or requested
by the Third Priority Collateral Agent) to the Third Priority Collateral Agent all
Dividends, Distributions, all interest, all principal, all other cash payments, and all
proceeds of the Collateral, all of which shall be held by the Third Priority Collateral
Agent as additional Collateral for use in accordance with Section 13(f); and




     (ii) after any Event of Default shall have occurred and be continuing and the Third
Priority Collateral Agent has notified the relevant Pledgor of the Third Priority Collateral
Agent’s intention to exercise its voting power under this clause (ii), (A) the Third
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 THIRD 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; and (B) promptly to deliver to the Third
Priority Collateral Agent such additional proxies and other documents as may be necessary to
allow the Third 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 Third Priority
Collateral Agent, shall, until delivery to the Third Priority Collateral Agent, be held by such
Pledgor separate and apart from its other property in trust for the Third Priority Collateral
Agent. The Third Priority Collateral Agent agrees that unless it has received written notice from
the Required Secured Parties that an Event of Default shall have occurred and be continuing and the
Third Priority Collateral Agent shall have given the notice referred to in Section
12(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 Third 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 Third Priority Collateral Agent and the other Se-



-24-









 







cured Parties or be inconsistent with or violate any provision of the Indenture, any other
Notes Document (including this Agreement) or any Pari Passu Third Lien Indebtednesss Agreement.



     (j) No Pledgor will, without the prior written consent of the Trustee and each Pari Passu
Third Lien Indebtedness 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, 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 Third
Priority Collateral Agent, the Collateral Control Agent, the First Priority Collateral Agent or the
Second Priority Collateral Agent pursuant to the terms hereof and the Intercreditor Agreement to
the extent necessary to give the Third 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 Secured
Parties. Each Pledgor shall provide, or cause the relevant Pledged Share Issuer or Pledged
Interest Issuer to provide, the Third Priority Collateral Agent, the Trustee and each Pari Passu
Third Lien Indebtedness 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 Secured 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.



     (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.



     13. Defaults and Events of Default; Remedies.



     (a) Each Grantor hereby irrevocably appoints the Third 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 Third 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



-25-









 







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 Third Priority Collateral Agent may request for the collection
of any of the Collateral or otherwise to enforce the rights of the Third Priority Collateral Agent
and the other Secured Parties with respect to any of the Collateral, and (iv) to 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 13 IS IRREVOCABLE AND
COUPLED WITH AN INTEREST AND SHALL BE EFFECTIVE UNTIL ALL OBLIGATIONS HAVE BEEN PAID IN FULL IN
CASH.



     (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 Third
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 13.



     (c) Each Grantor agrees, (i) at the Trustee or any Pari Passu Third Lien Indebtedness 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 Required Secured Parties, and (ii) if an Event of Default has occurred and
is continuing, at the Third Priority Collateral Agent’s or Required Secured Parties’ request, to
execute all such documents and do all such other things which may be necessary or desirable in
order to enable the Third 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 Third Priority Collateral Agent of any of the
Collateral shall be applied by the Third Priority Collateral Agent first to payment of the Third
Priority Collateral Agent’s and Collateral Control Agent’s expenses in connection with the
Collateral, including, without limitation, attorneys’ fees and legal expenses, second without
duplication of amounts applied pursuant to clause first above, to the indefeasible payment
in full in cash, pro rata, based on the amount of Obligations outstanding under the Indenture and
each Pari Passu Third Lien Indebtedness Agreement and then due and owing to (i) the Trustee to be
applied as provided in the Indenture, and (ii) each Pari Passu Third Lien Indebtedness Agent to be
applied as provided in the applicable Pari Passu Third Lien Indebt-



-26-









 







edness Agreement; and, the balance, if any, to such Grantor or as otherwise directed by a
court of competent jurisdiction. Neither the Third Priority Collateral Agent nor any other Secured
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 Third Priority Collateral Agent, the Trustee and each Pari Passu Third Lien
Indebtedness 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 Third Priority Collateral Agent arising out of the exercise by the Third
Priority Collateral Agent of any rights hereunder.



     (g) [Reserved].



     (h) If any Event of Default has occurred and is continuing, the Third 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 Third Priority Collateral Agent’s offices or elsewhere, for cash, on
credit or for future delivery, and upon such other terms as the Third 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 Third Priority Collateral Agent shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. The Third 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 Third Priority Collateral
Agent may transfer all or any part of the Collateral into the name of the Third 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 Third 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 Third 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 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 Third 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 Third Priority Collateral Agent



-27-









 







may sell the Collateral without giving any warranties or representations as to the Collateral.
The Third 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.



     14. Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care
in the custody and preservation thereof, neither the Third Priority Collateral Agent nor any other
Secured 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 Third 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 Third Priority
Collateral Agent in good faith or by reason of any act or omission by the Third Priority Collateral
Agent pursuant to instructions from the Third Priority Collateral Agent, except to the extent that
such liability arises from the Third Priority Collateral Agent’s gross negligence or willful
misconduct.



     To the extent that applicable law imposes duties on the Third Priority Collateral Agent to
exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it
is commercially reasonable for the Third Priority Collateral Agent (a) to fail to incur expenses
reasonably deemed significant by the Required Secured Parties or 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 Third Priority Collateral
Agent against risks of loss, collection or disposition of Collateral, or to provide to the Third
Priority Collateral Agent a guaranteed return from the collection or disposition of Collateral or
(l) to obtain the services of brokers, investment bankers, consultants and other professionals to
assist the Third 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 Third Priority Collateral Agent
would not be commercially unreasonable in the Third Priority Collateral Agent’s exercise of
remedies against the Collateral and that other actions or omissions by the Third 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
Third 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.



-28-









 





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




     (a) The Third 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 Third Priority Pledge
and Security Agreement and Irrevocable Proxy (including all schedules and exhibits attached
hereto) unless the Third Priority Collateral Agent shall have received written direction
from the Trustee and/or other Pari Passu Third Lien Indebtedness Agents, in each case,
acting on behalf of the Required Secured Parties.




     (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 Third 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 Third 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 Third Priority
Collateral Agent is then able to purchase Dollars with the amount of the Judgment Currency
actually received by the Third 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 Third 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 of, or conversion into, the relevant currency. The
indemnification set forth in this Section 15 shall survive the termination or
assignment of this Third Priority Pledge and Security Agreement and Irrevocable Proxy and
the resignation or removal of the Third Priority Collateral Agent.




     (c) For the avoidance of doubt, if there is any inconsistency between the terms of this
Third 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 Trustee, the Holders, each Pari Passu Third Lien Indebtedness Agent and
each holder of Pari Passu Third Lien Indebtedness hereby designate and appoint Wells Fargo
Bank, N.A. to act as the Third Priority Collateral Agent under this Agreement, the other
Notes Documents and any Pari Passu Third Lien Indebtedness Agreement to which it is a party,
and hereby authorize the Third Priority Collateral Agent to take such actions on its behalf
under the provisions of this Agreement, such other Notes Documents and each Pari Passu Third
Lien Indebtedness Agreement and to exercise such powers and perform such duties as are
expressly delegated to the Third Priority Collateral Agent by the terms of this Agreement,
such other Notes Documents and each Pari Passu Third Lien Indebtedness Agreement.
Notwithstanding any provision to the contrary elsewhere in this Agreement, any other Notes
Document or any such Pari Passu Third Lien Indebtedness Agreement, the Third Priority
Collateral Agent shall not have any duties or responsibilities, except those expressly set
forth in this Agreement, such other Notes Documents and each such Pari Passu Third Lien
Indebtedness Agreement or any fiduciary rela-



-29-









 







tionship with the Secured Parties, and no implied covenants, functions or
responsibilities shall be read into this Agreement or otherwise exist against the Third
Priority Collateral Agent.




     (e) The trustee agrees to render to the Third Priority Collateral Agent, at any time
upon request of the Third Priority Collateral Agent, an accounting of the amounts of the
Obligations owing to the Holders and such other information with respect to the Obligations
owing to each such Person as the Third Priority Collateral Agent may reasonably request in
order to give effect to the terms and conditions of this Agreement. In the event that the
Trustee fails to provide any information required to be provided by it to the Third Priority
Collateral Agent, then the Third 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 Notes Documents or any Pari Passu Third Lien Indebtedness Agreement, hold the Holders’
share or purported share in escrow (without obligation to pay interest thereon) until the
Trustee provides the required information.




     (f) Notwithstanding anything herein to the contrary, in no event shall the Third
Priority Collateral Agent have any obligation to inquire or investigate as to the
correctness, veracity, or content of any instruction received from the Trustee or any Pari
Passu Third Lien Indebtedness Agent on behalf of the Required Secured Parties. In no event
shall the Third 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 Third Priority Collateral Agent may execute any of its duties under this
Agreement, any of the Notes Documents or any Pari Passu Third Lien Indebtedness Agreement 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 Third 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 Third 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, any
of the Notes Documents or any Pari Passu Third Lien Indebtedness Agreement (except for its
gross negligence or willful misconduct), or (ii) responsible in any manner to any Secured
Party for any recitals, statements, representations or warranties (other than its own
recitals, statements, representations or warranties) made in this Agreement, any of the
Notes Documents or Pari Passu Third Lien Indebtedness Agreement or in any certificate,
report, statement or other document referred to or provided for in, or received by the Third
Priority Collateral Agent under or in connection with, this Agreement, any of the Notes
Documents or any Pari Passu Third Lien Indebtedness Agreement or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement, any of the
Notes Documents or any Pari Passu Third Lien Indebtedness Agreement or for any failure of
the Grantors or any other Person to perform their obligations hereunder and thereunder. The
Third Priority Collateral Agent shall not be under any obligation to any Secured 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, any of the Notes Documents
or any Pari Passu Third Lien Indebtedness Agreement 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, any Notes Document or any Pari Passu Third Lien
Indebtedness Agreement is true, (iii) the performance by any Person of its obligations under
this Agreement, any of the Notes Documents or any Pari Passu Third Lien Indebtedness
Agreement or (iv) the



-30-









 







breach of or default by any Person of its obligations under this Agreement, any of the
Notes Documents or any Pari Passu Third Lien Indebtedness Agreement.




     (i) The Third 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, in any of the Notes Documents or in any Pari
Passu Third Lien Indebtedness Agreement 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, any of the Notes Documents or any Pari Passu Third Lien Indebtedness
Agreement, 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, any of the Notes Documents or any Pari
Passu Third Lien Indebtedness Agreement, the Third 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 Third 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 Third 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 Third 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 Third Priority Collateral Agent may do so and all expenses reasonably
incurred in connection therewith shall be part of the Obligations.




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




     (m) The Third 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, any of the Notes Documents or any Pari
Passu Third Lien Indebtedness Agreement, except to the extent such action or omission
constitutes gross negligence, bad faith or willful misconduct on the part of the Third
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, any of the Notes Documents or any Pari
Passu Third Lien Indebtedness Agreement to the contrary, (i) in no event shall the Third Pri-



-31-









 







ority Collateral Agent or any officer, director, employee, representative or agent of
the Third Priority Collateral Agent be liable under or in connection with this Agreement,
any of the Notes Documents or any Pari Passu Third Lien Indebtedness Agreement 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 Third 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
Third Priority Collateral Agent shall be afforded all of the rights, powers, immunities and
indemnities set forth in this Agreement in all of the Notes Documents and each Pari Passu
Third Lien Indebtedness Agreement to which it is a signatory as if such rights, powers,
immunities and indemnities were specifically set out in each such Notes Document or Pari
Passu Third Lien Indebtedness Agreement, as applicable. In no event shall the Third
Priority Collateral Agent be obligated to invest any amounts received by it hereunder.




     (o) The Third 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 Third 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 Trustee. In connection with any request or direction of the Trustee, the
Third Priority Collateral Agent shall be entitled conclusively to rely, and shall be fully
protected in relying, upon any instruction delivered by the Trustee. The Third Priority
Collateral Agent shall be fully justified in failing or refusing to take any action under
this Agreement, any of the Notes Documents or any Pari Passu Third Lien Indebtedness
Agreement (i) if such action would, in the reasonable opinion of the Third Priority
Collateral Agent (which may be based on the opinion of legal counsel), be contrary to
applicable law, any of the Notes Documents or any Pari Passu Third Lien Indebtedness
Agreement, (ii) if such action is not specifically provided for in this Agreement or any of
the Notes Documents or any Pari Passu Third Lien Indebtedness Agreement, (iii) if, in
connection with the taking of any such action hereunder or under any of the Notes Documents
or any Pari Passu Third Lien Indebtedness Agreement that would constitute an exercise of
remedies hereunder, under any of the Notes Documents or any Pari Passu Third Lien
Indebtedness Agreement it shall not first be indemnified to its satisfaction by the Trustee
and/or Holders 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 Trustee and/or Holders or
the Grantors funds equal to the amount payable. The Third Priority Collateral Agent shall
in all cases be fully protected in acting, or in refraining from acting, under this
Agreement, any of the Notes Documents or any Pari Passu Third Lien Indebtedness Agreement in
accordance with a request of the Trustee, and such request and any action taken or failure
to act pursuant thereto shall be binding upon all the other Secured Parties.




     (p) If, with respect to a proposed action to be taken by it, a Third Priority
Collateral Agent shall determine in good faith that the provisions of this Agreement, any
other Notes Document or any Pari Passu Third Lien Indebtedness Agreement relating to the
functions or responsibilities or discretionary powers of the Third Priority Collateral Agent
are or may be ambiguous or



-32-









 







inconsistent, the Third Priority Collateral Agent shall notify the Trustee and each
Pari Passu Third Lien Indebtedness 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 Trustee and each Pari Passu Third Lien
Indebtedness Agent that the action proposed to be taken by the Third Priority Collateral
Agent is consistent with the terms of this Agreement, the Notes Documents or any Pari Passu
Third Lien Indebtedness Agreement or is otherwise appropriate. The Third Priority
Collateral Agent shall be fully protected in acting or refraining from acting upon the
confirmation of the Trustee or any Pari Passu Third Lien Indebtedness Agent on behalf of the
Required Secured Parties, in this respect, and such confirmation shall be binding upon the
Secured Parties.




     (q) The Third 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 Third Priority Collateral Agent has received a written notice or a certificate
from the Trustee, any Pari Passu Third Lien Indebtedness Agent or the Grantors stating that
a Default has occurred. The Third 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 Notes Documents or
any Pari Passu Third Lien Indebtedness Agreement shall require the Third 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 Notes Documents, under any
Pari Passu Third Lien Indebtedness Agreement 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 to take the action requested is not reasonably assured to it, the Third 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
Third Priority Collateral Agent shall be under no obligation or duty to take any action
under this Agreement, any of the Notes Documents or any Pari Passu Third Lien Indebtedness
Agreement or otherwise if taking such action (i) would subject the Third Priority Collateral
Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii) would
require the Third Priority Collateral Agent to qualify to do business in any jurisdiction
where it is not then so qualified.




     (r) Notwithstanding that the Third Priority Collateral Agent is appointed by and acting
for and at the direction of the Secured Parties, the Grantors will jointly and severally pay
upon demand to the Third 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 Third Priority
Collateral Agent) and out-of-pocket expenses, including the reasonable fees and expenses of
its counsel, that the Third Priority Collateral Agent may incur in connection with (i) the
negotiation, performance or administration of this Agreement, the Notes Documents and each
Pari Passu Third Lien Indebtedness Agreement 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 Third Priority Collateral Agent or the
other Secured Parties hereunder, under the Notes Documents or under any Pari Passu Third
Lien Indebtedness Agreement or (iv) the failure by the Grantors to perform or observe any of
the provisions hereof or of any of the Notes Documents or any Pari Passu Third Lien
Indebtedness Agreement. The provisions of this section shall survive the termination of
this Agreement and resignation or removal of the Third Priority Collateral Agent. The
expenses of the Third Priority Collateral Agent incurred in connection with actions
undertaken as provided in this Section 15 shall be payable jointly and severally by
the Grantors to the Third Priority Collat-



-33-









 







eral Agent upon demand therefor (which demand shall be accompanied by an appropriate
invoice).




     (s) Each of the Secured Parties expressly acknowledges that neither the Third 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 Third Priority Collateral Agent hereafter taken, including any review of
the Grantors, shall be deemed to constitute any representation or warranty by the Third
Priority Collateral Agent to any Secured Party. The Trustee and the Holders represent to
the Third Priority Collateral Agent that it has, independently and without reliance upon the
Third Priority Collateral Agent or any other Secured 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. The Trustee and the Holders also represent that each will, independently and
without reliance upon the Third Priority Collateral Agent or any other Secured 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 Secured Parties by the Third Priority Collateral Agent hereunder, the Third
Priority Collateral Agent shall not have any duty or responsibility to provide any Secured
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 Third Priority Collateral Agent or any of its officers, directors,
employees, agents or attorneys-in-fact.




     (t) The Grantors, jointly and severally, agree to indemnify each of the Third 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, the Notes
Documents or any Pari Passu Third Lien Indebtedness Agreement; 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) Subject to clause (bb) below, neither the Third Priority Collateral Agent,
any Secured 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. Subject to clause
(bb) below, the powers conferred on the Third Priority Collateral Agent hereunder are
solely to protect the Third Priority Collateral Agent’s and the Secured Parties’ interests
in the Collateral and shall not impose any duty upon the Third Priority Collateral Agent to
exercise any such powers. The Third 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.




-34-












 






     (v) Pursuant to any applicable law, the Grantors authorize the Third 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 Trustee or any Pari Passu Third Lien
Indebtedness Agent determines appropriate to perfect the security interests of the Third
Priority Collateral Agent under this Agreement. The Grantors hereby ratify and authorize
the filing by the Third 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 Third 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 Third Priority
Collateral Agent under this Agreement with respect to any action taken by the Third Priority
Collateral Agent or the exercise or non-exercise by the Third 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 Third Priority Collateral
Agent and the Secured Parties, be governed by such agreements with respect thereto as may
exist from time to time among them, but, as between the Third Priority Collateral Agent and
the Grantors, the Third Priority Collateral Agent shall be conclusively presumed to be
acting as agent for the Secured 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 Third 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 Third Priority Collateral Agent shall be a party, shall become a
Third 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 Third Priority Collateral Agent may resign as Third Priority Collateral Agent
at any time upon written notice to the Trustee, each Pari Passu Third Lien Indebtedness
Agent and the Grantors and may be removed at any time with or without cause by the Trustee
and/or any Pari Passu Third Lien Indebtedness Agent in each case acting on behalf of the
Required Secured Parties, with any such resignation or removal to become effective only upon
the appointment of a successor Third Priority Collateral Agent under this Section. If the
Third Priority Collateral Agent shall provide notice of its resignation or be removed as
Third Priority Collateral Agent, then the Required Secured Parties (and if no such successor
shall have been appointed within 45 days of the Third Priority Collateral Agent’s
resignation or removal, the Third Priority Collateral Agent may) appoint a successor agent
for the Secured Parties, which successor agent shall, in the case of any appointment by the
Third Priority Collateral Agent, be reasonably acceptable to the Trustee and/or any Pari
Passu Third Lien Indebtedness Agent in each case acting on behalf of the Required Secured
Parties, and the former Third Priority Collateral Agent’s rights, powers and duties as Third
Priority Collateral Agent shall be terminated, without any other or further act or deed on
the part of such former Third Priority Collateral Agent (except that the resigning Third
Priority Collateral Agent at the joint and several expense of the Grantors shall deliver all
Collateral then in its possession to the successor Third Priority Collateral Agent and shall
execute and deliver to the successor Third Priority Collateral Agent such instruments of
assignment and transfer and other similar documents as such successor Third Priority
Collateral Agent shall deem necessary or advisable) or any of the Secured Parties. After
any retiring Third Priority Collateral Agent’s resignation or removal hereunder as Third
Priority Collateral Agent, the provi-



-35-









 







sions of this Agreement shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Third Priority Collateral Agent. In the event that a
successor Third Priority Collateral Agent is not appointed within the time period specified
in this Section 15 following the provision of a notice of resignation or removal of
the Third Priority Collateral Agent, the Third Priority Collateral Agent or any Secured
Party may petition a court of competent jurisdiction for the appointment of a successor
Third Priority Collateral Agent (at the joint and several expense of the Grantors).




     (z) The Third 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 Third Priority Collateral Agent.




     (aa) The Third Priority Collateral Agent shall at the Grantors’ joint and several
expense make available to the Trustee, each Pari Passu Third Lien Indebtedness Agent and
their duly authorized representatives, attorneys and auditors, the files and accounts,
books, records and computer systems maintained by the Third Priority Collateral Agent or any
subcontractor or agent thereof in respect of the Collateral at the locations where such
files, accounts, books, records and computer systems are maintained pursuant to this
Agreement and the other Notes Documents and any Pari Passu Third Lien Indebtedness
Agreement, during normal business hours and subject to reasonable prior written notice.




     (bb) Upon receipt of indemnity requested by the Third Priority Collateral Agent and
assuming the requested action does not conflict with other clauses of this Section
15, the Third Priority Collateral Agent shall act upon the specific instructions of the
Trustee or any Pari Passu Third Lien Indebtedness Agent on behalf of the Required Secured
Parties, except for any instructions that in the good faith judgment of the Third Priority
Collateral Agent may be contrary to any Security Document or applicable law.



     For the sake of clarity, the parties intend that the term “Notes Documents” includes all
English Security Documents and Account Control Agreements (as defined in the Senior Secured Credit
Facility as in effect on the Issue Date).




     (cc) 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 Trustee or any Pari Passu Third Lien Indebtedness Agent
on behalf of the Required Secured Parties are entitled to direct the Collateral Control Agent to
act, consent or request any action in connection with this Agreement.



     16. General. With respect to each Subsidiary that becomes a Guarantor pursuant to Section
4.17 of the Indenture or as otherwise required by the Notes Documents or any Pari Passu Third Lien
Indebtedness Agreement, the Grantors shall and at the option of the relevant Grantor, with respect
to any Subsidiary that is not a Grantor, a Grantor may, cause such Subsidiary to become a Grantor
hereunder, and such Subsidiary shall execute and deliver to the Third Priority Collateral Agent
(with a copy to the Trustee, each Pari Passu Third Lien Indebtedness Agent and the Collateral
Control Agent) a joinder agreement substantially in the form of Attachment II (each a
“Joinder Agreement”) and such Subsidiary shall thereafter for all purposes be a party
hereto and have the same rights and obligations as a Grantor party hereto on the Issue Date.



-36-









 





     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 11(a) for the Third 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 in Schedule I hereto
and, in the case of the Third Priority Collateral Agent, at its address set forth beneath its
signature page hereto, 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
attorneys’ fees paid or incurred by the Third Priority Collateral Agent, the Trustee or any Pari
Passu Third Lien Indebtedness Agent in endeavoring to collect all or any portion of the
Obligations, or any part thereof, and in enforcing this Agreement against such Grantor, and all
such fees and expenses shall constitute Obligations.



     No delay on the part of the Third 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 Third 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 both (i) occurrence of the earlier
of (a) the discharge of the Indenture pursuant to Article XI thereof and (b) the satisfaction of
the conditions in Article XIII of the Indenture with respect to a Legal Defeasance or Covenant
Defeasance of the Indenture and (ii) in the case of each Pari Passu Third Lien Indebtedness
Agreement, the repayment of the Pari Passu Third Lien Indebtedness under such agreement which
entitles the Grantors to obtain a release of the Liens securing such Pari Passu Third Lien
Indebtedness under the Security Documents. If at any time all or any part of any payment
theretofore applied by the Third Priority Collateral Agent or any Secured Party to any of the
Obligations is or must be rescinded or returned by the Third Priority Collateral Agent or such
Secured 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 Third Priority Collateral Agent or such Secured
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 Third Priority Collateral Agent or such
Secured 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



-37-









 







such Affected Person or any Secured 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 Secured 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.



     This Agreement shall create a continuing security interest in the Collateral and shall (i)
remain in full force and effect until both (1) the occurrence of the earlier of (a) the discharge
of the Indenture pursuant to Article XI thereof and (b) the satisfaction of the conditions in
Article XIII of the Indenture with respect to a Legal Defeasance or Covenant Defeasance of the
Indenture and (2) in the case of each Pari Passu Third Lien Indebtedness Agreement, the repayment
of the Pari Passu Third Lien Indebtedness under such agreement which entitles the Grantors to
obtain a release of the Liens securing such Pari Passu Third Lien Indebtedness under the Security
Documents, (b) be binding upon each Grantor and its successors, transferees and assigns, and (c)
inure, together with the rights and remedies of the Third Priority Collateral Agent hereunder, to
the benefit of the Third Priority Collateral Agent and each other Secured Party and its respective
successors, transferees and assigns. No Grantor may assign (unless otherwise permitted under the
terms of the Notes Documents and any extant Pari Passu Third Lien Indebtedness Agreement) any of
its obligations hereunder without the prior written consent of the Trustee and each Pari Passu
Third Lien Indebtedness 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 Third 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 JUDI-



-38-









 







CIAL 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 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 Trustee shall enforce this Agreement on behalf of all holders of
Obligations.



     This Agreement may only be amended, waived or otherwise modified by written agreement with the
prior written consent of the Grantors, the Trustee, each Pari Passu Third Lien Indebtedness Agent
and the Third Priority Collateral Agent subject to the provisions of Article IX of the Indenture
and the requirements of any Pari Passu Third Lien Indebtedness Agreement; provided,
however, that this Agreement may be supplemented by Joinder Agreements duly executed by the
Third Priority Collateral Agent, the Collateral Control Agent, the Trustee and each Grantor
directly affected thereby and by updates or supplements to any Schedules, Attachments or Annexes
hereto delivered in accordance with this Agreement.



     17. Foreign Pledge Agreements.



-39-









 





     (a) Notwithstanding anything to the contrary contained herein or in any other Notes Document
or any Pari Passu Third Lien Indebtedness Agreement, in the event that any Collateral is also
pledged to the Third 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
Notes Document or any Pari Passu Third Lien Indebtedness Agreement as a result thereof.



     (b) If Supporting Assets with respect to the Dutch VFLN Receivables or the UK Note are
transferred at a time when (x) the fair market value of such Supporting Assets is less than (y) the
Carrying Value thereof as of the Issue Date (the difference between such amounts beings the
“Adjustment Amount”); the Company shall be entitled, following consultation with the
Trustee, to reduce the outstanding principal balance of the Dutch VFLN Receivables or the UK Note,
as applicable, by the Adjustment Amount; provided that such transfer complies with the
applicable requirements of the Indenture and each then extant Pari Passu Third Lien Indebtedness
Agreement.



     18. Pari Passu Third Lien Indebtedness



     On or after the Issue Date, the Company may from time to time designate additional obligations
as Pari Passu Third Lien Indebtedness by delivering to the Third Priority Collateral Agent, the
Trustee and each Pari Passu Third Lien Indebtedness Agent (a) a certificate signed by the chief
financial officer of the Company (i) identifying the obligations so designated and the aggregate
principal amount or face amount thereof, stating that such obligations are designated as “Pari
Passu Third Lien Indebtedness” for purposes hereof, (ii) representing that such designation
complies with the terms of the Indenture and each then extant Pari Passu Third Lien Indebtedness
Agreement, (iii) specifying the name and address of the Pari Passu Third Lien Indebtedness Agent
for such obligations (if other than the Trustee) and (iv) stating that the Grantors have complied
with their obligations under Sections 11 and 12; (b) except in the case of
Additional Notes, a fully executed Pari Passu Third Lien Indebtedness Joinder Agreement; and (c) an
Opinion of Counsel to the effect that the designation of such obligations as “Pari Passu Third Lien
Indebtedness” does not violate the terms of the Indenture and each then extant Pari Passu Third
Lien Indebtedness Agreement (upon which the Third Priority Collateral Agent and the Trustee may
conclusively and exclusively rely).



     19. Intercreditor Matters.



     By accepting the benefits of this Agreement, the other Security Documents and any Pari Passu
Third Lien Indebtedness Agreement, as applicable, each Secured Party agrees that it is bound by the
terms of the Intercreditor Agreement applicable to such Secured Party. Each of the Secured Parties
acknowledges and agrees that notwithstanding the date, time or creation of any Liens securing any
of the Obligations under the Security Agreement or the Security Documents, the Obligations shall be
equally and ratably secured by the Liens of the Security Agreement and the Security Documents and
all Liens securing any of the Obligations (and any proceeds received from the enforcement of any
such Liens) shall be for the equal and ratable benefit of all Secured Parties shall be applied as
provided in Section 13(f). Each Secured Party, by its acceptance of the benefits hereunder
and of the Security Documents, hereby agrees for the benefit of the other Secured Parties that, to
the extent any additional or substitute collateral for any of the Obligations is delivered by a
Grantor to or for the benefit of any Secured Party, such collateral shall be subject to the
provisions of this Section 19. Each of the Secured Parties hereby agrees not to challenge
or question in any proceeding the validity or enforceability of any Security Document (in each case
as a whole or any term or provision contained therein) or the validity of any Lien or financing
statement in favor of the Third Priority Collateral Agent for the benefit of the Secured Parties as
provided in the Secu-



-40-









 







rity Agreement and the other Security Documents, or the relative priority of any such Lien.
Subject to the Third Priority Collateral Agent’s rights under Section 15, the Required
Secured Parties may direct the Third Priority Collateral Agent in exercising any remedy available
to the Third Priority Collateral Agent under this Agreement or any Security Document. In the
absence of any such instruction, the Third Priority Collateral Agent may (but shall be under no
obligation to) exercise such rights and remedies in any manner that complies with Section
15.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




-41-









 








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



	 	 	 	 	 
	 	RESIDENTIAL CAPITAL, LLC,

as Grantor

 	 
	 	By:  	                     /s/ James N. Young
 	 
	 	 	Name:  	James N. Young 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	RESIDENTIAL FUNDING COMPANY, LLC,

as Guarantor

 	 
	 	By:  	
/s/ James N. Young
 	 
	 	 	Name:  	James N. Young 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	GMAC MORTGAGE, LLC,

as Guarantor

 	 
	 	By:  	                    /s/ James N. Young
 	 
	 	 	Name:  	James N. Young 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	HOMECOMINGS FINANCIAL, LLC,

as Guarantor

 	 
	 	By:  	                    /s/ James N. Young
 	 
	 	 	Name:  	James N. Young 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	GMAC-RFC HOLDING COMPANY, LLC,

as Guarantor

 	 
	 	By:  	                    /s/ James N. Young
 	 
	 	 	Name:  	James N. Young 	 
	 	 	Title:  	Chief Financial Officer 	 



-42-









 






	 	 	 	 	 



	 	 	 	 	 
	 	

GMAC RESIDENTIAL HOLDING COMPANY, LLC,

as Guarantor

 	 
	 	By:  	
/s/ James N. Young
 	 
	 	 	Name:  	James N. Young 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	GMAC MODEL HOME FINANCE, LLC,

as a Grantor

 	 
	 	By:  	                    /s/ Michael Franta
 	 
	 	 	Name:  	Michael Franta 	 
	 	 	Title:  	President 	 
	 
	 	DEVELOPERS OF HIDDEN SPRINGS, LLC,

as Equity Pledgor

 	 
	 	By:  	                   /s/ Michael Franta
 	 
	 	 	Name:  	Michael Franta 	 
	 	 	Title:  	President 	 
	 
	 	DOA HOLDING PROPERTIES, LLC,

as Equity Pledgor

 	 
	 	By:  	                     /s/ Michael Franta
 	 
	 	 	Name:  	Michael Franta 	 
	 	 	Title:  	President 	 
	 
	 	RFC ASSET HOLDINGS II, LLC,

as FABS Grantor

 	 
	 	By:  	                     /s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	PASSIVE ASSET TRANSACTIONS, LLC,

as FABS Grantor

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



-43-









 






	 	 	 	 	 



	 	 	 	 	 
	 	RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC,

as Additional Account Party

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	RESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC,

as Additional Account Party

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC,

as Additional Account Party

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	EQUITY INVESTMENT I, LLC,

as Additional Account Party

 	 
	 	By:  	/s/ Michael Franta
 	 
	 	 	Name:  	Michael Franta 	 
	 	 	Title:  	President 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ Richard Prokosch
 	 
	 	 	Name:  	Richard Prokosch 	 
	 	 	Title:  	Vice President 	 



-44-









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.,

as Third Priority Collateral Agent

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




-45-











 





SCHEDULE I

TO THIRD 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 THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




ADDITIONAL PLACES OF BUSINESS




None.





 












 





SCHEDULE III

TO THIRD 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 THIRD 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	 	GMAC MORTGAGE LLC	 	2002/07/26	 	Registered	 	2721143	 	2003/06/03
	 
	 	SOLUTION DELIVERED	 	 	 	 	 	 	 	 	 	 
	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	 	GMAC MORTGAGE LLC	 	2002/02/05	 	Registered	 	2702661	 	2003/04/01
	 
	 	SOLUTION	 	 	 	 	 	 	 	 	 	 
	76494789
	 	SERVICE YOU DESERVE. PEOPLE YOU	 	GMAC MORTGAGE LLC	 	2003/03/06	 	Registered	 	2808259	 	2004/01/27
	 
	 	TRUST.	 	 	 	 	 	 	 	 	 	 
	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	 	GMAC MORTGAGE LLC	 	2003/07/01	 	Registered	 	3002328	 	2005/09/27
	 
	 	NEGOTIATOR, AND EXPERT	 	 	 	 	 	 	 	 	 	 
	 
	 	FACILITATOR	 	 	 	 	 	 	 	 	 	 
	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	 	GMAC MORTGAGE, LLC	 	2002/03/08	 	Registered	 	3068871	 	2006/03/14
	 
	 	INVESTMENT IN YOUR HOME	 	 	 	 	 	 	 	 	 	 
	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	 	2003/03/06	 	Registered	 	2914178	 	2004/12/28
	 
	 	 	 	HOLDING COMPANY, LLC	 	 	 	 	 	 	 	 
	78855608
	 	PACIFIC UNION ADVANTAGE	 	GMAC RESIDENTIAL	 	2006/04/06	 	Allowed	 	 	 	 
	 
	 	 	 	HOLDING COMPANY, LLC	 	 	 	 	 	 	 	 






 









 






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







 









 









Patents




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







 









 









SCHEDULE V

TO THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




COMMERCIAL TORT CLAIMS



None.





 











 





SCHEDULE VI 

TO THIRD 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 Issue 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 Issue 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 Issue 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	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GMAC Residential
Holding Company,
LLC

	 	Limited Liability
Company
	 	 	100	%	 	Residential
Capital, LLC
	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	Pledged Interests	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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
EUR 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 VII

TO THIRD 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
	 

	 	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






 









 






	 	 	 	 	 
	 	 	 	 	Jurisdiction of
	 	 	 	 	Incorporation
	Parent	 	Subsidiary	 	(Subsidiary)
	 
	 	 	 	 
	 

	 	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
	 

	 	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






 









 






	 	 	 	 	 
	 	 	 	 	Jurisdiction of
	 	 	 	 	Incorporation
	Parent	 	Subsidiary	 	(Subsidiary)
	 
	 	 	 	 
	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 THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




EXCLUDED SIGNIFICANT SUBSIDIARIES




None.




 









 








SCHEDULE IX

TO THIRD 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 EUR 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”).




 









 











SCHEDULE X

TO THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




DEPOSIT ACCOUNTS OF ADDITIONAL ACCOUNT PARTIES; SECURITIES ACCOUNTS OF FABS GRANTORS




     (a) Deposit Accounts of Additional Account Parties



	 	 	 	 	 	 	 	 	 
	 	 	Financial	 	 	 	 
	Account Owner	 	Institution	 	Account Number	 	Account Name
	 
	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 	 	 
	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






     (d) 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 THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT 

AND IRREVOCABLE PROXY




INITIAL COLLATERAL VALUE





	1)	 	As of April 30, 2008, the carrying value of the U.S. mortgage loans referred to in Section
1(a) of Schedule VI to each of the Security Agreements was $2,063,000,000.
	 
	2)	 	As of April 30, 2008, the carrying value of the Canadian mortgage loans referred to on
Schedule VI to each of the Security Agreements was $259,000,000.
	 
	3)	 	As of April 30, 2008, the carrying value of the government receivables referred to in
Section 1(c) of Schedule VI to each of the Security Agreements was $207,000,000.
	 
	4)	 	As of April 30, 2008, the carrying value of the servicing advances referred to in Section
2 of Schedule VI to each of the Security Agreements was $763,000,000.
	 
	5)	 	As of April 30, 2008, the carrying value of the securities in the Securities Accounts and the
securities otherwise included in Section 3 of Schedule VI to each Security Agreement
was $242,000,000.
	 
	6)	 	As of April 30, 2008, the carrying value of the real property owned by Homecomings Financial
Real Estate Holdings, LLC, GMAC Residential Holding Company, LLC, GMAC Residential Holding
Company, LLC (the equity interests of which are included in Section 4 of Schedule VI
to the Security Agreements) was $512,000,000.
	 
	7)	 	As of April 30, 2008, the carrying value of the equity interests of RFC Construction Funding,
LLC included in Section 4 of Schedule VI to the Security Agreements was $971,000,000.
	 
	8)	 	As of April 30, 2008, the carrying value of the equity interests of Residential Funding
Company, LLC, DOA Holding Properties I, LLC and DOA Properties II, LLC included in Section
4 of Schedule VI to each Security Agreement was $42,000,000.
	 
	9)	 	As of April 30, 2008, the carrying value of the equity interests of Developers of Hidden
Springs, LLC and Hidden Springs Sewer Company, LLC included in Section 4 of Schedule
VI to each Security Agreement was $8,000,000.
	 
	10)	 	As of April 30, 2008, the carrying value of the equity interests of GMAC Model Home Finance,
LLC, KBOne, LLC, LENOne, LLC, GMCMTH, LLC and WPSHOne, LLC included in Section 4 of
Schedule VI to the Security Agreements was $974,000,000.
	 
	11)	 	As of April 30, 2008, the carrying values of the residential mortgage loans and construction
loans securing the Viaduct No. 7 Limited Pledged Note included in Section 5 of
Schedule VI to the Security Agreements were $940,000,000 and $107,000,000, respectively.
	 
	12)	 	As of April 30, 2008, the carrying value of the residential mortgage loans and transfer
certificates securing the GX CE Funding BV Pledged Note included in Section 5 of
Schedule VI to the Security Agreements was $1,374,000,000.










 









 











ATTACHMENT I 

TO THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT 

AND IRREVOCABLE PROXY




PLEDGED EQUITY AND PLEDGED NOTES




Item A. Pledged Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Common Stock	 	 	 	 
	 	 	Authorized	 	Outstanding	 	 	 	 
	Pledged Share Issuer	 	Shares	 	Shares	 	Beneficial Owner	 	% of Shares 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
Limited1

	 	 	37,350,001	2	 	 	37,350,001
	5	 	Residential Funding
Company, LLC
	 	 	65	%








 




			
	1	 	This is a cooperative with excluded liability.
	 
	2	 	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	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GMAC Home Services,
LLC

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






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	 	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	Pledged Interests Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	 	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	Pledged Interests Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	 	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	
Pledged Interests Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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
EUR 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 THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




Form of Joinder Agreement



This JOINDER AGREEMENT, dated as of                           , 20     , is delivered pursuant to Section 16
of the Second Lien Pledge and Security Agreement and Irrevocable Proxy, dated as of June [6], 2008,
among Residential Capital, LLC certain of its affiliates from time to time parties thereto as
Grantors, U.S. Bank National Association, as Trustee, and Wells Fargo Bank, N.A., as Third 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 16 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]] thereunder with the
same force and effect as if originally named as [a/an [Additional Account Party] [Equity Pledgor]
[FABS Grantor that is a Guarantor] [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 Third Priority Collateral
Agent for the benefit of the Secured Parties, and grants to the Third Priority Collateral Agent for
the benefit of the Secured 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]] thereunder. The undersigned hereby agrees to be bound as
[a/an [Additional Account Party] [Equity Pledgor] [FABS Grantor that is a Guarantor] [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 7 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:




U.S. BANK NATIONAL ASSOCIATION,

as Trustee




	 	 	 
	By:

	 	
	 

	 	 
	 

	 	Name:

Title:






WELLS FARGO BANK, N.A.,

as Third 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:



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



The Grantors shall, from time to time, execute and deliver to the Trustee, as the Trustee 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 Trustee reasonably deems necessary or advisable to ensure a Third
Priority, perfected security interest in all or any portion of the Collateral.





 









 








ANNEX B

TO JOINDER AGREEMENT




Updated Information to Schedules I-XI and Attachment I

to Pledge and Security Agreement and Irrevocable Proxy




 









 








ATTACHMENT III

TO THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




Officer’s Certificate




[NAME OF GRANTOR]




     Dated as of: [                    ]



               The undersigned, being a [title] of [Name of Grantor], a [                    ] (the “Grantor”), does
hereby certify that:



     1. [He][She] is a duly appointed and qualified [Title] of the Grantor and is authorized to
execute and deliver this Certificate.



     2. The Grantor is requesting the release by Wells Fargo Bank, N.A., as Third Priority
Collateral Agent, of the property described on Annex A hereto (the “Property”) from the security
interest created by the Third Priority Pledge and Security Agreement and Irrevocable Proxy (the
“Third Priority Security Agreement”), dated as of June 6, 2008, among Residential Capital, LLC,
certain of its affiliates from time to time parties thereto, U.S. Bank National Association, as
Trustee, and Wells Fargo Bank, N.A., as Third Priority Collateral Agent.



     3. The conditions specified in (i) Section [     ] of the Indenture, dated as of June 6, 2008,
among Residential Capital, LLC, the Guarantors and U.S. Bank National Association, as Trustee,
applicable to the release by the Third Priority Collateral Agent of the Property from the security
interest of the Third Priority Security Agreement [and (ii) Section [                    ] of
[                    ]]3 have been satisfied.



     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first set
forth above.



	 	 	 	 	 
	 	[NAME OF GRANTOR]

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	3	 	To be included with appropriate reference to collateral
release provisions of agreements governing Pari Passu Third Lien Indebtedness,
if applicable.




 









 










ATTACHMENT IV

TO THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




[Letterhead of Counsel to Grantor]




[DATE]



Wells Fargo Bank, N.A.

[address]

[address]

Attention: [                    ]



U.S. Bank National Association, as Trustee

[address]

[address]

Attention: [                    ]





	 	Re:	 	 Third Priority Pledge and Security Agreement and
Irrevocable Proxy and Indenture for 9.625% Junior Secured Guaranteed Notes due
2010





Ladies and Gentlemen:




     [I][We] have acted as [special] [other capacity] counsel to [                    ], a [                    ]
(the “Grantor”), in connection with the requested release of [describe assets to be released] more
particularly describe in Annex A to the Officer’s Certificate referred to below (the “Property”)
from the security interest created by the Third Priority Pledge and Security Agreement and
Irrevocable Proxy (the “Third Priority Security Agreement”), dated as of June 6, 2008, among
Residential Capital, LLC (the “Company”), certain of its affiliates from time to time parties
thereto, U.S. Bank National Association, as Trustee (the “Trustee”), and Wells Fargo Bank, N.A., as
Third Priority Collateral Agent. This opinion is being furnished to you pursuant to Section 10 of
the Third Priority Security Agreement and Section 8.04 of that certain Indenture (the “Indenture”)
dated as of June 6, 2008 among the Company, the guarantors names therein and the Trustee.
4



     In [my][our] examination, [I][we] have assumed the genuineness of all signatures including
endorsements, the legal capacity of natural persons, the authenticity of all documents submitted to
[me][us] as originals, the conformity to original documents of all documents submitted to us as
facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of
such copies. As to any facts material to this opinion which [I][we] did not independently
establish or verify, [I][we] have relied upon statements and representations of the Grantor and
their respective officers and other representatives and of public officials, including the facts
and conclusions set forth therein.





 




			
	4	 	To be updated to included appropriates references to
agreements governing Pari Passu Third Lien Indebtedness, if applicable.




 









 










     Except as otherwise specified herein or as the context may otherwise require, capitalized
terms used but not otherwise defined herein are defined in the Third Priority Security Agreement.



     In rendering the opinions set forth herein, [I][we] have examined and relied on originals or
copies of the following:



     (i) the Third Priority Security Agreement



     (ii) the Indenture; and



     (iii) an Officer’s Certificate of [                    ], a [title], of [name of applicable Grantor],
dated [                    ] (the “Officer’s Certificate”) delivered by [name of applicable Grantor] pursuant
to Section 10 of the Third Priority Security Agreement and Section 8.04 of the Indenture (a copy of
which is attached as Exhibit A hereto).



     We express no opinion as to the laws of any jurisdiction other than the Applicable Laws of the
State of [                    ].



     “Applicable Laws” means those laws, rules and regulations which, in [my][our] experience, are
normally applicable to transactions of the type contemplated by the Third Priority Security
Agreement but without [my][our] having made any special investigation as to the applicability of
any specific law, rule or regulation, and which are not the subject of a specific opinion herein
referring expressly to a particular law or laws.



     Based upon the foregoing and subject to the limitations, qualifications, exceptions and
assumptions set forth herein, [I][we] are of the opinion that the Officer’s Certificate is in the
form required by Section [     ] of the Indenture and no other documents, instruments or
certificates are required to be delivered to the Third Priority Collateral Agent or the Trustee as
a condition to the requested release.



     [I][We] have made no investigation and express no opinion regarding any conclusion set forth
in the Officer’s Certificate.



     [My][Our] opinion herein stated is based on the assumptions specified above.



     This opinion is furnished to you solely for your benefit and is not to be used, circulated,
quoted or otherwise referred to for any other purpose or relied upon by any other person or entity
for any purpose without [my][our] prior written consent.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



ATTACHMENT V

TO THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




PARI PASSU THIRD LIEN INDEBTEDNESS JOINDER AGREEMENT





          The undersigned is the agent for Persons wishing to become “Secured Parties” (the “New
Secured Parties”) under the Third Priority Security Agreement, dated as of June 6, 2008 (as
amended and/or supplemented, the “Security Agreement” (terms used without definition herein
have the meanings assigned to such terms by the Security Agreement)) among Residential Capital,
LLC, the other Grantors party thereto and Wells Fargo Bank, N.A., as third lien collateral agent
(the “Third Priority Collateral Agent”) and the other Security Documents.



          In consideration of the foregoing, the undersigned hereby:




     (i) represents that the Pari Passu Third Lien Indebtedness Agent has been authorized by
the New Secured Parties to become a party to the Security Agreement on behalf of the New
Secured Parties under that [DESCRIBE OPERATIVE AGREEMENT] (the “New Secured
Obligations”) and to act as the Pari Passu Third Lien Indebtedness Agent for the New
Secured Parties hereunder;




     (ii) acknowledges that the New Secured Parties have received a copy of the Security
Agreement;




     (iii) irrevocably appoints and authorizes the Third Priority Collateral Agent to take
such action as agent on its behalf and to exercise such powers under the Security Agreement
and the other Security Documents as are delegated to the Third Priority Collateral Agent by
the terms thereof, together with all such powers as are reasonably incidental thereto; and




     (iv) accepts and acknowledges the terms of the Seucurity Agreement applicable to it and
the New Secured Parties and agrees to serve as Pari Passu Third Lien Indebtedness Agent for
the New Secured Parties with respect to the New Secured Obligations and agrees on its own
behalf and on behalf of the New Secured Parties to be bound by the terms of the Security
Agreement and the other Security Documents applicable to holders of Obligations, with all
the rights and obligations of a Secured Party thereunder and bound by all the provisions
thereof as fully as if it had been a Secured Party on the effective date of the Security
Agreement.



 









 





          IN WITNESS WHEREOF, the undersigned has caused this Pari Passu Third Lien Indebtedness Joinder
Agreement to be duly executed by its authorized officer as of the            day of 20     .



	 	 	 	 	 
	 	[NAME]

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title: