Exhibit 4.4




---



##### 



CROSS-REFERENCE TABLE
 Trust IndentureAct Section
    
    
    
    Indenture Section310 (a)(1)
    
    
    
    7.10(a)(2)
    
    
    
    7.10(a)(3)
    
    
    
    N.A.(a)(4)
    
    
    
    N.A.(a)(5)
    
    
    
    7.10(b)
    
    
    
    7.10(c)
    
    
    
    N.A.311(a)
    
    
    
    7.11(b)
    
    
    
    7.11(c)
    
    
    
    N.A.312(a)
    
    
    
    2.05(b)
    
    
    
    12.03(c)
    
    
    
    12.03313(a)
    
    
    
    7.06(b)(1)
    
    
    
    N.A.(b)(2)
    
    
    
    7.06; 7.07(c)
    
    
    
    7.06; 12.02(d)
    
    
    
    7.06314(a)
    
    
    
    4.03;12.02; 12.05(b)
    
    
    
    N.A(c)(1)
    
    
    
    12.04(c)(2)
    
    
    
    12.04(c)(3)
    
    
    
    N.A.(d)
    
    
    
    N.A.(e)
    
    
    
    12.05(f)
    
    
    
    N.A.315(a)
    
    
    
    7.01(b)
    
    
    
    7.05; 12.02(c)
    
    
    
    7.01(d)
    
    
    
    7.01(e)
    
    
    
    6.11316(a) (last sentence)
    
    
    
    2.09(a)(1)(A)
    
    
    
    6.05(a)(1)(B)
    
    
    
    6.04(a)(2)
    
    
    
    N.A.(b)
    
    
    
    6.07(c)
    
    
    
    2.12317(a)(1)
    
    
    
    6.08(a)(2)
    
    
    
    6.09(b)
    
    
    
    2.04318(a)
    
    
    
    12.01(b)
    
    
    
    N.A.(c)
    
    
    
    12.01
 
 N.A. means not applicable.*
    
    This Cross Reference Table is not part of the Indenture.




---



##### 



TABLE OF CONTENTS
 PageARTICLE IDEFINITIONS AND INCORPORATIONBY REFERENCESection 1.01 Definitions
    
    
    1Section 1.02 Other Definitions
    
    
    19Section 1.03 Incorporation by Reference of Trust Indenture Act
    
    
    19Section 1.04 Rules of Construction
    
    
    20Section 1.05 Retroactive Effect of Indenture with respect to Certain Transactions
    
    
    20ARTICLE IITHE NOTESSection 2.01 Form and Dating
    
    
    20Section 2.02 Execution and Authentication
    
    
    21Section 2.03 Registrar and Paying Agent
    
    
    22Section 2.04 Paying Agent to Hold Money in Trust
    
    
    22Section 2.05 Holder Lists
    
    
    22Section 2.06 Transfer and Exchange
    
    
    23Section 2.07 Replacement Notes
    
    
    37Section 2.08 Outstanding Notes
    
    
    37Section 2.09 Treasury Notes
    
    
    37Section 2.10 Temporary Notes
    
    
    38Section 2.11 Cancellation
    
    
    38Section 2.12 Defaulted Interest
    
    
    38Section 2.13 Withholding Taxes
    
    
    38ARTICLE IIIREDEMPTION AND PREPAYMENTSection 3.01 Notices to Trustee
    
    
    39Section 3.02 Selection of Notes to Be Redeemed
    
    
    39Section 3.03 Notice of Redemption
    
    
    40Section 3.04 Effect of Notice of Redemption
    
    
    40Section 3.05 Deposit of Redemption
    
    
    41Section 3.06 Notes Redeemed in Part
    
    
    41Section 3.07 Optional Redemption
    
    
    41Section 3.08 Offer to Purchase by Application of Excess Proceeds
    
    
    42Section 3.09 Mandatory Redemption
    
    
    44
 -i-




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##### 



PageARTICLE IVCOVENANTSSection 4.01 Payment of Notes
    
    
    44Section 4.02 Maintenance of Office or Agency
    
    
    44Section 4.03 Reports
    
    
    45Section 4.04 Compliance Certificate
    
    
    46Section 4.05 Taxes
    
    
    46Section 4.06 Stay, Extension and Usury Laws
    
    
    46Section 4.07 Restricted Payments
    
    
    47Section 4.08 [Reserved]
    
    
    48Section 4.09 Incurrence of Indebtedness
    
    
    48Section 4.10 Asset Sales
    
    
    49Section 4.11 Transactions with Affiliates
    
    
    50Section 4.12 Liens
    
    
    51Section 4.13 Maintenance of the Company as a Holding Company
    
    
    52Section 4.14 Corporate Existence
    
    
    52Section 4.15 [Reserved]
    
    
    52Section 4.16 [Reserved]
    
    
    52Section 4.17 Future Guarantors
    
    
    52ARTICLE VSUCCESSORSSection 5.01 Merger, Consolidation, or Sale of Assets
    
    
    53Section 5.02 Successor Corporation Substituted
    
    
    54ARTICLE VIDEFAULTS AND REMEDIESSection 6.01 Events of Default
    
    
    54Section 6.02 Acceleration
    
    
    56Section 6.03 Other Remedies
    
    
    56Section 6.04 Waiver of Past Defaults
    
    
    56Section 6.05 Control by Majority
    
    
    57Section 6.06 Limitation on Suits
    
    
    57Section 6.07 Rights of Holders of Notes to Receive Payment
    
    
    57Section 6.08 Collection Suit by Trustee
    
    
    58Section 6.09 Trustee May File Proofs of Claim
    
    
    58Section 6.10 Priorities
    
    
    58Section 6.11 Undertaking for Costs
    
    
    59ARTICLE VIITRUSTEESection 7.01 Duties of Trustee
    
    
    59
 -ii-




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##### 



PageSection 7.02 Rights of Trustee
    
    
    60Section 7.03 Individual Rights of Trustee
    
    
    61Section 7.04 Trustees Disclaimer
    
    
    62Section 7.05 Notice of Defaults
    
    
    62Section 7.06 Reports by Trustee to Holders of the Notes
    
    
    62Section 7.07 Compensation and Indemnity
    
    
    62Section 7.08 Replacement of Trustee
    
    
    64Section 7.09 Successor Trustee by Merger, etc
    
    
    65Section 7.10 Eligibility; Disqualification
    
    
    65Section 7.11 Preferential Collection of Claims Against Company
    
    
    65Section 7.12 Patriot Act
    
    
    65Section 7.13 Payment of Additional Interest
    
    
    65ARTICLE VIIICOLLATERALSection 8.01 Security Documents
    
    
    66Section 8.02 Agents
    
    
    66Section 8.03 Authorization of Actions to Be Taken
    
    
    66Section 8.04 Release of Collateral
    
    
    67Section 8.05 Filing, Recording and Opinions
    
    
    68Section 8.06 Powers Exercisable by Receiver or Trustee
    
    
    69Section 8.07 Release upon Termination of the Companys Obligations
    
    
    69ARTICLE IXAMENDMENT, SUPPLEMENT AND WAIVERSection 9.01 Without Consent of Holders of Notes
    
    
    69Section 9.02 With Consent of Holders of Notes
    
    
    70Section 9.03 Compliance with Trust Indenture Act
    
    
    71Section 9.04 Revocation and Effect of Consents
    
    
    72Section 9.05 Notation on or Exchange of Notes
    
    
    72Section 9.06 Trustee to Sign Amendments, etc
    
    
    72ARTICLE XGUARANTEESSection 10.01 Guarantee
    
    
    72Section 10.02 Limitation on Guarantor Liability
    
    
    73Section 10.03 Execution and Delivery of Guarantee
    
    
    74Section 10.04 Guarantors May Consolidate, etc., on Certain Terms
    
    
    74Section 10.05 Releases
    
    
    75
 -iii-




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##### 



PageARTICLE XISATISFACTION AND DISCHARGESection 11.01 Satisfaction and Discharge
    
    
    75Section 11.02 Application of Trust Money
    
    
    76ARTICLE XIIMISCELLANEOUSSection 12.01 Trust Indenture Act Controls
    
    
    77Section 12.02 Notices
    
    
    77Section 12.03 Communication by Holders of Notes with Other Holders of Notes
    
    
    78Section 12.04 Certificate and Opinion as to Conditions Precedent
    
    
    78Section 12.05 Statements Required in Certificate or Opinion
    
    
    79Section 12.06 Rules by Trustee and Agents
    
    
    79Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders
    
    
    79Section 12.08 Governing Law
    
    
    79Section 12.09 No Adverse Interpretation of Other Agreements
    
    
    80Section 12.10 Successors
    
    
    80Section 12.11 Severability
    
    
    80Section 12.12 Counterpart Originals
    
    
    80Section 12.13 Table of Contents, Headings, etc
    
    
    80Section 12.14 Third-Party Beneficiaries
    
    
    80ARTICLE XIIILEGAL DEFEASANCE AND COVENANT DEFEASANCESection 13.01 Option to Effect Legal Defeasance or Covenant Defeasance
    
    
    80Section 13.02 Legal Defeasance and Discharge
    
    
    80Section 13.03 Covenant Defeasance
    
    
    81Section 13.04 Conditions to Legal or Covenant Defeasance
    
    
    82Section 13.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous
Provisions
    
    
    83Section 13.06 Repayment to the Company
    
    
    84Section 13.07 Reinstatement
    
    
    84EXHIBITSExhibit A FORM OF NOTEExhibit B FORM OF CERTIFICATE OF TRANSFERExhibit C FORM OF CERTIFICATE OF EXCHANGEExhibit D FORM OF NOTATION OF GUARANTEEExhibit E FORM OF SUPPLEMENTAL INDENTUREExhibit F FORM OF OFFICERS CERTIFICATE FOR RELEASE OF COLLATERALExhibit G FORM OF OPINION OF COUNSEL FOR RELEASE OF COLLATERAL




---



##### 



Notes
 ARTICLE I
DEFINITIONS AND INCORPORATION
BY REFERENCE
 Definitions
 144A Global Note
 Acquired Indebtedness
 Additional Interest
 Additional Notes
 Affiliates
 Agent
 Applicable Procedures
 Asset Sale provided




---



##### 



Bankruptcy Law
 Beneficial Owner Beneficially Owns Beneficially Owned
 Board of Directors
     Broker-Dealer
 Business Day
 -2-




---



##### 



Capital Lease
 Capital Stock
     Collateral provided Primary Collateral
 Collateral Agent
 Collateral Control Agent
 Company
 Consolidated Net Income provided
   -3-




---



##### 



Corporate Trust Office of the Trustee
 corporation
 Custodian
 Dealer Managers
 Default
 Definitive Note
 Depositary
 Disqualified Equity Interests
 -4-




---



##### 



Equity Interests
 Event of Default
 Exchange Act
 Exchange Offer
 Exchange Offer Registration Statement
 Exchange Securities
 Excluded Subsidiary provided
 Existing Notes
 Fair Value
 Financing Assets
 -5-




---



##### 



Financing SPV
 First Priority Collateral Agent
 Foreign Subsidiary
 GAAP
 Global Note Legend
 Global Notes
 GMAC
 GMAC Bank
 GMAC Parties
 Government Securities
 Guarantee
 guarantee
 -6-




---



##### 



Guarantor
 Holder
 IB Finance
 Indebtedness provided however
 Indenture
 Indirect Participant
 Initial Notes
 Intercreditor Agreement
 -7-




---



##### 



Investments
     Issue Date
 Legal Holiday
 Letter of Transmittal
 Lien
 Model Home
 -8-




---



##### 



Net Cash Proceeds
      Non-U.S. Person
 Notes
 obligations
 Offering Memorandum
 -9-




---



##### 



Officer
 Officers Certificate
 Opinion of Counsel
 Pari Passu Third Lien Indebtedness pari passu
 Participant
 Permitted Consideration
 Permitted First Lien Indebtedness
 Permitted Funding Indebtedness
 Permitted Liens
  provided
  -10-




---



##### 



provided
   -11-




---



##### 



provided
   Permitted Refinancing Indebtedness
 -12-




---



##### 



Permitted Tax Distributions
 -13-




---



##### 



Person
 Preferred Units
 Private Placement Legend
 QIB
 Qualified Equity Interests
 Redemption Date
 Registration Rights Agreement
 Regulation S
 Regulation S Global Note
 Responsible Officer,
 Restricted Definitive Note
 Restricted Global Note
 Restricted Note provided however
 -14-




---



##### 



Restricted Payment
   pro rata
    Restricted Period
 Retained Proceeds
 Rule 144
 Rule 144A
 Rule 405
 -15-




---



##### 



Rule 903
 Rule 904
 SEC
 Second Priority Collateral Agent
 Second Priority Security Documents
 Securities Act
 S&P
 Security Agreement
 Security Documents
 Senior Secured Credit Facility
 Senior Secured Notes
 Senior Secured Notes Indenture
 -16-




---



##### 



Shelf Registration Statement
 Significant Subsidiary
    Subsidiary
 Supporting Assets Subject Asset
    Suretyship Liability
 -17-




---



##### 



TIA
 Treasury Yield
 Trustee
 Unrestricted Definitive Note
 Unrestricted Global Note
 Unrestricted Notes
 U.S. Person
 Voting Stock
 -18-




---



##### 



Other Definitions
 Defined inTerm
    
    SectionAffiliate Transaction.
    
    4.11Asset Sale Offer
    
    3.08Authentication Order
    
    2.02Covenant Defeasance
    
    13.03DTC
    
    2.03Event of Default
    
    6.01Excess Proceeds
    
    4.10Legal Defeasance
    
    13.02Offer Amount
    
    3.08Offer Period
    
    3.08Paying Agent
    
    2.03Permitted Indebtedness
    
    4.09Primary Collateral
    
    definition of CollateralPurchase Date
    
    3.08Registrar
    
    2.03Subject Asset
    
    definition of Supporting Assets
 Incorporation by Reference of Trust Indenture Act
   indenture securities
 indenture security Holder
 indenture to be qualified
 indenture trustee institutional trustee
 obligor
  -19-




---



##### 



Rules of Construction
         Retroactive Effect of Indenture with respect to Certain Transactions
  ARTICLE II
THE NOTES
 Form and Dating
 General
  -20-




---



##### 



Global Notes
 Execution and Authentication
    Authentication Order
  -21-




---



##### 



Registrar and Paying Agent
 Registrar Paying Agent
 DTC
  Paying Agent to Hold Money in Trust
  Holder Lists
  -22-




---



##### 



Transfer and Exchange
 Transfer and Exchange of Global Notes
    Transfer and Exchange of Beneficial Interests in the Global Notes
 Transfer of Beneficial Interests in the Same Global Note provided however
 All Other Transfers and Exchanges of Beneficial Interests in Global Notes
 -23-




---



##### 



Transfer of Beneficial Interests to Another Restricted Global Note
   -24-




---



##### 



Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note
         -25-




---



##### 



Transfer or Exchange of Beneficial Interests for Definitive Notes
 Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes
        -26-




---



##### 



Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes
        -27-




---



##### 



Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes
 Transfer and Exchange of Definitive Notes for Beneficial Interests
 Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes
      -28-




---



##### 



Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes
        -29-




---



##### 



Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes
  Transfer and Exchange of Definitive Notes for Definitive Notes
 Restricted Definitive Notes to Restricted Definitive Notes
    -30-




---



##### 



Restricted Definitive Notes to Unrestricted Definitive Notes
        Unrestricted Definitive Notes to Unrestricted Definitive Notes
 -31-




---



##### 



Exchange Offer
    Legends
 Private Placement Legend
   -32-




---



##### 



-33-




---



##### 



Global Note Legend
  DTC
 Cancellation and/or Adjustment of Global Notes
 -34-




---



##### 



General Provisions Relating to Transfers and Exchanges
         -35-




---



##### 



Automatic Exchange from Restricted Global Note to Unrestricted Global Note.
 Transfers of Notes Held by Affiliates
 -36-




---



##### 



Replacement Notes
   Outstanding Notes
     Treasury Notes
  -37-




---



##### 



Temporary Notes
   Cancellation
  Defaulted Interest
 provided
 Withholding Taxes
  -38-




---



##### 



ARTICLE III
REDEMPTION AND PREPAYMENT
 Notices to Trustee
      Selection of Notes to Be Redeemed
 pro rata
     -39-




---



##### 



Notice of Redemption
           provided however
 Effect of Notice of Redemption
  -40-




---



##### 



Deposit of Redemption
   Notes Redeemed in Part
  Optional Redemption
    -41-




---



##### 



RedemptionYear
    
    Price2010
    
    
    104.813
    %2011
    
    
    102.407
    %2012 and thereafter
    
    
    100.000
    %
 Offer to Purchase by Application of Excess Proceeds
 Asset Sale Offer
 Offer Period Purchase Date Offer Amount pro rata
     -42-




---



##### 



pro rata
  pro rata
 -43-




---



##### 



Mandatory Redemption
  ARTICLE IV
COVENANTS
 Payment of Notes
   Maintenance of Office or Agency
  -44-




---



##### 



provided however
  Reports
    -45-




---



##### 



Compliance Certificate
   Taxes
  Stay, Extension and Usury Laws
  -46-




---



##### 



Restricted Payments
    plus
      -47-




---



##### 



(4) [Reserved];
    [Reserved].
 Incurrence of Indebtedness
  Permitted Indebtedness
     -48-




---



##### 



provided
   Asset Sales
     -49-




---



##### 



pro rata
 Transactions with Affiliates
 Affiliate Transaction
  -50-




---



##### 



Liens
  -51-




---



##### 



Maintenance of the Company as a Holding Company
  Corporate Existence
  [Reserved]
 [Reserved]
 Future Guarantors
    -52-




---



##### 



ARTICLE V
SUCCESSORS
 Merger, Consolidation, or Sale of Assets
      -53-




---



##### 



Successor Corporation Substituted
 provided however
 ARTICLE VI
DEFAULTS AND REMEDIES
 Events of Default
 Event of Default
      -54-




---



##### 



-55-




---



##### 



Acceleration
   Other Remedies
   Waiver of Past Defaults
  -56-




---



##### 



provided however
 Control by Majority
  Limitation on Suits
        Rights of Holders of Notes to Receive Payment
  -57-




---



##### 



Collection Suit by Trustee
  Trustee May File Proofs of Claim
  Priorities
  First
 -58-




---



##### 



Second
 Third
  Undertaking for Costs
  ARTICLE VII
TRUSTEE
 Duties of Trustee
     -59-




---



##### 



Rights of Trustee
     -60-




---



##### 



Individual Rights of Trustee
  -61-




---



##### 



Trustees Disclaimer
  Notice of Defaults
  Reports by Trustee to Holders of the Notes
   Compensation and Indemnity
  -62-




---



##### 



-63-




---



##### 



Replacement of Trustee
           -64-




---



##### 



provided
 Successor Trustee by Merger, etc
  Eligibility; Disqualification
   Preferential Collection of Claims Against Company
  Patriot Act
  Payment of Additional Interest
  -65-




---



##### 



ARTICLE VIII
COLLATERAL
 Security Documents.
  Agents.
  Authorization of Actions to Be Taken
  -66-




---



##### 



Release of Collateral
  -67-




---



##### 



Filing, Recording and Opinions.
   -68-




---



##### 



Powers Exercisable by Receiver or Trustee
  Release upon Termination of the Companys Obligations
  ARTICLE IX
AMENDMENT, SUPPLEMENT AND WAIVER
 Without Consent of Holders of Notes
    provided
   -69-




---



##### 



With Consent of Holders of Notes
   -70-




---



##### 



Compliance with Trust Indenture Act
  -71-




---



##### 



Revocation and Effect of Consents
  Notation on or Exchange of Notes
   Trustee to Sign Amendments, etc
  ARTICLE X
GUARANTEES
 Guarantee
   -72-




---



##### 



Limitation on Guarantor Liability
  -73-




---



##### 



Execution and Delivery of Guarantee
     Guarantors May Consolidate, etc., on Certain Terms
     -74-




---



##### 



Releases
  provided
   ARTICLE XI
SATISFACTION AND DISCHARGE
 Satisfaction and Discharge
    -75-




---



##### 



Application of Trust Money
  -76-




---



##### 



provided
 ARTICLE XII
MISCELLANEOUS
 Trust Indenture Act Controls
  Notices
   
   
    -77-




---



##### 



Communication by Holders of Notes with Other Holders of Notes
  Certificate and Opinion as to Conditions Precedent
   -78-




---



##### 



Statements Required in Certificate or Opinion
      Rules by Trustee and Agents
  No Personal Liability of Directors, Officers, Employees and Stockholders
  Governing Law
  -79-




---



##### 



No Adverse Interpretation of Other Agreements
  Successors
  Severability
  Counterpart Originals
  Table of Contents, Headings, etc
    ARTICLE XIII
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
 Option to Effect Legal Defeasance or Covenant Defeasance
 Legal Defeasance and Discharge
 -80-




---



##### 



Legal Defeasance
      Covenant Defeasance Covenant
Defeasance
 -81-




---



##### 



Conditions to Legal or Covenant Defeasance
         -82-




---



##### 



Deposited Money and Government Securities to Be Held in Trust; Other
Miscellaneous Provisions Trustee
  -83-




---



##### 



Repayment to the Company
 Reinstatement provided
  -84-




---



##### 



Dated as of June 6, 2008
    
    RESIDENTIAL CAPITAL, LLCBy:
    
    /s/ James N. YoungName: James N. YoungTitle: Chief Financial Officer




---



##### 



Dated as of June 6, 2008
    
    GUARANTORS:GMAC RESIDENTIAL HOLDING COMPANY, LLCBy:
    
    /s/ James N. YoungName: James N. YoungTitle: Chief Financial OfficerGMAC-RFC HOLDING COMPANY, LLCBy:
    
    /s/ James N. YoungName: James N. YoungTitle: Chief Financial OfficerGMAC MORTGAGE, LLCBy:
    
    /s/ James N. YoungName: James N. YoungTitle: Chief Financial OfficerRESIDENTIAL FUNDING COMPANY, LLCBy:
    
    /s/ James N. YoungName: James N. YoungTitle: Chief Financial OfficerHOMECOMINGS FINANCIAL, LLCBy:
    
    /s/ James N. YoungName: James N. YoungTitle: Chief Financial Officer




---



##### 



Dated as of June 6, 2008
    
    U.S.Bank National AssociationBy:
    
    /s/ Richard ProkoschName: Richard ProkoschTitle: Vice President




---



##### 



EXHIBIT A
 [FACE OF NOTE]
 
  No. ___
    
    $
   
    Residential Capital, LLCBy:Name:Title: 
 
 By:Authorized Signatory
 A-1




---



##### 



[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]
  Interest Company Interest Payment Date
 Method of Payment provided
 A-2




---



##### 



Paying Agent and Registrar
 Indenture Indenture
 Optional Redemption
 Mandatory Redemption
 Repurchase at the Option of The Holder
 Denominations, Transfer, Exchange
 Persons Deemed Owners
 Amendment, Supplement and Waiver
 A-3




---



##### 



Defaults and Remedies
 A-4




---



##### 



Trustee Dealings with Company
 Security Documents and Intercreditor Agreement
 No Recourse Against Others
 A-5




---



##### 



Authentication
 Abbreviations
 Additional Rights of Holders of Restricted Global Notes and Restricted
Definitive Notes Registration Rights Agreement
 CUSIP Numbers
 GOVERNING LAW
  A-6




---



##### 



A-7




---



##### 



Assignment Form
  (I) or (we) assign and transfer this Note to:(Insert assignees legal name)
 
  
 
 
 
  
 
 Your Signature:(Sign exactly as your name appears on the face of this Note)
 
 
 *
    
    Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).
 A-8




---



##### 



Option of Holder to Elect Purchase
  o
  
 
 Your Signature:(Sign exactly as your name appears on the face of this Note)
 Tax Identification No.:
 
 
 *
    
    Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).
 A-9




---



##### 



Schedule of Exchanges of Interests in the Global Note
  Principal Amount
    
    Signature ofAmount of decrease
    
    Amount of increase in
    
    of this Global Note
    
    authorized officerin Principal Amount
    
    Principal Amount
    
    following such
    
    of Trustee orDate of Exchange
    
    of this Global Note
    
    of this Global Note
    
    decrease (or increase)
    
    Custodian
 
 *
    
    This schedule should be included only if the Note is issued in global form.
 A-10




---



##### 



EXHIBIT B
 FORM OF CERTIFICATE OF TRANSFER
 
 
 9.625% Junior Secured Guaranteed Notes due 2015
 Indenture Company
 Transferor  Transfer  Transferee
  o Check if Transferee will take delivery of a beneficial interest in the 144A
Global Note or a Restricted Definitive Note pursuant to Rule 144A Securities Act
 B-1




---



##### 



o Check if Transferee will take delivery of a beneficial interest in the
Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S
 o Check and complete if Transferee will take delivery of a beneficial interest
in a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule
144A or Regulation S
 o
  o
  o
 o Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note
 o Check if Transfer is pursuant to Rule 144
 B-2




---



##### 



o Check if Transfer is Pursuant to Regulation S
 o Check if Transfer is Pursuant to Other Exemption
  [Insert Name of Transferor]By:Name:Title:
 
 B-3




---



##### 



1.
    
    The Transferor owns and proposes to transfer the following:
  (a)
    
    o a beneficial interest in the:
 (i)
    
    o 144A Global Note (CUSIP ___), or(ii)
    
    o Regulation S Global Note (CUSIP ___), or
 (b)
    
    o a Restricted Definitive Note.
 2.
    
    After the Transfer the Transferee will hold:
  (a)
    
    o a beneficial interest in the:
 (i)
    
    o 144A Global Note (CUSIP ___), or(ii)
    
    o Regulation S Global Note (CUSIP ___), or(iii)
    
    o Unrestricted Global Note (CUSIP ___); or
 (b)
    
    o a Restricted Definitive Note; or(c)
    
    o an Unrestricted Definitive Note,
  B-4




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EXHIBIT C
 FORM OF CERTIFICATE OF EXCHANGE
 
 
 9.625% Junior Secured Guaranteed Notes due 2015
 
 Indenture Company
 Owner  Exchange
 Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note
 o Check if Exchange is from beneficial interest in a Restricted Global Note to
beneficial interest in an Unrestricted Global Note Securities Act
 o Check if Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Definitive Note
 C-1




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o Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note
 o Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive
Note
 Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global
Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes
 o Check if Exchange is from beneficial interest in a Restricted Global Note to
Restricted Definitive Note
 o Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note o
 C-2




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o
  [Insert Name of Transferor]By:Name:Title:Dated:
 C-3




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EXHIBIT D
 FORM OF NOTATION OF GUARANTEE
 Indenture Company Trustee
  [Name of Guarantor(s)]By:Name:Title: D-1




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EXHIBIT E
 FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS
 Supplemental Indenture   Guaranteeing Subsidiary Company Trustee
  Indenture Notes
 Guarantee
   Capitalized Terms
 Agreement to Guarantee
 No Recourse Against Others
 E-1




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Counterparts
 Effect of Headings
 The Trustee
  E-2




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[Guaranteeing Subsidiary]By:Name:Title:Residential Capital, LLCBy:Name:Title:U.S. Bank National Association
as TrusteeBy:Authorized Signatory E-3




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EXHIBIT F
 FORM OF OFFICERS CERTIFICATE FOR RELEASE OF COLLATERAL
 Officers Certificate
 [NAME OF GRANTOR]
 
 
   1
  [NAME OF GRANTOR]By:Name:Title: 
 1
    
    To be updated to include appropriate references to
collateral release provisions of agreements governing Pari Passu Third Lien
Indebtedness, if applicable. F-1




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EXHIBIT G
 FORM OF OPINION OF COUNSEL FOR RELEASE OF COLLATERAL
 [Letterhead of Counsel to Grantor]
  
 
 Re:
    
    Third Priority Pledge and Security Agreement and
Irrevocable Proxy and Indenture for 9.625% Junior Secured Guaranteed Notes due
2015
  2
  
 2
    
    To be updated to include appropriate references to
agreements governing Pari Passu Third Lien Indebtedness, if applicable. G-1




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G-2