Exhibit 10.12
 EXECUTION VERSION




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TABLE OF CONTENTS
 Page1. Definitions; Deemed Control, Delivery and Endorsement; Interpretative Provisions
    
    
    
    
    
    
    22. Grant of Security Interest by Borrowers, the Guarantors
    
    
    
    
    
    
    93. Grant of Security Interest by Equity Pledgors
    
    
    
    
    
    
    114. Grant of Security Interest by FABS Grantors
    
    
    
    
    
    
    125. Grant of Security Interest by Additional Account Parties
    
    
    
    
    
    
    136. Grant of Security Interest by Grantors
    
    
    
    
    
    
    147. Representations and Warranties
    
    
    
    
    
    
    148. Grantor Remains Liable; Nature of Security Interest; Subrogation, etc.
    
    
    
    
    
    
    169. Collections, etc.
    
    
    
    
    
    
    1810. Release
    
    
    
    
    
    
    1811. Agreements of the Grantors
    
    
    
    
    
    
    1812. Agreement as to Investment Property; Voting
    
    
    
    
    
    
    2113. Defaults and Events of Default; Remedies
    
    
    
    
    
    
    2514. Limitation on Duty in Respect of Collateral
    
    
    
    
    
    
    2715. Relationship to First Priority Security Agreement; First Priority Collateral Agent
    
    
    
    
    
    
    2816. General
    
    
    
    
    
    
    2817. Foreign Pledge Agreements
    
    
    
    
    
    
    32
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HEDGE PLEDGE AND SECURITY AGREEMENT  AND IRREVOCABLE PROXY
 Agreement GMAC
Mortgage Borrower Borrowers ResCap Homecomings RFC Holdings Residential Guarantor Guarantors Developers DOA Model Home I Equity Investment IV Home Services Equity Pledgor Equity Pledgors RAHI PATI FABS Grantor FABS Grantors Residential Mortgage Residential Funding Homecomings Financial Equity I Additional Account Party Additional Account Party Section 16 Grantor Grantors
 WITNESSETH:
 Loan Agreement
 Obligations Guaranty
 Hedge Pledge and Security Agreement and
Irrevocable Proxy




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Primary Hedge Documents Hedge Counterparty Confirmation Hedge
Documents
 Second
Loan Amendment
    Definitions; Deemed Control, Delivery and Endorsement; Interpretative Provisions
 Assigned Documents
 Bailment Collateral
 Closing Date
 Collatera Sections 2 3 4 5 6
 2




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Collateral Control Agent
 Computer Hardware and Software clause (i) clauses
(a), (b)
 Deed of Charge
 Distributions
 Dividends
 Dutch Assets
 Dutch Membership Interests (vorderingsrechten) (lid) (lidmaatschap).
 Dutch VFLN Receivables (vorderingsrechten) (regres) (subrogatie))
 Event of Default
 3




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Excluded Assets clause (a) (d) clause (a) (d) (f)
 Financing Assets
 Financing SPV Equity Interests
 First Priority Collateral Agent
 First Priority Security Agreement
 General Intangibles
 Hedge Counterparty
 Intellectual Property
 4




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Intercreditor Agreement
 Lender Agent
 Non-Tangible Collateral
 Note Issuance Facility Deed
 Obligations
 Other Secured Parties
 Permitted Liens
 Pledged Interest Issuer Item B Attachment I
 5




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Pledged Interests Item B Attachment I
 Pledged Note Issuer Item D Attachment
I
 Pledged Note
 Pledged Notes Item D Attachment I Section 12(j)
 Pledged Property
 Pledged Share Issuer Item A Attachment
I
 Pledged Shares
 6




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Pledgor
 Property
 ResCap Counterparty
 Security provided, however
 Security Trustee
 Servicing Contract
 Significant Subsidiary
    7




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Trust Deed
 UCC provided Section 11(a) UCC
 UK Note
 UK Note Related Security
 UK
Pledged Shares Item C Attachment I
 UK Pledged Shares Companies means:
 GMAC Holdings
 GMAC Europe
 RFC Investments
 UK Pledged Share Company
 UK SPE
 VFLN Agreement
 8




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VFLN Note
 Whole Loan Mortgage provided, however
  Grant of Security Interest by Borrowers, the Guarantors
 Schedule VI Schedule VI
   Schedule V
   9




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Item A Attachment I Item D Attachment I Item B Attachment I clause (m)(i)
  10




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provided Collateral Section 2
  Grant of Security Interest by Equity Pledgors.
 Item A Attachment I
  11




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Item D Attachment I
   Item B Attachment I
      provided Collateral Section 3
 Grant of Security Interest by FABS Grantors
  12




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Schedule X
     provided Collateral Section 4
 Grant of Security Interest by Additional Account Parties.
 Schedule X
  13




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provided Collatera Section 5
 Grant of Security Interest by Grantors.
 (a)
    
    Financing Assets;(b)
    
    Whole Loan Mortgages;(c)
    
    Securities;(d)
    
    Financing SPV Equity Interests; and(e)
    
    proceeds therefrom.
 provided
   Schedule VI(a)
 Schedule VI(a)
  14




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Schedule I
 Schedule II
 Schedule III
 Schedule III
 Schedule I
    15




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16




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Section 8(c)
 17




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Collections, etc
 Release.
 Agreements of the Grantors.  Section 1(b)
 18




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Schedules I II
 provided Section 11(a)(iii)
   19




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Section 1(b)
  20




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(statuten) (lidmaatschap)
   Section 1(b)
   21




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clause (g) below,
 22




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Section 12(h)
  Section 13(f);
 clause (ii),
 Section 12(h)(ii),
 23




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provided, however
  24




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clause (i) 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 AND ALL COMMITMENTS HAVE TERMINATED.
 clause (a) clauses
(c) (g) Section 13
   25




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clause (i)
      26




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Limitation on Duty in Respect of Collateral.
  27




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Relationship to First Priority Security Agreement; First Priority Collateral
Agent.
   General.
 Attachment II
 28




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Joinder Agreement
  Section 11(a)(i)
 Schedule XI Schedule XI
    29




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Affected Person Maximum Amount
   30




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31




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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.
 ; provided
 provided, however
 Foreign Pledge Agreements
 Foreign Pledge Agreement
 Adjustment Amount provided
  32




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RESIDENTIAL FUNDING COMPANY, LLC, 
as GrantorBy:
    /s/ Melissa WhiteName:
    
    Melissa WhiteTitle:
    
    Assistant Treasurer




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GMAC MORTGAGE, LLC, as
GrantorBy:
    /s/ Melissa WhiteName:
    
    Melissa WhiteTitle:
    
    Assistant Treasurer




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RESIDENTIAL CAPITAL, LLC,
as GrantorBy:

/s/
Elizabeth T.  KellyName:
    
    Elizabeth T.  KellyTitle:
    
    Assistant Treasurer




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HOMECOMINGS FINANCIAL, LLC, 
as GrantorBy:
    /s/ Melissa WhiteName:
    
    Melissa WhiteTitle:
    
    Assistant Treasurer




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GMAC-RFC HOLDING COMPANY, LLC, 
as GrantorBy:
    /s/ Melissa WhiteName:
    
    Melissa WhiteTitle:
    
    Assistant Treasurer




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GMAC RESIDENTIAL HOLDING COMPANY, LLC,
as GrantorBy:
    /s/ Melissa WhiteName:
    
    Melissa WhiteTitle:
    
    Assistant Treasurer




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DEVELOPERS OF HIDDEN SPRINGS, LLC, 
as GrantorBy:

/s/
Donald McConnellName:
    
    Donald McConnellTitle:
    
    Assistant Secretary




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DOA HOLDING PROPERTIES, LLC,
as GrantorBy:

/s/
Donald McConnellName:
    
    Donald McConnellTitle:
    
    Assistant Secretary




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RFC ASSET HOLDINGS II, LLC, 
as GrantorBy:
    /s/ Melissa WhiteName:
    
    Melissa WhiteTitle:
    
    Assistant Treasurer




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PASSIVE ASSET TRANSACTIONS, LLC, 
as GrantorBy:
    /s/ Melissa WhiteName:
    
    Melissa WhiteTitle:
    
    Assistant Treasurer




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RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC,
as GrantorBy:
    /s/ Melissa WhiteName:
    
    Melissa WhiteTitle:
    
    Assistant Treasurer




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RESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC, 

as GrantorBy:
    /s/  Melissa WhiteName:
    
    Melissa WhiteTitle:
    
    Assistant Treasurer




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HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC, 
as GrantorBy:
    /s/ Melissa WhiteName:
    
    Melissa WhiteTitle:
    
    Assistant Treasurer




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EQUITY INVESTMENT I, LLC, 
as GrantorBy:
    /s/ Donald McConnellName:
    
    Donald McConnellTitle:
    
    Assistant Secretary




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EQUITY INVESTMENT IV, LLC, 
as GrantorBy:

/s/
Donald McConnellName:
    
    Donald McConnellTitle:
    
    Assistant Secretary




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GMAC MODEL HOME FINANCE I, LLC,
as GrantorBy:
    /s/ Donald McConnellName:
    
    Donald McConnellTitle:
    
    Assistant Secretary




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GMAC HOME SERVICES, LLC, 
as GrantorBy:
    /s/  James N. YoungName:
    
    James N. YoungTitle:
    
    Chief Financial Officer




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GMAC, LLC,
as Hedge CounterpartyBy:
    /s/ David C.WalkerName:
    
    David C. WalkerTitle:
    
    Group Vice President & Treasurer




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ATTACHMENT I
TO HEDGE PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 FINANCING SPV EQUITY INTERESTS




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ATTACHMENT II
TO HEDGE PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 FORM OF JOINDER
 RFC GMACM GMAC Hedge Pledge and Security Agreement Section 15 First Priority Pledge and Security Agreement
 New Grantor Annex A
  Annex B




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Annex A




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[NEW GRANTOR]By:Name:Title:ACKNOWLEDGED AND AGREEDAS OF THE DATE FIRST ABOVE WRITTEN:GMAC, LLC
    
    [GMAC, LLCas Hedge Counterparty
    
    as Lender Agent]By:
    
    
    
    [By:Name:
    
    
    
    Name:Title:
    
    
    
    Title:][WELLS FARGO BANK, N.A.,
    
    [WELLS FARGO BANK, N.A.,as Collateral Control Agent]
    
    as First Priority Collateral Agent][By:
    
    
    
    [By:Name:
    
    
    
    Name:Title:]
    
    
    
    Title:]ACKNOWLEDGED AND AGREED FORTHE PURPOSES OF THE LOAN AGREEMENTAS OF THE DATE FIRST ABOVE WRITTEN:][GMAC MORTGAGE, LLC]
    

[RESIDENTIAL FUNDING COMPANY, LLC][By:
    
    
    
    [By:Name:
    
    
    
    Name:Title:]
    
    
    
    Title:]




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provided




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Updated
Information to Schedules I-XI and Attachment I 
to First
Priority Pledge and Security Agreement