Exhibit 10.7
 EXECUTION VERSIOIN




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Table of Contents
 PageARTICLE I DEFINITIONS AND ACCOUNTING MATTERS
    
    
    1Section 1.01. Definitions; Construction
    
    
    1Section 1.02. Accounting Matters
    
    
    2ARTICLE II COMMITMENTS, LOANS, BORROWING, PREPAYMENT
    
    
    2Section 2.01. Commitments and Loans
    
    
    2Section 2.02. Note
    
    
    3Section 2.03. Borrowing Procedures
    
    
    4Section 2.04. Borrowing Base
    
    
    5Section 2.05. Interest
    
    
    6Section 2.06. Fees
    
    
    6Section 2.07. Alternate Rate of Interest; Increased Costs
    
    
    6Section 2.08. Mandatory Repayment of Loans
    
    
    8Section 2.09. Optional Prepayment
    
    
    9Section 2.10. Termination of Commitments and Reduction of
Aggregate Commitment Amount
    
    
    9ARTICLE III PAYMENTS; COMPUTATIONS; TAXES; EXPENSES
    
    
    10Section 3.01. Payments and Computations, Etc
    
    
    10Section 3.02. Taxes
    
    
    12Section 3.03. Fees and Expenses
    
    
    15Section 3.04. Setoff
    
    
    15ARTICLE IV ACCOUNTS AND COLLECTIONS
    
    
    15Section 4.01. Concentration Accounts
    
    
    15Section 4.02. Sales Proceeds Accounts
    
    
    15Section 4.03. Collections Deposited to Collection Accounts
    
    
    16Section 4.04. Withdrawals from Designated Accounts; Account Notices
    
    
    16Section 4.05. Cash and Cash Equivalents
    
    
    16ARTICLE V CONDITIONS PRECEDENT
    
    
    16Section 5.01. Conditions Precedent
    
    
    17Section 5.02. Further Conditions Precedent
    
    
    17ARTICLE VI REPRESENTATIONS AND WARRANTIES
    
    
    17
 -i-




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Table
of Contents
 PageSection 6.01. Representations and Warranties of the Borrowers
    
    
    17ARTICLE VII COVENANTS
    
    
    21Section 7.01. Affirmative Covenants of the Obligors
    
    
    21Section 7.02. Negative Covenants of the Obligors
    
    
    25Section 7.03. Notice of Certain Occurrences
    
    
    28ARTICLE VIII EVENTS OF DEFAULT
    
    
    31Section 8.01. Events of Default
    
    
    31Section 8.02. Remedies
    
    
    33ARTICLE IX ASSIGNMENT, PARTICIPATION
    
    
    34Section 9.01. Assignments
    
    
    34Section 9.02. Evidence of Assignment
    
    
    36Section 9.03. Rights of Assignee, Evidence of Assignment
    
    
    36Section 9.04. Participations
    
    
    36ARTICLE X INDEMNIFICATION
    
    
    37Section 10.01. Indemnities by the Borrowers
    
    
    37Section 10.02. General Provisions
    
    
    38ARTICLE XI GUARANTEE
    
    
    39Section 11.01. Unconditional Guarantee
    
    
    39Section 11.02. Nature of Guarantee
    
    
    39Section 11.03. Certain Agreements; Waivers of Certain Notices
    
    
    40Section 11.04. Waiver of Subrogation
    
    
    40Section 11.05. Taxes
    
    
    40Section 11.06. Payments
    
    
    41Section 11.07. Severability of Article XI
    
    
    41Section 11.08. Acceleration of Guarantee
    
    
    41Section 11.09. Election of Remedies
    
    
    42Section 11.10. Benefit to Guarantor
    
    
    42ARTICLE XII LENDER AGENT
    
    
    42Section 12.01. Appointment and Authorization
    
    
    42Section 12.02. Delegation of Duties
    
    
    43
 -ii-




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Table
of Contents
 PageSection 12.03. Liability of Lender Agent
    
    
    43Section 12.04. Reliance by Lender Agent
    
    
    43Section 12.05. Notice of Default
    
    
    43Section 12.06. Credit Decision
    
    
    44Section 12.07. Indemnification
    
    
    44Section 12.08. Lender Agent in Individual Capacity
    
    
    44Section 12.09. Successor Lender Agent
    
    
    45Section 12.10. Funding Reliance
    
    
    45Section 12.11. Security Matters; Release of Collateral
    
    
    46ARTICLE XIII MISCELLANEOUS
    
    
    47Section 13.01. Amendments, Etc
    
    
    47Section 13.02. Notices, Etc
    
    
    48Section 13.03. No Waiver; Remedies
    
    
    48Section 13.04. Binding Effect; Assignability
    
    
    48Section 13.05. GOVERNING LAW; SUBMISSION TO JURISDICTION
    
    
    48Section 13.06. Entire Agreement
    
    
    49Section 13.07. Acknowledgment
    
    
    49Section 13.08. Captions and Cross References
    
    
    49Section 13.09. Execution in Counterpart; Effectiveness
    
    
    49Section 13.10. Confidentiality
    
    
    49Section 13.11. Survival
    
    
    50Section 13.12. Joint and Several Liability of Borrowers
    
    
    50Section 13.13. Obligors Bound by Intercreditor Agreement
    
    
    52Section 13.14. Third-Party Beneficiaries
    
    
    52Section 13.15. First Priority Collateral Agent; Capacity under this
Agreement and Protections Afforded
    
    
    52
 -iii-




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SchedulesSchedule 1.01
    
    DefinitionsSchedule 2.04
    
    Collateral Value CalculationsSchedule 5.01
    
    Conditions Precedent to the Initial LoanSchedule 5.02
    
    Conditions Precedent to each LoanSchedule 7.01(g)
    
    GMAC LLC Required ReportsSchedule 7.01(m)
    
    Master Custodial AgreementSchedule 7.01(t)
    
    Bilateral FacilitiesSchedule 8.01(m)
    
    Post-Closing RequirementsSchedule 13.02
    
    NoticesExhibitsExhibit A
    
    Eligibility RequirementsExhibit B
    
    [Reserved]Exhibit C
    
    Initial Permitted Funding IndebtednessExhibit 2.02(a)(i)
    
    Form of Revolving NoteExhibit 2.02(a)(ii)
    
    Form of Term NoteExhibit 2.03(a)
    
    Form of Borrower Funding RequestExhibit 2.03(b)
    
    Form of Interim Borrowing Base ReportExhibit 2.04(a)
    
    Form of Collateral Value ReportExhibit 2.04(b)
    
    Form of Collateral Value CertificateExhibit 2.08(b)
    
    Form of Repayment NoticeExhibit 2.09(a)
    
    Form of Prepayment NoticeExhibit 7.01
    
    Form of Compliance CertificateExhibit 7.01(s)
    
    Form of JoinderExhibit 9.01
    
    Form of Assignment and Acceptance
 -iv-




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Agreement RFC GMAC Mortgage Borrower Borrowers Guarantor Obligors Initial
Lender Lender Lenders Lender Agent Section 12.11(b)
 BACKGROUND
   Term Loan Agreement
    ARTICLE I
 DEFINITIONS AND ACCOUNTING MATTERS
 Definitions; Construction
 Schedule 1.01




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##### 



provided
 Accounting Matters Section 7.01(f)
 ARTICLE II
 COMMITMENTS, LOANS, BORROWING, PREPAYMENT
 Commitments and Loans
  Loan Agreement
 2




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Section 2.03
  Term Loans
  Note
 Exhibit 2.02(a)(i) Revolving Note Exhibit
2.02(a)(ii) Term Note Note inter alia provided
 Register Section 9.04 Article IX
 Loan Agreement
 3




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Article IX
  Borrowing Procedures
 provided minus
   Loan Agreement
 4




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Section 5.02 clauses (b) (c) (d) (e) (f) Schedule 5.02
 Borrowing Base
  Sections 2.04(c) (d) Schedule 2.04 provided
 Section 2.04(a) (b)
 Section 2.04(a) (b) Section 2.04(c)
 Section 2.04
 Loan Agreement
 5




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Section 2.04 Section 2.04
 Section 2.03(c)
 Schedule 2.04 European
Collateral Value Adjustment
 Interest Section 8.02 provided
 Fees
 Alternate Rate of Interest; Increased Costs
  Loan Agreement
 6




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provided however Sections 2.07(c) 3.02 Section 2.07(b)
  Loan Agreement
 7




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Section 2.07 provided Sections 2.07(a) (b) (c) provided further
 Section 2.07 provided provided further Section 2.07(e) Sections 2.07(a) (b) (c) (d)
 Mandatory Repayment of Loans
 Section 2.09 Section 5.02
 Borrowing Base Shortfall Day Borrowing Base Deficiency provided however Section 2.08(b) Substitute Collateral
 Section
2.08(b)
 Loan Agreement
 8




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##### 



minus minus Section
2.08(a)
 Section 2.08
 Section 2.08
 Optional Prepayment Optional Prepayment Date provided provided further plus plus provided items (a) (b) (c) Section 5.02
 Termination of Commitments and Reduction of Aggregate Commitment
Amount
  Loan Agreement
 9




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clause (b) provided
 Section 2.08(c) Prepayment Amount
 ARTICLE III
 PAYMENTS; COMPUTATIONS; TAXES; EXPENSES
 Payments and Computations, Etc.
  provided however
   Section 3.02
 Loan Agreement
 10




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clause (f)(i) clause (f)(i) (f)(ii) clauses (f)(i) (f)(iii) clauses (f)(i) (f)(iv) clauses (f)(i) (f)(v)
 Sections 2.07(b) 2.07(c) 3.02 Article X pro rata provided clause (g) Section 3.04)
 Loan Agreement
 11




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Taxes
 Credit Party Section 3.02(f)) Taxes Section 3.02(f) Section 3.02(f) (y) Section 3.02(f)
 Other Taxes
 Section 3.02)
 Loan Agreement
 12




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Schedule 13.02
 Section 3.02 Schedule 13.02
 Section 3.02 Section 3.02 Section 3.02 provided however
 Non-U.S. Lender
 Loan Agreement
 13




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Section 3.02(a) Exemption Certificate Section
3.02 Sections 3.02(a) (c) Section 3.02
 Section
3.02
 Loan Agreement
 14




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Fees and Expenses.
 Setoff provided Section
3.01(g) provided
 ARTICLE IV
 ACCOUNTS AND COLLECTIONS
 Concentration Accounts
 Sales Proceeds Accounts Section 4.02(b)
 Section
4.02(a) provided Provided
 Loan Agreement
 15




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Collections Deposited to Collection Accounts Section 4.02
 Withdrawals from Designated Accounts; Account Notices Section 4.02
 Cash and Cash Equivalents
 ARTICLE V
 CONDITIONS PRECEDENT
 Loan Agreement
 16




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Conditions Precedent Schedule 5.01 Schedule 5.01
 Further Conditions Precedent Schedule 5.02 provided Section 2.09 paragraphs (b)-(f) Schedule 5.02
 ARTICLE VI
 REPRESENTATIONS AND WARRANTIES
 Representations and Warranties of the Borrowers
    Loan Agreement
 17




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Section 8.02
  Section 8.02
 Loan Agreement
 18




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Loan Agreement
 19




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provided
  Loan Agreement
 20




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ARTICLE VII
 COVENANTS
 Affirmative Covenants of the Obligors Article VII
 provided
    Loan Agreement
 21




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subsections 7.01(f)(i) (ii) (iii)
 Schedule 7.01(g)
 Loan Agreement
 22




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Sections 4.02 4.03
 Schedule 7.01(m)
  Loan Agreement
 23




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clauses (b) (c) (d) (f) (g)
  Loan Agreement
 24




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Terms of Bilateral Facilities clauses (x) (y)
 Clear Lien Exceptions
 Negative Covenants of the Obligors
 Loan Agreement
 25




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Section 7.02(k) provided Section 7.02(a)
  Section 13.01
    clauses (b) (c) (d) (e) (f) (g)
  provided provided further
 Loan Agreement
 26




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provided clause (i)
    Loan Agreement
 27




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provided
    Notice of Certain Occurrences
  Loan Agreement
 28




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Loan Agreement
 29




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Section
6.01(n)
   provided
    Loan Agreement
 30




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ARTICLE VIII
 EVENTS OF DEFAULT
 Events of Default Events of
Default
   Section
7.01(e) 7.01(k) 7.02(a) 7.02(h) (l) 7.02(p) 7.03(a) 7.03(c) 7.03(i) 7.03(j) Section 8.01(c)
  Loan Agreement
 31




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Loan Agreement
 32




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clauses (i) (viii)
   Remedies
 Section 8.01(d)
 Section 8.01(d)
 Remedies Section 8.02 Section 8.02
 Loan Agreement
 33




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Section 8.02(c) provided
 ARTICLE IX
 ASSIGNMENT, PARTICIPATION
 Assignments
  Loan Agreement
 34




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provided
    Section 13.11
 Section 2.02(b)
 Loan Agreement
 35




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provided
 Section
9.01
 Evidence of Assignment
 Rights of Assignee, Evidence of Assignment Section 9.01(b)
 Participations
 Participant provided
 Loan Agreement
 36




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provided pro rata provided Sections 2.07(b) 2.07(c) 3.02 provided
 Participant Register
 ARTICLE X
 INDEMNIFICATION
 Indemnities by the Borrowers Indemnified Party Indemnified Amounts
 Loan Agreement
 37




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excluding however Section 3.02
 General Provisions Section 10.01
 Article X
 Loan Agreement
 38




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ARTICLE XI
 GUARANTEE
 Unconditional Guarantee
 Nature of Guarantee Article XI Article XI
 Loan Agreement
 39




---



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Certain Agreements; Waivers of Certain Notices Article XI Article XI Section 11.03
 Waiver of Subrogation
 Taxes Section 3.02
 Loan Agreement
 40




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Payments
 Severability of Article XI Article XI Article XI Article
XI Article
XI Article XI Affected Guarantor Article XI Article XI Maximum Guaranty Amount Article XI Section 11.07 Article XI Section 11.07 Article XI Article XI Section 11.07 Article XI
 Acceleration of Guarantee
 Loan Agreement
 41




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Election of Remedies Article XI Article XI
 Benefit to Guarantor
 ARTICLE XII
 LENDER AGENT
 Appointment and Authorization Section 12.09
 Loan Agreement
 42




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Delegation of Duties
 Liability of Lender Agent
 Reliance by Lender Agent Section 13.01
 Notice of Default Section 8.02 provided
 Loan Agreement
 43




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Credit Decision
 Indemnification pro rata provided
 Lender Agent in Individual Capacity
 Loan Agreement
 44




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Lender Lenders
 Successor Lender Agent Lender
Agent Article XII Article X
 Funding Reliance provided
 Loan Agreement
 45




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Security Matters; Release of Collateral
       Loan Agreement
 46




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Section 12.11
 ARTICLE XIII
 MISCELLANEOUS
 Amendments, Etc provided
 Section 3.01(f) Section 3.01(g)
 Section 8.02
 Section 2.06 Section 3.01(b)
    Loan Agreement
 47




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Notices, Etc Schedule 13.02 Article I
 No Waiver; Remedies
 Binding Effect; Assignability provided however Section 9.01
 GOVERNING LAW; SUBMISSION TO JURISDICTION
 Loan Agreement
 48




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Entire Agreement
 Acknowledgment
    Captions and Cross References
 Execution in Counterpart; Effectiveness
 Confidentiality
 Loan Agreement
 49




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Section 9.01(e) provided provided however Section 13.10
 Survival Sections 3.02 13.10 Article X Section 12.07
 Joint and Several Liability of Borrowers
  Loan Agreement
 50




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pro rata provided Section 13.12
 Section 13.12 Section 13.12
  Returned Amount
  Loan Agreement
 51




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Obligors Bound by Intercreditor Agreement
 Third-Party Beneficiaries
 First Priority Collateral Agent; Capacity under this Agreement and
Protections Afforded Section 12.11(b)
 Loan Agreement
 52




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




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




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RESIDENTIAL CAPITAL, LLC,
as GuarantorBy:
    /s/ John M. PetersonName:
    John M. PetersonTitle:
    Assistant Treasurer




---



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




---



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




---



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




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




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RESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC, 
as
ObligorBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant Treasurer




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




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EQUITY INVESTMENT I, LLC,
as ObligorBy:
    /s/ Michael J. FrantaName:
    Michael J. FrantaTitle:
    President




---



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GMAC LLC,
as Lender AgentBy:
    /s/ David  WalkerName:
    David  WalkerTitle: S-11




---



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GMAC LLC,
as Initial LenderBy:
    /s/ David WalkerName:
    David WalkerTitle:
    [ILLIGIBLE] S-12




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DEVELOPERS OF HIDDEN SPRINGS, LLC,
as ObligorBy:
    /s/ Michael J. FrontaName:
    Michael J. FrontaTitle:
    President




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DOA HOLDING PROPERTIES, LLC,
as ObligorBy:
    /s/ Michael J. FrantaName:
    Michael J. FrantaTitle:
    President




---



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




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




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By:
    
    /s/ Nicholas D. TallyName:
    
    Nicholas D. TallyTitle:
    
    Vice President




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SCHEDULE 1.01
 DEFINITIONS
 Definitions
 2010 Notes
 2010 Indenture
 2015 Notes
 2015 Indenture
 Account Control Agreements
 Account Exceptions Sections 4.01 4.03
 Account Transfer Date
 Acquired Indebtedness
 Adjusted Borrowing Base sum
 minus
 plus
 plus
 minus
 Schedule 1.01-1




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##### 



minus
  Affected Guarantor Section 11.07
 Affiliate controlled by under
common control with
 Affiliate Transaction
 Agency Assets
 Aggregate Commitment Amount minus Section 2.10(c) Section 2.10(b)
 Agreement preamble
 Alternate Account
 Alternate Account Control Agreement
 Applicable Deposit Date
 Schedule 1.01-2




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Applicable Margin
 Approved Exceptions
 Approved Fund
 Approved Servicing Advance Factoring Agreement
 Asset
 Assignee Section 9.01
 Assignment and Acceptance Exhibit 9.01
 Available Amount
 BCG
 BCG Assets
 Schedule 1.01-3




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Bilateral Facility Schedule 7.01(t)
 Board
 Borrower preamble
 Borrower Funding Request Exhibit 2.03(a) Section 2.03(a)
 Borrowing Base Section 2.04 minus
 Borrowing Base Deficiency Section 2.08(b)
 Borrowing Base Shortfall Day Section 2.08(b)
 Brazilian Security Documents
 Breakage Costs Section 2.07
 Schedule 1.01-4




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provided
 Business Day
 Canadian Custodial Agreement Computershare
 Capital Lease
 Capital Stock
 Carrying Value
 Cash Equivalents
 Schedule 1.01-5




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(i) (v)
 Change of Control
 Chilean Security Documents
 Closing Date Section
5.01
 Collateral
 Collateral Control Agent
 Collateral Disposition provided
 Collateral Release Certificate Section 12.11(b)
 Collateral Value Schedule 2.04
 Collateral Value Certificate Exhibit 2.04(b)
 Schedule 1.01-6




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Sections 2.04(a)-(b)
 Collateral Value Report Exhibit 2.04(a) Sections 2.04(a)-(b)
 Collection Account Control Agreement
 Collection Accounts
 Collections
 Commitment Article II
 Commitment Termination Date Section 2.10 Section 8.02
 Compliance Certificate Exhibit
7.01
 Concentration Accounts
 Conforming Loan
 Consolidated Liquidity
 Consolidated Net Income provided
 Schedule 1.01-7




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clause (c)
 clause (a)
    Consolidated Net Worth
 Consolidated Tangible Net Worth minus
 Contract
 Controlled Group
 Credit and Collection Policies
 Schedule 1.01-8




---



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Credit Party Section 3.02(a)
 Credit Risk Asset
    Custodial Transfer Date
 Cut-Off Date provided however
 Default
 Default Rate plus plus per annum.
 Defaulted Asset
     Deferral Period
 Schedule 1.01-9




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Disqualified Equity Interests
 Dollars $
 Dutch Note
 Dutch SPE
 Dutch Security Documents
 Dutch VFLN Agreement
 Electronic Files
 Eligible Servicing Advances Agreement
 Eligibility Requirements Exhibit A
 Eligible Asset
  Schedule 1.01-10




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Eligible Assignee provided
 English Deed of Assignment
 English Loan Sale and Purchase Agreement
 English Note
 English Note Issuance Facility Deed
 English Security Documents
 English Security Trustee
 English Sellers
 English Shares Charge
 English SPE
 Schedule 1.01-11




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Equity Interests
 ERISA
 European Collateral Value Adjustment Section
2.04(g)
 European Reporting Assets
 European Reporting Date
 European SPV Accounts
 Event of Bankruptcy
    Schedule 1.01-12




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Event of Default Section 8.01
 Exchange Offer
 Exchange Offer Notes
 Exchange Offer OM
 Excluded Assets
 Excluded Subsidiary clause
(e) provided clause (a)
 Exempt Cash Reserve Account (a) provided
 Exemption Certificate Section 3.02(f)
 Schedule 1.01-13




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Existing Term Loans
 Facility
 Facility Documents
 Fair Value provided
 Fannie Mae
 Fee Letter
 FHA
 FHA Approved Mortgagee
 FHA Insurance Contract
 FHLB
 Financial Asset-Backed Security
 Schedule 1.01-14




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Financing Assets
 Financing SPV
 First Priority Collateral Agent
 Foreign Subsidiary clause (a)
 Freddie Mac
 Funding Date Section 2.03 provided
 GAAP
 Ginnie Mae
 GMAC Bank
 GMAC Mortgage preamble
 GMAC Originator
 GMAC Parties
 Governmental Authority Governmental Authority
 Schedule 1.01-15




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Guarantee Article XI
 Guarantor
 Guidelines
 HELOC Loan
 HLTV Loan
 Homecomings
 HUD
 IBG
 IBG Assets
 Identified Lien Exceptions
 Incremental Advance
 Indebtedness
 Schedule 1.01-16




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clauses (a) (g) provided provided however
 Indemnified Amounts Section 10.01
 Indemnified Party Section 10.01
 Initial Account Control Agreements
 Initial Borrower Funding Request Exhibit 2.03(a) Section 2.03
 Initial Collateral
 Initial Collateral Value Report Exhibit 2.04(a) Section
2.04(a)
 Initial Funding Date
 Initial Lender
 Insolvency Law
 Intercreditor Agreement
 Schedule 1.01-17




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Interest Period
 Interim Borrowing Base Report Exhibit
2.03(b)
 Internal Revenue Code
 Investment Company Act
 Investments
  clause
(b)
   Investors
 Jumbo Loan
 Kick-Out Loan
 Schedule 1.01-18




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Lender preamble
 Lender Agent Section 12.09
 Lender Parties
 LIBOR Rate LIBOR Rate
 Lien
 Loan Repayment Date
 Loans
 Loan-to-Value Ratio
 Mandatory Repayment Date provided however
 Schedule 1.01-19




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Material Adverse Effect Section
6.01(o) provided however
 Maximum Guaranty Amount Section 11.07
 Mexican Security Documents
 MHF
 MHF Assets
 MHF Subsidiary
 Model Home
 Monthly Collateral Report
 Schedule 1.01-20




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Monthly Settlement Date
 Mortgage Loan
 Multiemployer Plan
 Net Cash Proceeds
      Non-Recourse Debt provided
 Non-UCC Assets
 Schedule 1.01-21




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Non-U.S. Lender Section 3.02(f)
 Note Exhibit 2.02(a)
 Obligations
 Obligors
 Optional Prepayment Date Section 2.09
 Originator
 Other Receivables
 Other Taxes Section 3.02(b)
 Outstanding Aggregate Loan Amount
 Outstanding Aggregate Revolving Loan Amount
 Outstanding Aggregate Term Loan Amount
 Schedule 1.01-22




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Outstanding Lender Loan Amount
 Outstanding Lender Revolving Loan Amount
 Outstanding Lender Term Loan Amount
 Par Value
 Participant Section 9.04
 Payor
 PBGC
 Pension Plan pension plan
 Permitted Affiliate Transaction Section 7.02(g)
 Schedule 1.01-23




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Permitted Consideration
 Permitted Funding Indebtedness Exhibit C provided
 Permitted Indebtedness
      clauses (b) (c) clause (f)
 Section 7.02(l) provided
  clauses (a) (g)
 Schedule 1.01-24




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provided clause (a)
 Permitted Liens
  provided clause (ii) clause (i)
     Schedule 1.01-25




---



##### 



Schedule 1.01-26




---



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provided
    Permitted Refinancing Indebtedness
      Permitted Restricted Payments
  Schedule 1.01-27




---



##### 



clauses (b) (c) (d) (f)
   Section 2.08(c)
    Permitted Tax Distributions
 Person
 Schedule 1.01-28




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Post-Closing Requirements Schedule 8.01(m)
 Preferred Units
 Prepayment Notice Exhibit
2.09(a)
 Primary Collateral
 Pro Rata Share Pro Rata Share Section 9.01
 Qualified Equity Interests
 Register Section 2.02(b)
 Remittance Date
 Reinvestment Certificate Section 7.02(k)
 Reinvestment Collateral Section 7.01(g) provided
 Schedule 1.01-29




---



##### 



Reinvestment Schedule
 REO Owner
 REO Property
 Repayment Notice Exhibit
2.08(b)
 Requirements of Law
 Required Lenders plus
 ResCap
 Reserves Schedule 2.04
 Schedule 1.01-30




---



##### 



Residual Rights
 Responsible Officer provided Section 7.01(f)
 Restricted Payment
  Section 7.02(g)
  Schedule 1.01-31




---



##### 



Restricted Payment Maximum Amount minus plus minus
 Retained Proceeds plus
 Returned Amount Section 13.12(d)
 Revolving Loan Repayment Date Section
8.02(a) Section
8.01(d) however
 Revolving Loans Section 2.01(a)
 RFC
 Sales Proceeds Accounts Section 4.02(a)
 Scheduled Loan Repayment Date
 Schedule 1.01-32




---



##### 



Scratch and Dent Mortgage Loans
 Second Lien Loan
 Security Agreement
 Security Documents
 Servicing Advance Exception End Date
 Servicing Advance Exception Funds
 Servicing Advance Exception Limit
 Servicing Advance Factoring Sale
 Servicing Advances Accounts Section 4.02(b)
 Servicing Corporate Advances
 Schedule 1.01-33




---



##### 



Servicing P&I Advance
 Servicing T&I Advance
 Significant Subsidiary
   Subsidiary
 Solvent Section 7.01(f)
 Sponsor
 Schedule 1.01-34




---



##### 



Subject Asset
 Subsidiary provided
 Subsidiary Pledgor
 Substitute Collateral Section 2.08(b)
 Supporting Assets
 Suretyship Liability
 Term Loan Agreement
 Term Loans Section 2.01(c)
 Term Loan Assignment
 Term Loan Initial Balance
 Term Loan Lenders
 Schedule 1.01-35




---



##### 



Term Loan Repayment Date Section 8.02(a) Section 8.01(d)
 Transfer provided
 UCC
 Unmatured Event of Default
 VA
 VA Approved Lender
 VA Guaranty Agreement
 Valuation Agent
 Value
 Voting Stock
 Wet Loan
 Schedule 1.01-36




---



##### 



Section 2.04
 Schedule 1.01 Schedule 2.04
 Collateral Value
 plus
 plus
 plus
 plus
 plus
 plus
 plus
 plus
 plus
 plus
 Schedule 2.04-1




---



##### 



plus
 plus
 plus
 plus
 plus
 plus
 plus
 plus
 provided
 Schedule 2.04-2




---



##### 



CONDITIONS PRECEDENT TO THE INITIAL LOAN
   Schedule 8.01(m)
        Schedule 5.01-1




---



##### 



Schedule 5.01-2




---



##### 



paragraphs (b)-(e)
 Section 2.03
           Section
2.03
 Schedule 5.02-1




---



##### 



GMAC LLC REQUIRED REPORTS
      Schedule 7.01(g)-1




---



##### 



MASTER CUSTODIAL AGREEMENT
 Schedule 7.01(m)-1




---



##### 



EXECUTION COPY




---



##### 



PageSection 1. Financing Parties
    
    
    1Section 2. Definitions
    
    
    1Section 3. Delivery of Mortgage Files to Custodian
    
    
    4Section 4. The Custodians Receipt, Examination and Certification of Mortgage Files
and Issuance of Trust Receipt
    
    
    5Section 5. Possession of Mortgage Files
    
    
    6Section 6. Release of Custodians Mortgage Files
    
    
    7Section 7. Release for Payment in Full of Mortgage Asset
    
    
    9Section 8. Final Release
    
    
    9Section 9. Waiver by the Custodian
    
    
    9Section 10. Right of Inspection
    
    
    9Section 11. Custodians Fees and Expenses
    
    
    10Section 12. Termination of Agreement
    
    
    10Section 13. Reserved
    
    
    10Section 14. Limitation on Obligations of the Custodian
    
    
    10Section 15. Indemnification
    
    
    12Section 16. Representations and Warranties of Sellers
    
    
    12Section 17. Representations and Warranties of the Custodian
    
    
    13Section 18. Representations and Warranties of the Financing Parties
    
    
    14Section 19. Cumulative Rights
    
    
    14Section 20. Notices
    
    
    14Section 21. No Assignment or Delegation by the Custodian
    
    
    15Section 22. Reserved
    
    
    15Section 23. Controlling Law; Submission to Jurisdiction
    
    
    15Section 24. Agreement for the Exclusive Benefit of Parties
    
    
    15Section 25. Indulgences, Waivers, Amendments
    
    
    15Section 26. Titles Not to Affect Interpretation
    
    
    16Section 27. Provisions Separable
    
    
    16Section 28. Authorized Representatives
    
    
    16Section 29. Reproduction Of Documents
    
    
    16Section 30. Entire Agreement
    
    
    16
 i




---



##### 



PageSection 31. Counterparts
    
    
    17Section 32. Joint and Several Liability
    
    
    17SCHEDULESSCHEDULE I  FORM OF CUSTODIAL AGREEMENT SUPPLEMENT
    
    Schedule I-1EXHIBITSEXHIBIT A  TRUST RECEIPT
    
    
    AEXHIBIT B  LOAN DATA TRANSMISSION INFORMATION
    
    
    BEXHIBIT C  RESERVED
    
    
    CEXHIBIT D  LETTER TO CUSTODIAN RE: FINANCING PARTYS TRUST RECEIPT
    
    
    DEXHIBIT E  REQUEST FOR RELEASE OF DOCUMENTS
    
    
    EEXHIBIT F  ATTORNEYS BAILEE LETTER
    
    
    FEXHIBIT G  FORM OF NOTICE TO CUSTODIAN
    
    
    GEXHIBIT H  FORM OF TRANSMITTAL LETTER
    
    
    HEXHIBIT I  FORM OF LOST NOTE AFFIDAVIT
    
    
    IEXHIBIT J  AUTHORIZED REPRESENTATIVES OF THE CUSTODIAN
    
    
    JEXHIBIT K-1  AUTHORIZED REPRESENTATIVES OF RESIDENTIAL FUNDING
COMPANY, LLC
    
    
    K-1EXHIBIT K-2  AUTHORIZED REPRESENTATIVES OF GMAC MORTGAGE, LLC
    
    
    K-2
 ii




---



##### 



Seller Sellers Financing Parties Custodian
  Transaction
  Custodial Agreement Supplement
   SECTION 1. Financing Parties.
 Section 12
 SECTION 2. Definitions.




---



##### 



Acceptable Attorney
 Additional Mortgage Assets
 Affiliate
 Agreement
 Assignment of Mortgage
 Attorneys Bailee Letter
 Authorized Representative
 Bankruptcy Code
 Business Day
 Custodial Register
 Custodian
 Default
 Delivery Deadline
 Electronic Transmission
 Event of Default
 2




---



##### 



Examination Requirements
 Exception
 Exception Report
 Financing Party Financing Parties
 Loan Data Transmission Exhibit B
 Loan Number
 Loan Schedule
 MERS
 MERS Loan
 MOM Loan
 Mortgage
 Mortgage Asset
 3




---



##### 



Mortgage File
 Mortgage Note
 Mortgaged Property
 Mortgagor
 Notice of Removal
 Person
 Request for Release Section 6
 Required Documents
 Responsible Officer Exhibit
J
 Seller Sellers
 Transaction Documents
 Trust Receipt Exhibit A
 Trust Receipt Delivery Deadline
 SECTION 3. Delivery of Mortgage Files to Custodian.
  4




---



##### 



SECTION 4. The Custodians Receipt, Examination and Certification of Mortgage Files and
Issuance of Trust Receipt.
  Exhibit K Exhibit D
 5




---



##### 



Section 4
 Section 4(e)
  SECTION 5. Possession of Mortgage Files.
 Possession of Mortgage Files on Behalf of Financing Party Section 3
 6




---



##### 



Section 13(c)
 Exhibit D
 Custodial Register
  SECTION 6. Release of Custodians Mortgage Files.
 Exhibit E Request for Release
 7




---



##### 



Exhibit H Transmittal Letter Exhibit F Exhibit E Section 6(c) Exhibit F
  Section 6
   8




---



##### 



Section 6
 SECTION 7. Release for Payment in Full of Mortgage Asset.
  SECTION 8. Final Release.
 Exhibit G
 SECTION 9. Waiver by the Custodian.
  SECTION 10. Right of Inspection.
  9




---



##### 



SECTION 11. Custodians Fees and Expenses.
  SECTION 12. Termination of Agreement.
   SECTION 13.
 SECTION 14. Limitation on Obligations of the Custodian.
 Section 14
  10




---



##### 



Force
Majeure Event
   11




---



##### 



SECTION 15. Indemnification.
  Section 3 provided Exhibit E Exhibit I Section 15.
  SECTION 16. Representations and Warranties of Sellers.
  12




---



##### 



SECTION 17. Representations and Warranties of the Custodian.
        13




---



##### 



Section 17
 SECTION 18. Representations and Warranties of the Financing Parties
  SECTION 19. Cumulative Rights.
  SECTION 20. Notices.
  14




---



##### 



SECTION 21. No Assignment or Delegation by the Custodian.
  SECTION 22. Reserved.
 SECTION 23. Controlling Law; Submission to Jurisdiction.
 Section 5-1401
 SECTION 24. Agreement for the Exclusive Benefit of Parties.
  SECTION 25. Indulgences, Waivers, Amendments.
  15




---



##### 



SECTION 26. Titles Not to Affect Interpretation.
  SECTION 27. Provisions Separable.
  SECTION 28. Authorized Representatives.
 Exhibits J K-1 K-2
 SECTION 29. Reproduction Of Documents.
  16




---



##### 



SECTION 30. Entire Agreement.
  SECTION 31. Counterparts.
  SECTION 32. Joint and Several Liability.
 Section 15
 17




---



##### 



RESIDENTIAL FUNDING COMPANY, LLC,  as a SellerBy:
Name:
    
    /s/ Melissa White

Melissa WhiteTitle:
    
    Asst. TreasureGMACMORTGAGE, LLC,
Seller as aBy:
    
    /s/ Melissa WhiteName
    
    Melissa WhiteTitle:
    
    Asst. Treasure




---



##### 



WELLS FARGO BANK, NATIONAL 
ASSOCIATION,
as CustodianBy:
Name:
    
    /s/ Steve Naasz

Steve NaaszTitle:
    
    Assistant Vice President
 S-2




---



##### 



FORM OF CUSTODIAL AGREEMENT SUPPLEMENT
 1
 RECITALS
 describe financing transaction,
eg. Master Repurchase Agreement, dated as of [___], 2008
 Master
Custodial Agreement describe financing arrangement
  SECTION 1. Definitions.
  Section 13
 Delivery Deadline define, eg. not later than 11:00 a.m. New York City time (i)
on the Business Day preceding the proposed date of a Transaction if fewer than 300 Mortgage Files
are delivered; (ii) on the second Business Day preceding the proposed date of a Transaction if more
than 300 but fewer than 600 Mortgage Files are delivered; and (iii) on a date mutually agreed upon between the Custodian and the Seller preceding the proposed date of
a Transaction if more than 600 Mortgage Files are delivered
 
 1




---



##### 



Examination Requirements Exhibit B
 Notice of Removal Exhibit C
 Required Documents Exhibit A
 Trust Receipt Delivery Deadline define, eg. not later than 11:00 am New York
City time (i) on the Business Day after the date on which the Mortgage Files were delivered to the
Custodian by the Seller if fewer than 300 Mortgage Files were delivered; (ii) on the second
Business Day after the date on which the Mortgage Files were delivered to the Custodian by the
Seller if more than 300 but fewer than 600 Mortgage Files were delivered to the Custodian by the
Seller; and (iii) on a date mutually agreed upon between the Seller and the Custodian after the
date on which the Mortgage Files were delivered to the Custodian by the Seller if more than 600
Mortgage Files were delivered to the Custodian by the Seller"
 SECTION 2. Delivery of Mortgage File to Custodian.
 Section 3(a) Exhibit A
 Section 3(b)
 Define, eg. all items on Exhibit B, or all items on Exhibit B, other than items (b) and
(c).
 Section 3
 Section 3
 SECTION 3. The Custodians Receipt, Examination and Certification of Mortgage Files and
Issuance of Trust Receipt.
 Section 4
 Exhibit B
  Section 4
 SECTION 4. Notices.




---



##### 



If to the Seller:[Address][Address]Attention: [___]Telephone: [___]Facsimile: [___]E-mail: [___]If to the Financing Party:[Address][Address]Attention: [___]Telephone: [___]Facsimile: [___]E-mail: [___]If to the Custodian:Wells Fargo Bank, National Association1015
10th Ave SEMinneapolis, Minnesota 55414Attention: Mortgage Document CustodyTelephone: (612) 667-1015Facsimile: (612) 667-1068E-mail: steve.j.naasz@wellsfargo.com
 If the Seller or the Financing Party is not organized under the laws of the United States
or a State thereof, an agent for service of process may be appointed using the following:
 insert name and address
 SECTION 5. Ratification of Master Custodial Agreement; Entire Agreement.
  SECTION 6. Notice of Removal.
 Exhibit C




---



##### 



define financing transaction define financing transaction
 SECTION 7. Controlling Law.
  SECTION 8. Agreement for the Exclusive Benefit of Parties.
  SECTION 9. Indulgences, Amendments.
  SECTION 10. Titles Not to Affect Interpretation.
  SECTION 11. Provisions Separable.
  SECTION 12. Authorized Representatives.
 Authorized Representative




---



##### 



Exhibit Section 12
 SECTION 13. Counterparts.
  If the Financing Party is a bankruptcy-remote entity, include the following sections
 SECTION 14. Non-Petition Agreement.
 Section 14
 SECTION 15 Limited Recourse.




---



##### 



[SELLER]
as SellerBy:Name:Title:[FINANCING PARTY]
as a Financing PartyBy:Name:Title:WELLS FARGO BANK, NATIONAL ASSOCIATIONas CustodianBy:Name:Title:




---



##### 



REQUIRED DOCUMENTS
 Insert applicable deliverable documents




---



##### 



EXAMINATION REQUIREMENTS
 Insert applicable examination requirements
 B-1




---



##### 



FORM OF NOTICE OF REMOVAL
 th
 Master Custodial
Agreement Seller Financing
Party  Custodial Agreement Supplement
 Seller Financing Party Section 1 Financing Party
  [SELLER]as SellerBy:Name:Title:
 C-1




---



##### 



AUTHORIZED REPRESENTATIVES OF FINANCING PARTY
 Name/Title:
    
    Specimen Signature:
 D-1




---



##### 



TRUST RECEIPT
 [ ]
    Custodial Agreement define
applicable Custodial Agreement Supplement
   
  WELLS FARGO BANK, NATIONAL ASSOCIATIONas CustodianBy:Name:Title:
 A-1




---



##### 



[]Designated AgentBy:Name:Title:
 A-2




---



##### 



LOAN DATA TRANSMISSION INFORMATION
 FIELDS TO BE PROVIDED IN LOAN DATA TRANSMISSION
  CUSTOMER
    
     POOLNUM [Finance Facility Code]
    
     COLL_KEY [Loan ID] ALT_ID [Servicing Number]
    
     BORROWER [Last Name]
    
     BORR1FIRST BORR1MID
    
     CLOSED [Note Date]
    
     MATURITY [Maturity Date] MODIFYDATE
    
     RATE [Note Rate]
    
     LNAMOUNT [Orig Principal Amt] STATE
    
     CITY
    
     ZIP ADDRESS
    
     MERSMIN
    
     MERSFLAG ISMOM [MOM Indicator]
    
     UDF_CHR2 [REO Indicator]
    
     UDF_CHR1 [Asset Type] BOOKPAGE [Lien Position]
    
     TERM [MI Required (Y/N)]
    
     LTV
 B-1




---



##### 



[RESERVED]
 C-1




---



##### 



LETTER TO CUSTODIAN
RE: FINANCING PARTYS TRUST RECEIPT
 th
       []Designated AgentBy:Name:Title:
 D-1




---



##### 



REQUEST FOR RELEASE OF DOCUMENTS
 th
  define applicable Custodial Agreement Supplement
    1.
    
    Mortgage Asset paid in full or delinquent. (The Custodian shall delete the Mortgage Asset from
the applicable Loan Data Transmission.)2.
    
    Mortgage Asset in foreclosure or otherwise released for servicing.3.
    
    Appropriate amount of funds credited to [Financing Party] pursuant to agreement relating to
the applicable Transaction.
(The Custodian shall delete the Mortgage Asset from the applicable Loan
Data Transmission.)4.
    
    Mortgage Asset liquidated by . (The Custodian is hereby authorized to delete the
Mortgage Asset from the applicable Loan Data Transmission.)5.
    
    Other Servicing Reasons6.
    
    Potential sale of Mortgage Asset to third party purchaser
   E-1




---



##### 



[RESIDENTIAL FUNDING COMPANY, LLCBy:Name:Title:Date:[GMAC MORTGAGE, LLCBy:Name:Title:Date:
 E-2




---



##### 



Acknowledged and Agreed:[FINANCING PARTY]By:Name:Title:
 E-3




---



##### 



ATTORNEYS BAILEE LETTER
 
 
 Custodian   th
 Financing Party:
  Seller 1 Documents
 Financing Party Custodian
   
 1
    
    For Acceptable Attorneys to whom copies of the Documents are sent. F-1




---



##### 



provided Release Notice provided further
    NOTE: BY ACCEPTING THE MORTGAGE ASSETS DELIVERED TO YOU WITH THIS LETTER, YOU CONSENT TO BE THE
CUSTODIAN, AGENT AND BAILEE FOR THE FINANCING PARTY ON THE TERMS DESCRIBED IN THIS LETTER. THE
CUSTODIAN REQUESTS THAT YOU ACKNOWLEDGE RECEIPT OF THE ENCLOSED PURCHASED ASSETS AND THIS LETTER
BY SIGNING AND RETURNING THE ENCLOSED COPY OF THIS LETTER TO THE CUSTODIAN; HOWEVER, YOUR FAILURE
TO DO SO DOES NOT NULLIFY SUCH CONSENT.
 F-2




---



##### 



Very truly yours,[RESIDENTIAL FUNDING COMPANY, LLC, SellerBy:Name:Title:[GMAC MORTGAGE, LLC, SellerBy:Name:Title:[                    ], Financing PartyBy:Name:Title:
 ACKNOWLEDGED AND AGREED:By:Print Name:Date:
 F-3




---



##### 



Re:
    
    Mortgagor:Address of Property:
Loan Number:
 
 Attorneys Bailee Letter   Financing Party
 Documents
  Sincerely yours,By:Name:Title:
 ACKNOWLEDGMENT:




---



##### 



FORM OF NOTICE TO THE CUSTODIAN
 To:
    
    Wells Fargo Bank, National Association
1015 10thAve SE
Minneapolis, Minnesota 55414
Attention: Mortgage Document Custody
 
 Custodial Agreement
 [], Financing PartyBy:Name:Title:Dated:
 Agreed and Acknowledged:Wells Fargo Bank, National Association,as CustodianBy:Name:Title:Dated:
 G-1




---



##### 



,AssigneeBy:Name:Title:Dated:
 G-2




---



##### 



FORM OF TRANSMITTAL LETTER
  
 
 
  Documents Mortgage Assets  Financing Party
 Custodian
 If the Documents have been delivered to the Bailee for servicing, insert the following two
paragraphs
   If the Documents have been delivered to the Bailee in connection with a proposed sale or
financing, insert the following four paragraphs
 Payoff Amount
 H-1




---



##### 



H-2




---



##### 



Very truly yours,Wells Fargo Bank, National Association,as CustodianBy:Name:Title:Address:
 RECEIPT ACKNOWLEDGED[Bailee]By:
 H-3




---



##### 



FORM OF LOST NOTE AFFIDAVIT
 (STATE OF NEW YORKSS::(COUNTY OF NEW YORK
 
  
 
 
 
   
 
 
  I-1




---



##### 



WELLS FARGO BANK, NATIONAL ASSOCIATIONBy:Name:Title:
 I-2




---



##### 



CUSTODY OFFICER LIST
 Name: Shari Gillund
    
    /s/ Shari GillundTitle: Senior Vice President
    
    SignatureName: Patricia A. Hardenbrook
    
    /s/ Patricia A. HardenbrookTitle: Assistant Vice President
    
    SignatureName: Mary Hogan
    
    /s/ Mary HoganTitle: Vice President
    
    SignatureName: Bradley D. Johnson
    
    /s/ Bradley D. JohnsonTitle: Assistant Vice President
    
    SignatureName: Dora E. Kaufman
    
    /s/ Dora E. KaufmanTitle: Assistant Vice President
    
    SignatureName: Steve Naasz
    
    /s/ Steve NaaszTitle: Assistant Vice President
    
    SignatureName: Vonda J. Rankin
    
    /s/ Vonda J. RankinTitle: Trust Officer
    
    SignatureName: Susan S. Reiss
    
    /s/ Susan S. ReissTitle: Vice President
    
    SignatureName: Lori M. Swanell
    
    /s/ Lori M. SwanellTitle: Assistant Vice President
    
    SignatureName: Leigh Taylor
    
    /s/ Leigh TaylorTitle: Vice President
    
    SignatureName: Sarah J. Woods
    
    /s/ Sarah J. WoodsTitle: Assistant Vice President
    
    SignatureName: Frank A. Zazula
    
    /s/ Frank A. ZazulaTitle: Assistant Vice President
    
    Signature




---



##### 



AUTHORIZED REPRESENTATIVES OF RESIDENTIAL FUNDING COMPANY, LLC
 Name/Title:
    
    Specimen Signature:Melissa White, Asst. Treasurer
    
    /s/ Melissa WhiteElizabeth Kelly, Asst. Treasurer
    
    /s/ Elizabeth KellyWilliam F. Cusey III, Asst. Treasurer
    
    /s/ William F. Cusey
 K-1




---



##### 



AUTHORIZED REPRESENTATIVES OF GMAC MORTGAGE, LLC
 Name/Title:
    
    Specimen Signature:Melissa White, Asst. Treasurer
    
    /s/ Melissa WhiteElizabeth Kelly, Asst. Treasurer
    
    /s/ Elizabeth KellyWilliam F. Cusey, III Treasurer
    
    /s/ William F. Cusey
 K-2




---



##### 



InternalContract
    
    InitialT#
    
    Company Name
    
    Number
    
    Termination Date
    
    Description
    
    Legal Entity NameT212
    
    GMAC LLC
    
    RES-07521
    
    8/21/2008
    
    Credit Agreement between RFC
LLC and GMAC LLC dated
February 21, 2008
    
    Residential Capital, LLC, Residential Funding
Company, LLCT303
    
    Residential Capital, LLC
    
    BUI-06824
    
    
    
    Treasury form letter
    
    Residential Capital, LLCT912
    
    WestLB, AG, New York
Branch
    
    WES-03410
    
    4/11/2008
    
    Seventh Amended and Restated
Receivables Funding Agreement
dated June 22, 2005
    
    RFC Construction Funding LLC, Residential
Funding Company, LLCT913
    
    WestLB, AG, New York
Branch
    
    WES-06779
    
    4/11/2008
    
    Payout Agreement from RFC
Construction to payout Alpine
dated February 12, 2004
    
    X- Residential Funding Corporation, RFC
Construction Funding LLCT914
    
    Deutsche Bank AG
    
    DEU-06544
    
    6/30/2008
    
    Loan and Security Agreement
between Resort Funding, DB &
various lenders & agents dated
January 26, 2006
    
    X- Residential Funding Corporation, RFC
Resort Funding LLC, Residential Funding
Company, LLCT928
    
    Westpac Banking
Corporation
    
    WES-04893
    
    7/2/2008
    
    GMAC-RFC Westpac Warehouse
Trust Warehouse Subscription
Agmt; GMAC-RFC Mgmt, Perpetual
Trustee, GMAC-RFC Australia,
Westpac Banking; dated
September 6, 2006
    
    GMAC-RFC Australia Pty Ltd, GMAC-RFC
Management Pty LimitedT410
    
    UnibancoUniao de
Bancos Brasileiros S.A.
    
    UNI-06200
    
    8/15/2009
    
    Uncommitted Facility Agreement
(English template) Unibanco
and GMAC-RFC Brazil, dated
July 17, 2006
    
    Residential Capital, LLC, GMAC-RFC Brazil Ltd.T916
    
    Canadian Imperial Bank
of Commerce
    
    CAN-06859
    
    8/30/2008
    
    Mortgage Purchase Agreement
between Canadian Imperial Bank
of Commerce & GMAC Residential
Funding of Canada dated March
16, 2006
    
    X- Residential Funding Corporation, GMAC
Residential Funding of Canada, LimitedT620
    
    The Royal Bank of
Scotland PLC
    
    THE-06201
    
    5/31/2008
    
    Commitment Increase Notice to
the Class C Variable Funding
Note Loan Agreement from
PREEMAC to RBS, dated June 18,
2007
    
    GMAC RFC Investements B.V., Preemac II, NL
B.V.T712
    
    RM Cheshire Limited
    
    DEU-06214
    
    12/15/2008
    
    Master Repurchase Agreement
Extension: RM Cheshire Limited
and GMAC, dated November 27,
2006
    
    Residential Funding Company, LLC, GMAC RFC
Investements B.V.T720
    
    RBST308
    
    Scotia Inveriat Casa De
Bolsa, S.A. de C.V.
    
    MEX-06825
    
    
    
    Dual revolving certificates
(spanish); GMAC Hipotecaria
dated December 15, 2005
    
    GMAC Hipotecaria, S.A.T309
    
    Mexico Mtn Line
    
    MEX-06826
    
    12/15/2009
    
    Dual Revolving Certificate
Program $5B (spanish); GMAC
Financiera dated December 15,
2005
    
    GMAC Financiera, S.A.T407
    
    Scotiabank Inverlat S.A.
    
    MEX-06833
    
    
    
    Uncommitted Facility
Agreement; Scotiabank
Inverlat, GMAC Mexicana, dated
May 3, 2001
    
    X- Residential Capital Corporation, GMAC
Financiera, S.A., GMAC Hipotecaria, S.A.T413
    
    Banco Inbursa
    
    BAN-06192
    
    5/12/2008
    
    Current Account Credit
Agreement (English) among
Banco Inbursa & GMAC
Financiera & GMAC Hipotecaria
dated March 12, 2007
    
    GMAC Residential Holding Company, LLC,
Homecomings Financial, LLC, GMAC Financiera,
S.A., GMAC Hipotecaria, S.A., Residential
Funding Company, LLC, GMAC Mortgage, LLC,
Residential Capital, LLC, GMAC  RFC Holding
Company, LLC




---



##### 



InternalContract
    
    InitialT#
    
    Company Name
    
    Number
    
    Termination Date
    
    Description
    
    Legal Entity NameT414
    
    Banco Del Bajio
    
    BAN-06191
    
    2/14/2013
    
    Current Account Credit
Agreement among Banco Del
Bajio & GMAC Hipotecaria &
GMAC Financiera (English)
dated February 15, 2007
    
    GMAC Residential Holding Company, LLC,
Homecomings Financial, LLC, Residential
Funding Company, LLC, GMAC Mortgage, LLC,
Residential Capital, LLC, GMAC Financiera,
S.A., GMAC Hipotecaria, S.A.T416
    
    Banco Mercantil Del
Norte, S. A.,y
    
    BAN-06189
    
    12/18/2009
    
    Bank Credit Line (English);
Banco Mercantil Del Norte &
GMAC Financiera dated December
19, 2006
    
    Residential Capital, LLC, GMAC Financiera,
S.A., GMAC Hipotecaria, S.A.T711
    
    International Finance
Company
    
    INT-06675
    
    5/27/2010
    
    Trust Agreement Amendment
(Spanish) dated March 30, 2007
    
    Residential Funding Company, LLC, GMAC
Financiera, S.A.T610
    
    Deutsche Trustee
Company Limited
    
    DEU-06230
    
    11/7/2008
    
    Note Issuance Facility Deed -
Deed of Amendment & Amended
and Restated Agreement:
    
    GMAC-RFC Limited, CONDUIT (NO. 2) LIMITEDGMAC-RFC, Silo No2, Conduit
No2, Deutsche and others,
dated October 4, 2005T618
    
    Deutsche Bank Ag London
    
    DEU-06193
    
    12/11/2008
    
    Note Issuance Facility Deed
among GRID (no5) Ltd, RM AYR
Ltd, DB & GMAC-RFC Prop Fin
Ltd dated Dec. 12, 2006
    
    GMAC-RFC Property Finance LimitedT619
    
    JPMorgan Chase Bank,
National Association
    
    JPM-06196
    
    5/9/2008
    
    Note Issuance Facility Deed
among Canal No. 6, Chariot
Funding, Jupiter
Securitization, JPM, Deutsche
Trustee & GMAC-RFC Ltd dated
Feb. 9, 2007
    
    GMAC-RFC Limited, CANAL (NO. 6) LimitedT919
    
    Morgan Stanley & Co.
International Limited
    
    RES-06862
    
    9/28/2029
    
    Deferred Consideration Sale
Agreement: Morgan Stanley &
GMAC-RFC LTD, dated September
28, 2005
    
    GMAC-RFC LimitedT005
    
    Fannie Mae
    
    FNM-06863
    
    
    
    As Soon As Pooled Sale
Agreement (FNMA-Gestation
Repo)with Fannie Mae dated
July 28, 2003
    
    X- GMAC Mortgage CorporationT006
    
    JPMorgan Chase Bank,
National Association
    
    JPM-06864
    
    
    
    Mortgage Loan Participation
Sale Agreement; JP Morgan
Chase, dated December 17, 2004
    
    GMAC Mortgage, LLC, GMAC BankT803
    
    Donaldson, Lufkin &
Jenrette Securities
Corp.
    
    CRE-06557
    
    
    
    Master Repurchase Agreement
between Donaldsom, Lufkin &
Jenrette Securities &
Residential Funding Securities
dated May 25, 2000
    
    Residential Funding Securities, LLCT805
    
    Merrill Lynch
Government Securities
Inc.
    
    MER-06615
    
    
    
    Master Repurchase Agreement
between Merrill Lynch
Government Securities &
Residential Funding Securities
dated October 16, 2000
    
    Residential Funding Securities, LLCT813
    
    Daiwa Securities
America Inc.
    
    DAI-03573
    
    
    
    Master Repurchase Agreement
between Daiwa Securities &
Residential Funding Securities
dated August 9, 2006
    
    Residential Funding Securities, LLCT814
    
    FIMAT USA, LLC
    
    FIM-03574
    
    
    
    Master Repurchase Agreement
between Fimat & Residential
Funding Securities dated
October 23, 2006
    
    Residential Funding Securities, LLCT906
    
    Natixis Real Estate
Capital Inc.
    
    IXI-06809
    
    11/28/2008
    
    Amended and Restated Loan and
Security Agreement, IXIS dated
September 30, 2005
    
    X- GMAC Mortgage Corporation




---



##### 



InternalContract
    
    InitialT#
    
    Company Name
    
    Number
    
    Termination Date
    
    Description
    
    Legal Entity NameT932
    
    Citibank, NA
    
    CIT-06399
    
    6/10/2008
    
    Loan and Security Agreement,
GMACM and Citibank dated
September 10, 2007
    
    GMAC Mortgage, LLC, Residential Capital, LLCT816
    
    BNP Paribas Securities
Corp.
    
    BNP-06176
    
    
    
    Master Repurchase Agreement
with BNP Paribas dated August
15, 2007
    
    Residential Funding Securities, LLCT819
    
    Credit Suisse
Securities (Europe)
Limited
    
    CRE-04745
    
    
    
    Master Repurchase Agreement
between Credit Suisse
Securities (Europe) Ltd & RFC,
LLC dated January 11, 2007
    
    Residential Funding Company, LLCT922
    
    Credit Suisse
Securities (USA) LLC
    
    CSF-06561
    
    
    
    Master Repurchase Agreement
between Credit Suisse
Securities & RFC dated May 16,
2006
    
    Residential Funding Company, LLCT929
    
    Lehman Brothers Inc.
    
    LEH-06634
    
    
    
    Master Repurchase Agreement
between Lehman & RFC dated
March 14, 2006
    
    X- Residential Funding CorporationT008
    
    Fannie Mae
    
    FAN-06641
    
    
    
    Master Repurchase Agreement #
MP03986.1  Amendment #43
dated October 23, 2007
    
    GMAC Mortgage, LLC, Residential Capital, LLC,
GMAC LLCT009
    
    Fannie Mae
    
    FAN-06642
    
    
    
    Master Repurchase Agreement
Amendment 26 between Fannie
Mae and GMAC Mortgage, dated
October 23, 2007
    
    GMAC Mortgage, LLC, Residential Capital, LLC,
GMAC LLCT905
    
    Bear, Stearns & Co Inc
    
    GMA-06810
    
    2/25/2031
    
    Indenture between GMACM Home
Equity Notes 2004 Variable
Funding Trust & WF Bank dated
February 24, 2004
    
    X- GMAC Mortgage Corporation, GMACR Mortgage
Products, Inc., GMACM Home Equity Notes 2004
Variable Funding TrustT909
    
    Barclays Bank PLC
    
    BAR-07730
    
    12/26/2008
    
    Second Amended and Restated
Indenture between GMAC
Servicer, BoNY, GMACM and RFC,
LLC dated March 6, 2008
    
    Residential Funding Company, LLC, GMAC
Mortgage Group, LLC, GMACR Mortgage Products,
Inc.T411
    
    JPMorgan Chase Bank,
National Association
    
    JPM-05093
    
    7/31/2008
    
    Offer of Discretionary Line of
Credit from JPM to GMACM dated
March 6, 2007
    
    X- GMAC Mortgage CorporationT412
    
    US Bank National
Association
    
    USB-05237
    
    
    
    Letter for $1M Credit
Facility; US Bank, dated
October 26, 2006
    
    X- GMAC Mortgage CorporationT214
    
    GMAC LLC
    
    GMA-08354
    
    10/17/2008
    
    Loan and Security Agreement
between GMAC, RFC and GMACM
dated April 18, 2008
    
    Residential Funding Company, LLC, GMAC
Mortgage, LLC, Residential Capital, LLC, GMAC
LLCT906
    
    Natixis Real Estate
Capital Inc.
    
    IXI-06809
    
    11/28/2008
    
    Amended and Restated Loan and
Security Agreement, IXIS dated
September 30, 2005
    
    X- GMAC Mortgage CorporationT932
    
    Citibank, NA
    
    CIT-06399
    
    6/10/2008
    
    Loan and Security Agreement,
GMACM and Citibank dated
September 10, 2007
    
    GMAC Mortgage, LLC, Residential Capital, LLCT934T215
    
    GMAC LLCT903
    
    Credit Suisse First
Boston Mortgage Capital
LLC
    
    CRE-06778
    
    5/28/2008
    
    Master Repurchase Agreement:
Credit Suisse First Boston
(CSFB) dated December 20, 2004
    
    X- Homecomings Financial Network, Inc., X-
Residential Funding Corporation, X- GMAC
Mortgage CorporationT921
    
    The Royal Bank of
Scotland PLC
    
    GRE-03367
    
    6/19/2008
    
    Master Repurchase Agreement
between Greenwich Capital
Financial & RFC dated
September 20, 2006
    
    Residential Funding Company, LLC, X-
Homecomings Financial Network, Inc.,
Residential Capital, LLCT924
    
    Lehman Commercial Paper
Inc
    
    LEH-04528
    
    5/30/2008
    
    Master Repurchase Agmt: Lehman
Commercial Paper & RFC, dated
November 30, 2006
    
    Residential Funding Company, LLCT930
    
    Bear Stearns Mortgage
Capital Corporation
    
    BEA-05001
    
    6/19/2008
    
    Master Repurchase Agreement
with Bear Stearns Mort Cap Co.
dated March 12, 2007
    
    Residential Capital, LLC, Residential Funding
Company, LLC




---



##### 



InternalContract
    
    InitialT#
    
    Company Name
    
    Number
    
    Termination Date
    
    Description
    
    Legal Entity NameT002
    
    Bear Stearns
International Limited
    
    BAN-07104
    
    10/31/2007
    
    Servicing Agreement among
GMACM, Walnut Grove, and Bank
One as Trustee dated January
31, 2003
    
    X- GMAC Mortgage CorporationT003
    
    Bank of America, NA
    
    HOR-06813
    
    11/30/2007
    
    Mortgage Loan Purchase and
Sale Agreement Amendment #1;
BofA, Bank One, Horsham, GMACM
dated June 20, 2002
    
    X- GMAC Mortgage CorporationT716
    
    Bank of America, NA
    
    BAN-06178
    
    08/15/08
    
    Master Repurchase Agreement
with BoA dated August 17, 2007
    
    GMAC Bank, GMAC Mortgage, LLCT717
    
    JPMorgan Chase Bank,
National Association
    
    JPM-06733
    
    8/11/2008
    
    MRA between JPMorgan & GMACM
dated December 7, 2007
    
    GMAC Bank, GMAC Mortgage, LLCT719
    
    Bank of America, NA and
various other financial
institutions
    
    
    
    
    
    MRA dated on or about 6/24/2008Greenwich Capital
Financial Products, Inc
    
    
    
    
    
    
    
    Residential Capital, LLC




---



##### 



POST-CLOSING REQUIREMENTS
 (All of the documents described below are required to be executed and delivered within the time
specified below and are required to be in form and substance satisfactory to the Lender Agent.)
       clause F.




---



##### 








---



##### 



NOTICES
 The Borrowers
 john.peterson@gmacrescap.com
  john.peterson@gmacrescap.com
  Hu.Benton@gmacrescap.com
 The Lender
 david.walker@gmacfs.com




---



##### 



William.b.solomon@gm.com
 Guarantors
 Hu.Benton@gmacrescap.com
 john.peterson@gmacrescap.com
 john.peterson@gmacrescap.com
 william.casey@gmacrescap.com




---



##### 



ELIGIBILITY REQUIREMENTS
 Exhibit A Schedule
1.01 Exhibit A
 provided
    provided however
  provided however




---



##### 








---



##### 








---



##### 








---



##### 



INITIAL PERMITTED FUNDING INDEBTEDNESS
 1.
    
    Description of Notes
 (a)
    
    Floating Rate Notes due June 9, 2008; Floating Rate Notes due November 21,
2008; 8.125% Notes due November 21, 2008; Floating Rate Notes due April 17, 2009;
Floating Rate Subordinated Notes due April 17, 2009; Floating Rate Notes due May 22,
2009; 8.375% Notes due June 30, 2010; Floating Rate Notes due September 27, 2010;
8.000% Notes due February 22, 2011; 7.125% Notes due May 17, 2012; 8.500% Notes due
June 1, 2012; 8.500% Notes due April 17, 2013; 8.375% Notes due May 17, 2013; 9.875%
Notes due July 1, 2014; and 8.875% Notes due June 30, 2015.
 2.
    
    Term Loan Agreement
 (a)
    
    Term Loan Facility dated as of July 28, 2005 among ResCap, the lenders
thereunder, Citibank, N.A., as syndication agent, the documentation agents thereunder,
and JPMorgan Chase Bank, N.A., as administrative agent, from the lenders thereunder.
 3.
    
    Other
 (a)
    
    Any indebtedness referenced in Residential Capital, LLCs Current Report on
Form 8-K filed with the Securities and Exchange Commission on June 3, 2008.




---



##### 



FORM OF REVOLVING NOTE
   RFC GMAC
Mortgage Borrower Borrowers Lender
 per annum provided however
 provided
 Loan Agreement




---



##### 



provided however
    This Revolving Note 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 Obligation law) whose laws the Borrowers expressly elect to apply to
this Revolving Note. 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 Revolving Note. The Borrowers irrevocably waive, 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. The Borrowers hereby consent 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 the Loan Agreement or to any




---



##### 



other address of which it shall have given written or electronic notice to the Lender. The
foregoing shall not limit the ability of Lender to bring suit in the courts of any jurisdiction.
 The Borrowers hereby irrevocably waive any and all right to a trial by jury with respect to
any legal proceeding arising out of or relating to this Revolving Note.
  Residential Funding Company, LLCBy:Name:Title: GMAC Mortgage, LLCBy:Name:Title:




---



##### 



FORM OF TERM NOTE
   RFC GMAC
Mortgage Borrower Borrowers Lender
 per annum provided however
 provided
 Loan Agreement




---



##### 



provided however
    This Term Note 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 Obligation law) whose laws the Borrowers expressly elect to apply to this Term
Note. 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 Term Note. The Borrowers irrevocably waive, 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. The Borrowers hereby consent 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 the Loan Agreement or to any other address of which it shall have given written or electronic
notice to the Lender. The foregoing shall not limit the ability of Lender to bring suit in the
courts of any jurisdiction.
 The Borrowers hereby irrevocably waive any and all right to a trial by jury with respect to
any legal proceeding arising out of or relating to this Term Note.
  Residential Funding Company, LLCBy:Name:Title: GMAC Mortgage, LLCBy:Name:Title:




---



##### 



FORM OF BORROWER FUNDING REQUEST
 
  Section
2.03(a) Section 2.03(b)] Loan
Agreement RFC GMAC Mortgage Borrowers Initial Lender Guarantor Lender Lenders Lender Agent Schedule 1.01
   
 Section 2.03




---



##### 



Beneficiary:
    
    Residential Capital Cash ConcentrationBeneficiary Bank:
    
    Bank of AmericaBeneficiary Bank Address:
    
    San Francisco, CAABA:
    
    026-009-593Account #:
    
    1235469131
  Beneficiary:
    
    Residential Capital Cash ConcentrationBeneficiary Bank:
    
    Bank of AmericaBeneficiary Bank Address:
    
    San Francisco, CAABA:
    
    026-009-593Account #:
    
    1235469131
   
 Residential Funding Company, LLCBy:Name:Title: GMAC Mortgage, LLCBy:Name:Title:   By:Name:Title:




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##### 



FORM OF INTERIM BORROWING BASE REPORT
 
  Section 2.03(b) Loan Agreement RFC GMAC Mortgage Borrowers Initial Lender Guarantor Lender Lenders Lender Agent Schedule 1.01
 
 
 Residential Funding Company, LLCBy:Name:Title: GMAC Mortgage, LLCBy:Name:Title: 
 *
    
    Form to be amended from time to time by agreement of the parties.




---



##### 



FORM OF COLLATERAL VALUE REPORT




---



##### 



GMAC ResCap
Secured Revolver
Collateral Value Report
Reporting Period Ending:
Report Date:
 X-
    
    
    
    Asset
    
    
    
    
    
    AdvanceRef
    
    Primary Collateral Buckets
    
    Count
    
    UPB
    
    Carry Value
    
    Rate
    
    
    Collateral ValueAssets at MTM, Lower of Cost or Market
1 Conforming Loans  HFS
    
    
    
    
    
    
    
    
    90
    %
    
    
    01
    
    Jumbo Loans - HFS
    
    
    
    
    
    
    
    
    80
    %
    
    
    01
    
    Wet Loans - HFS
    
    
    
    
    
    
    
    
    85
    %
    
    
    01
    
    Second Lien or HELOC Loans HFS
    
    
    
    
    
    
    
    
    50
    %
    
    
    01
    
    HLTV Loans HFS
    
    
    
    
    
    
    
    
    50
    %
    
    
    01
    
    Scratch and Dent Loans HFS
    
    
    
    
    
    
    
    
    50
    %
    
    
    03
    
    Residual Interest
    
    
    
    
    
    
    
    
    50
    %
    
    
    03
    
    Financial Asset-Backed Securities
    
    
    
    
    
    
    
    
    50
    %
    
    
    0Subtotal:
    
    0
    
    0
    
    0
    
    
    
    
    
    
    0Assets at Amortized Cost net of Allowance for Losses1
    
    Conforming Loans - HFI
    
    
    
    
    
    
    
    
    90
    %
    
    
    01
    
    Jumbo Loans - HFI
    
    
    
    
    
    
    
    
    80
    %
    
    
    01
    
    Wet Loans - HFI
    
    
    
    
    
    
    
    
    85
    %
    
    
    02
    
    Servicing P&I Advances
    
    
    
    
    
    
    
    
    80
    %
    
    
    02
    
    Servicing T&I and Corporate Advances
    
    
    
    
    
    
    
    
    70
    %
    
    
    02
    
    Other Receivables
    
    
    
    
    
    
    
    
    50
    %
    
    
    04
    
    IBG Assets*
    
    
    
    
    
    
    
    
    50
    %
    
    
    05
    
    BCG Assets
    
    
    
    
    
    
    
    
    50
    %
    
    
    01
    
    Second Lien Loans or HELOCs LoansHFI
    
    
    
    
    
    
    
    
    50
    %
    
    
    01
    
    Scratch and Dent Loans HFI
    
    
    
    
    
    
    
    
    50
    %
    
    
    01
    
    Kick-Out Loans
    
    
    
    
    
    
    
    
    50
    %
    
    
    01
    
    HLTV Loans HFI
    
    
    
    
    
    
    
    
    50
    %
    
    
    01
    
    REO Property
    
    
    
    
    
    
    
    
    50
    %
    
    
    0Subtotal:
    
    0
    
    0
    
    0
    
    
    
    
    
    
    0Total:
    
    0
    
    0
    
    0
    
    
    
    
    
    
    0RFG1
    
    Mortgage Loans - HFS/HFI/REO
    
    0
    
    0
    
    0
    
    
    
    
    
    
    02
    
    Accounts Receivable
    
    n/a
    
    n/a
    
    0
    
    
    
    
    
    
    03
    
    Trading Securities
    
    0
    
    n/a
    
    0
    
    
    
    
    
    
    0RFG Subtotal:
    
    0
    
    0
    
    0
    
    
    
    
    
    
    04
    
    IBG*                (actual)
    
    n/a
    
    n/a
    
    0
    
    
    
    
    
    
    0IBG                 (estimate)5
    
    BCG
    
    n/a
    
    n/a
    
    0
    
    
    
    
    
    
    0IBG & BCG Subtotal:
    
    
    
    
    
    0
    
    
    
    
    
    
    0Total:
    
    0
    
    0
    
    0
    
    
    
    
    
    
    0
 
 *
    
    one of the IBG lines is intentionally left blank Other Required Reporting. Changes sincePrevious Collateral Value Report
    
    $1 Cash received from Collateral Dispositions
    
    
    02 $ reinvested in Reinvestment Collateral
    
    
    0[3 Beginning 9/15/08, Cash received from Collections]
    
    
    0




---



##### 



COLLATERAL VALUE CERTIFICATE
 
    Section 2.04(a) Section 2.04(b) Loan
Agreement RFC GMAC Mortgage Borrowers Initial Lender Guarantor Lender Lenders Lender Agent
 
  
 Residential Funding Company, LLCBy:Name:Title: GMAC Mortgage, LLCBy:Name:Title:




---



##### 



FORM OF REPAYMENT NOTICE
  
  Loan
Agreement RFC GMAC Mortgage Borrowers Initial Lender Guarantor Lender Lenders Lender Agent
   
 




---



##### 



  
 Residential Funding Company, LLCBy:Name:Title: GMAC Mortgage, LLCBy:Name:Title:




---



##### 



FORM OF PREPAYMENT NOTICE
  
  Loan
Agreement RFC GMAC Mortgage Borrowers Initial Lender Guarantor Lender Lenders Lender Agent
   
 




---



##### 



  
 Residential Funding Company, LLCBy:Name:Title: GMAC Mortgage, LLCBy:Name:Title:




---



##### 



FORM OF COMPLIANCE CERTIFICATE
 
 Loan Agreement RFC GMAC
Mortgage Borrowers Initial
Lender Guarantor Lender Lenders Lender Agent
 Reporting Date




---



##### 



Residential Capital, LLCBy:Name:Title:




---



##### 



FORM OF JOINDER
  
   Loan Agreement RFC GMAC
Mortgage Borrowers Initial
Lender Guarantor Lender Lenders Lender Agent Security Agreement
 New Guarantor




---



##### 



Very truly yours,
[NAME OF GUARANTOR]By:Name:Title:Residential Funding Company, LLCBy:Name:Title:GMAC Mortgage, LLCBy:Name:Title:




---



##### 



GMAC LLC,
as Lender Agent,By:Name:Title:




---



##### 



FORM OF ASSIGNMENT AND ACCEPTANCE
 Assignment Agreement   Assignor  Assignee
 Loan
Agreement RFC GMAC Mortgage Borrowers Initial Lender Guarantor Lender Lenders Lender Agent
 Annex I
 Annex I Assignees Share
  Assignment Section 5
 Assumption




---



##### 



Assignments; Participation
 Payment of Interest to Assignee
  Section 4(a)
 Section 4(a)
 Payments on Effective Date
 Effectiveness Assignment Effective Date Section 5




---



##### 



Issuance of New Promissory Notes on the Assignment Effective Date Section 9.02 Item 7 Annex I
 Representations and Warranties
       Expenses
 Miscellaneous




---



##### 



GOVERNING LAW . THIS ASSIGNMENT AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
 WAIVER OF JURY TRIAL . THE PARTIES TO THIS ASSIGNMENT AGREEMENT KNOWINGLY,
VOLUNTARILY AND EXPRESSLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ENFORCING OR DEFENDING ANY RIGHTS ARISING OUT OF OR RELATING TO THIS ASSIGNMENT
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE PARTIES HERETO ACKNOWLEDGE THAT THE
PROVISIONS OF THIS SECTION10(d) HAVE BEEN BARGAINED FOR AND THAT EACH SUCH PARTY HAS BEEN
REPRESENTED BY COUNSEL IN CONNECTION HEREWITH.
 Submission to Jurisdiction




---



##### 



Section 10(e)(i)
 Amendments
 Facsimile and Counterparts
 Assignment
 Payments Item 8 Annex I Item 8 Annex I
 Binding Effect Section 3
 Survival
 Severability
 Headings
 Successors




---



##### 



Cumulative Rights, No Waiver
 No Payments Section 2.07(b) Section 2.08 Section 2.09
 Limited Recourse Section 10(q)
 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




---



##### 



as AssignorBy:Name:Title:as AssigneeBy:Name:Title:
 
 GMAC LLCas Lender AgentBy:Name:Title:By:Name:Title:
 [Assignment
and Assumption Agreement Signature Page]




---



##### 



ANNEX I
toAssignment and Assumption Agreement
 1.
    
    Borrowers: Residential Funding Company, LLCGMAC Mortgage, LLC2.
    
    Date of Loan Agreement: June 4, 20083.
    
    Assignor:4.
    
    Assignee:5.
    
    Date of Assignment and Assumption Agreement:6.(a)
    
    Aggregate Amount for all Lenders: U.S.$(b)
    
    Assignees Assigned Percentage of Aggregate: U.S.$(c)
    
    Assignees Share: U.S.$(d)
    
    Assignors RetainedPercentage of Aggregate: U.S.$(e)
    
    Assignors Share: U.S.$7.
    
    Notice Instructions for Assignee:Attention:Address:Telephone:Fax:Additional Contacts:8.
    
    Payment Instructions:(a)
    
    Assignor:Administrative Contact:Address:Telephone:Fax:Payment Information:Bank Name:Account Name:




---



##### 



Account Number:Reference:(b)
    
    Assignee:Administrative Contact:Address:Telephone:Fax:Payment Information:Bank Name:Account Name:Account Number:Reference:Accepted and Agreed:
 as Assignee
    
    as Assignor
 By:
    
    By:Name:
    
    Name:Title:
    
    Title: