Exhibit 10.11
 EXECUTION VERSION




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##### 



Agreement Amendment Effective Date RFC GMAC Mortgage Grantor Lender Agent First Priority Collateral Agent
 Security Agreement
      
  
 Amendments to Definitions
    First Amendment
 1




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##### 



Hedge Obligations
 Net Hedge Settlement Amount Section 6(e)
 Amendment to Section 12
  Amendment to Schedule VI
 First Amendment
 2




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##### 



InterestInterests Owned by
    
    
    
    % of Interests ofPledged Interests Issuer
    
    Type of Interests
    
    Pledgor
    
    Pledgor
    
    Pledgor PledgedMarbella Lakes Associates, LLC
    
    Limited Liability Company
    
    66.67%
    
    Equity Investment
    
    100%(f/k/a DOA
Properties VIII
(Marbella Lakes), LLC)
    
    
    
    
    
    IV, LLC
 Amendment to Schedules and Attachments Appendix A
 
 Amendment Effective Date :
 Agreement
 Second Amendment
 Hedge Security Agreement Hedge Security Agreement
 Other
 
 Notice
 Confirmation of the Security Agreement
 First Amendment
 3




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##### 



First Priority Obligations
 Consent to Amendments to Facility Documents Section 2.1(a)
 Amendment to Joinder Agreement
  Representations and Warranties
   First Amendment
 4




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##### 



GOVERNING LAW
 Execution in Counterparts
 WAIVER OF JURY TRIAL
 Entire Agreement
 Captions
 Severability
 SUBMISSION TO JURISDICTION
 First Amendment
 5




---



##### 



First Amendment
 6




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##### 



RESIDENTIAL FUNDING COMPANY, LLC,
as GrantorBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant TreasurerGMAC MORTGAGE, LLC,
as GrantorBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant Treasurer First Amendment




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##### 



GMAC LLC,
as Lender Agent and LenderBy:
    /s/ David C. WalkerName:
    David C. WalkerTitle:
    Group Vice President & Treasurer First Amendment




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##### 



WELLS FARGO BANK, N.A.,
as First Priority Collateral AgentBy:
    /s/ Alfia MonastraName:
    Alfia MonastraTitle:
    Vice President First Amendment




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##### 



Acknowledged and Agreed:
RESIDENTIAL CAPITAL, LLC,
as GrantorBy:
    /s/ Elizabeth T. KellyName:
    Elizabeth T. KellyTitle:
    Assistant TreasurerGMAC RESIDENTIAL HOLDING COMPANY, LLC, as GrantorBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant TreasurerGMAC-RFC HOLDING COMPANY, LLC,
as GrantorBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant TreasurerHOMECOMINGS FINANCIAL, LLC,
as GrantorBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant Treasurer First Amendment




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##### 



Acknowledged and Agreed:
RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC, as GrantorBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant TreasurerRESIDENTIAL FUNDING REAL ESTATE 
HOLDINGS, LLC, as
GrantorBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant TreasurerHOMECOMINGS FINANCIAL REAL ESTATE 

HOLDINGS, LLC, as
GrantorBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant TreasurerEQUITY INVESTMENT I, LLC,
as GrantorBy:
    /s/ Donald L. McConnellName:
    Donald L. McConnellTitle:
    Asst. SecretaryDEVELOPERS OF HIDDEN SPRINGS, LLC,
as GrantorBy:
    /s/ Donald L. McConnellName:
    Donald L. McConnellTitle:
    Asst. Secretary First Amendment




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##### 



DOA HOLDING PROPERTIES, LLC,
as GrantorBy:
    /s/ Donald L. McConnellName:
    Donald L. McConnellTitle:
    Asst. SecretaryRFC ASSET HOLDINGS II, LLC,
as GrantorBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant TreasurerPASSIVE ASSET TRANSACTIONS, LLC,
as GrantorBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant TreasurerGMAC MODEL HOME FINANCE I, LLC,
as GrantorBy:
    /s/ Donald L. McConnellName:
    Donald L. McConnellTitle:
    Asst. SecretaryEQUITY INVESTMENT IV, LLC,
as GrantorBy:
    /s/ Donald L. McConnellName:
    Donald L. McConnellTitle:
    Asst. SecretaryGMAC HOME SERVICES, LLC,
as GrantorBy:
    /s/ James N. YoungName:
    James N. YoungTitle:
    Chief Financial Officer First Amendment




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##### 



Exhibit A
 Revised Schedules and Attachments
 First Amendment




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##### 



SCHEDULE I
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 GRANTOR INFORMATION
 RESIDENTIAL FUNDING COMPANY, LLC
 
 GMAC MORTGAGE, LLC
 
 RESIDENTIAL CAPITAL, LLC
 
 HOMECOMINGS FINANCIAL, LLC




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##### 



GMAC-RFC HOLDING COMPANY, LLC
 
 GMAC RESIDENTIAL HOLDING COMPANY, LLC
 
 RFC ASSET HOLDINGS II, LLC
 
 
 PASSIVE ASSET TRANSACTIONS, LLC




---



##### 



DEVELOPERS OF HIDDEN SPRINGS, LLC
 
 DOA HOLDING PROPERTIES, LLC
 
 EQUITY INVESTMENT I, LLC
 
 EQUITY INVESTMENT IV, LLC
 
 RESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC




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##### 



RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC
 
 HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC
 
 GMAC MODEL HOME FINANCE I, LLC




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##### 



SCHEDULE II
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 ADDITIONAL PLACES OF BUSINESS




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##### 



SCHEDULE III
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 TRADE NAMES; PRIOR LEGAL NAMES; MERGERS
 
    
    Trade Names; Prior Legal NamesRESIDENTIAL FUNDING COMPANY, LLCPrior Names:
    
    Residential Funding CorporationRFC Acquisition CorporationGMAC MORTGAGE, LLCPrior Names:
    
    GMAC Mortgage CorporationRESIDENTIAL CAPITAL, LLCPrior Names:
    
    Residential Capital CorporationHOMECOMINGS FINANCIAL, LLCPrior Names:
    
    Homecomings Financial Network, Inc.Residential Money Centers, Inc.GMAC-RFC HOLDING COMPANY, LLCPrior Names:
    
    GMAC-RFC Holding Corp. 
GMAC RF, Inc.GMAC RESIDENTIAL HOLDING COMPANY, LLCPrior Names:
    
    GMAC Residential Holding Corp.RFC ASSET HOLDINGS II, LLCPrior Names:
    
    RFC Asset Holdings II, Inc.PASSIVE ASSET TRANSACTIONS, LLCPrior Names:
    
    Passive Asset Transactions, Inc.DEVELOPERS OF HIDDEN SPRINGS, LLCPrior Names:
    
    Developers of Hidden Springs, Inc.




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##### 



DOA HOLDING PROPERTIES, LLCPrior Names:
    
    NoneEQUITY INVESTMENT I, LLCPrior Names:
    
    Core Equity I, LLCEQUITY INVESTMENT IV, LLCPrior Names:
    
    NoneRESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLCPrior Names:
    
    NoneRESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLCPrior Names:
    
    NoneHOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLCPrior Names:
    
    NoneGMAC MODEL HOME FINANCE I, LLCPrior Names:
    
    None
    
    MergersGMAC MORTGAGE, LLCOn October 25, 2006, GMAC Mortgage, LLC merged with GMAC Mortgage Corporation.GMAC-RFC HOLDING COMPANY, LLCOn July 11, 2006, GMAC-RFC Holding Company, LLC merged with GMAC-RFC Holding Corp.DEVELOPERS OF HIDDEN SPRINGS, LLCOn August 10, 2006, Developers of Hidden Springs, LLC merged with Developers of Hidden
Springs, Inc.




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##### 



SCHEDULE IV
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 INTELLECTUAL PROPERTY
 Trademarks
 Serial No.
    
    Mark
    
    Owner
    
    Filing Date
    
    Status
    
    Reg No.
    
    Reg Date78601736
    
    EQUITYWISE
    
    GMAC MORTGAGE LLC
    
    
    
    Allowed76546683
    
    HOME COMMAND
    
    GMAC MORTGAGE LLC
    
    2003/09/24
    
    Allowed75278616
    
    DITECH
    
    GMAC MORTGAGE LLC
    
    1997/04/21
    
    Registered
    
    
    2158800
    
    
    1998/05/1978559960
    
    105 SELECT
    
    GMAC MORTGAGE LLC
    
    2005/02/03
    
    Registered
    
    
    3298930
    
    
    2007/09/2576434684
    
    DITECH.COM  YOUR MORTGAGE
SOLUTION DELIVERED
    
    GMAC MORTGAGE LLC
    
    2002/07/26
    
    Registered
    
    
    2721143
    
    
    2003/06/0376434953
    
    I LOST ANOTHER LOAN TO DITECH
    
    GMAC MORTGAGE LLC
    
    2002/07/26
    
    Registered
    
    
    2721148
    
    
    2003/06/0375401660
    
    GLORIA NILSON
    
    GMAC MORTGAGE LLC
    
    1997/12/08
    
    Registered
    
    
    2245688
    
    
    1999/05/1878106868
    
    DITECH.COM  YOUR 24/7 MORTGAGE
SOLUTION
    
    GMAC MORTGAGE LLC
    
    2002/02/05
    
    Registered
    
    
    2702661
    
    
    2003/04/0176494789
    
    SERVICE YOU DESERVE. PEOPLE YOU
TRUST.
    
    GMAC MORTGAGE LLC
    
    2003/03/06
    
    Registered
    
    
    2808259
    
    
    2004/01/2775604188
    
    DITECH.COM
    
    GMAC MORTGAGE LLC
    
    1998/12/09
    
    Registered
    
    
    2696027
    
    
    2003/03/1176463368
    
    CALDIRECT HOMES LOANS
    
    GMAC MORTGAGE LLC
    
    2002/10/31
    
    Registered
    
    
    2846071
    
    
    2004/05/2576492563
    
    HOMESTRENGTH
    
    GMAC MORTGAGE LLC
    
    2003/02/26
    
    Registered
    
    
    2846225
    
    
    2004/05/2576515655
    
    DITECH.COM  SPEED GUARANTEED
    
    GMAC MORTGAGE LLC
    
    2003/05/20
    
    Registered
    
    
    2861149
    
    
    2004/07/0676579265
    
    BUILDER POWER (& DESIGN)
    
    GMAC MORTGAGE LLC
    
    2004/03/05
    
    Registered
    
    
    2927621
    
    
    2005/02/2276579614
    
    CALDIRECT
    
    GMAC MORTGAGE LLC
    
    2004/03/08
    
    Registered
    
    
    2928628
    
    
    2005/03/0176580149
    
    DITECH RACING
    
    GMAC MORTGAGE LLC
    
    2004/03/10
    
    Registered
    
    
    2928640
    
    
    2005/03/0176603778
    
    DITECH.COM HOME LOANS
    
    GMAC MORTGAGE LLC
    
    2004/07/23
    
    Registered
    
    
    2928647
    
    
    2005/03/0176603959
    
    DITECH.COM HOME LOANS (& DESIGN)
    
    GMAC MORTGAGE LLC
    
    2004/07/26
    
    Registered
    
    
    2928648
    
    
    2005/03/0176579639
    
    MOVE IN AMERICA
    
    GMAC MORTGAGE LLC
    
    2004/03/08
    
    Registered
    
    
    2930402
    
    
    2005/03/0876579638
    
    MOVE IN AMERICA (& DESIGN)
    
    GMAC MORTGAGE LLC
    
    2004/03/08
    
    Registered
    
    
    2941383
    
    
    2005/04/1976527153
    
    TRUSTED ADVISOR, SKILLED
NEGOTIATOR, AND EXPERT
FACILITATOR
    
    GMAC MORTGAGE LLC
    
    2003/07/01
    
    Registered
    
    
    3002328
    
    
    2005/09/2776627771
    
    P PREMIER SERVICE
    
    GMAC MORTGAGE LLC
    
    2005/01/13
    
    Registered
    
    
    3039786
    
    
    2006/01/1078566421
    
    TRUSTED ADVISOR
    
    GMAC MORTGAGE LLC
    
    2005/02/14
    
    Registered
    
    
    3102238
    
    
    2006/06/0678646165
    
    DITECH AT WORK
    
    GMAC MORTGAGE LLC
    
    2005/06/08
    
    Registered
    
    
    3122167
    
    
    2006/07/25




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##### 



Serial No.
    
    Mark
    
    Owner
    
    Filing Date
    
    Status
    
    Reg No.
    
    Reg Date78855597
    
    PACIFIC UNION
    
    GMAC MORTGAGE LLC
    
    2006/04/06
    
    Registered
    
    
    3206054
    
    
    2007/02/0678656722
    
    BUYLINE
    
    GMAC MORTGAGE LLC
    
    2005/06/23
    
    Registered
    
    
    3234981
    
    
    2007/04/2478635792
    
    ONESTOP HOMEOWNERSHIP SERVICES
    
    GMAC MORTGAGE LLC
    
    2005/05/24
    
    Registered
    
    
    3265985
    
    
    2007/07/1778542966
    
    GHS MORTGAGE
    
    GMAC MORTGAGE LLC
    
    2005/01/06
    
    Registered
    
    
    3288664
    
    
    2007/09/0476593441
    
    DITECH.COM FREEDOM LOAN
    
    GMAC MORTGAGE LLC
    
    2004/05/21
    
    Registered
    
    
    3291310
    
    
    2007/09/1176597261
    
    GO FAST
    
    GMAC MORTGAGE LLC
    
    2004/06/14
    
    Registered
    
    
    3325181
    
    
    2007/10/3078566539
    
    EXPERT FACILITATOR
    
    GMAC MORTGAGE LLC
    
    2005/02/14
    
    Registered
    
    
    3353357
    
    
    2007/12/1178917057
    
    DITECH ESIGNATURE
    
    GMAC MORTGAGE LLC
    
    2006/06/26
    
    Registered
    
    
    3396372
    
    
    2008/03/1178883555
    
    REAL LIFE. REAL SOLUTIONS.
    
    GMAC MORTGAGE LLC
    
    2006/05/15
    
    Registered
    
    
    3314584
    
    
    2007/10/1678887861
    
    DITECH GUARANTEE
    
    GMAC MORTGAGE, LLC
    
    2006/05/19
    
    Allowed78679328
    
    DITECH MORTGAGE SOLUTIONS
    
    GMAC MORTGAGE, LLC
    
    2005/07/27
    
    Allowed78742599
    
    HOME REWARDS
    
    GMAC MORTGAGE, LLC
    
    2005/10/28
    
    Published78113601
    
    HOME DREAMS ONLINE
    
    GMAC MORTGAGE, LLC
    
    2002/03/08
    
    Registered
    
    
    2880218
    
    
    2004/08/3178127454
    
    BUILDER POWER
    
    GMAC MORTGAGE, LLC
    
    2002/05/09
    
    Registered
    
    
    2896306
    
    
    2004/10/1976495996
    
    CAL DIRECT HOME LOANS (& DESIGN)
    
    GMAC MORTGAGE, LLC
    
    2003/03/10
    
    Registered
    
    
    2903746
    
    
    2004/11/1676560776
    
    PATHWAYS
    
    GMAC MORTGAGE, LLC
    
    2003/11/20
    
    Registered
    
    
    2910065
    
    
    2004/12/1476561220
    
    THE HOMESTRETCH PLAN
    
    GMAC MORTGAGE, LLC
    
    2003/11/21
    
    Registered
    
    
    2910069
    
    
    2004/12/1476586655
    
    CUOTA UNICA DITECH
    
    GMAC MORTGAGE, LLC
    
    2004/04/14
    
    Registered
    
    
    2947511
    
    
    2005/05/1076586659
    
    SMARTWATCH
    
    GMAC MORTGAGE, LLC
    
    2004/04/14
    
    Registered
    
    
    2982713
    
    
    2005/08/0976492773
    
    HOMEFLEX
    
    GMAC MORTGAGE, LLC
    
    2003/02/26
    
    Registered
    
    
    2992858
    
    
    2005/09/0676576481
    
    DITECH FLAT FEE
    
    GMAC MORTGAGE, LLC
    
    2004/02/20
    
    Registered
    
    
    3007701
    
    
    2005/10/1876598815
    
    SETTLE AMERICA
    
    GMAC MORTGAGE, LLC
    
    2004/06/23
    
    Registered
    
    
    3025621
    
    
    2005/12/1376586657
    
    BORRON Y CUENTA NUEVA
    
    GMAC MORTGAGE, LLC
    
    2004/04/14
    
    Registered
    
    
    3047591
    
    
    2006/01/2478113668
    
    HELPING YOU MANAGE THE
INVESTMENT IN YOUR HOME
    
    GMAC MORTGAGE, LLC
    
    2002/03/08
    
    Registered
    
    
    3068871
    
    
    2006/03/1476610623
    
    FLEXSELECT
    
    GMAC MORTGAGE, LLC
    
    2004/09/09
    
    Registered
    
    
    3071594
    
    
    2006/03/2176560283
    
    POWER PUNCH
    
    GMAC MORTGAGE, LLC
    
    2003/11/17
    
    Registered
    
    
    3077130
    
    
    2006/04/0476575312
    
    DITECH-1
    
    GMAC MORTGAGE, LLC
    
    2004/02/12
    
    Registered
    
    
    3080195
    
    
    2006/04/1178622953
    
    LA ULTIMA PALABRA EN PRESTAMOS
    
    GMAC MORTGAGE, LLC
    
    2005/05/04
    
    Registered
    
    
    3082700
    
    
    2006/04/1878623519
    
    CLOSE FOR A CAUSE
    
    GMAC MORTGAGE, LLC
    
    2005/05/05
    
    Registered
    
    
    3085260
    
    
    2006/04/2576609555
    
    Warehouse Express
    
    GMAC MORTGAGE, LLC
    
    2004/09/01
    
    Registered
    
    
    3325194
    
    
    2007/10/3074279689
    
    HOMECOMINGS
    
    GMAC MORTGAGE, LLC
    
    1992/05/28
    
    Registered
    
    
    1792907
    
    
    1993/09/1476494788
    
    PREMIER SERVICE
    
    GMAC RESIDENTIAL HOLDING
COMPANY, LLC
    
    2003/03/06
    
    Registered
    
    
    2914178
    
    
    2004/12/2878855608
    
    PACIFIC UNION ADVANTAGE
    
    GMAC RESIDENTIAL HOLDING
COMPANY, LLC
    
    2006/04/06
    
    Allowed




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##### 



Serial No.
    
    Mark
    
    Owner
    
    Filing Date
    
    Status
    
    Reg No.
    
    Reg Date78566532
    
    SKILLED NEGOTIATOR
    
    GMAC RESIDENTIAL HOLDING
COMPANY, LLC
    
    2005/02/14
    
    Pending78797825
    
    FLEXPAT
    
    GMAC RESIDENTIAL HOLDING
COMPANY, LLC
    
    2006/01/24
    
    Allowed78923245
    
    SUPPLIER DIRECT (& DESIGN)
    
    GMAC RESIDENTIAL HOLDING
COMPANY, LLC
    
    2006/07/06
    
    Registered
    
    
    3237366
    
    
    2007/05/0178923210
    
    SUPPLIER DIRECT
    
    GMAC RESIDENTIAL HOLDING
COMPANY, LLC
    
    2006/07/06
    
    Registered
    
    
    3237365
    
    
    2007/05/0176576712
    
    P
    
    GMAC RESIDENTIAL HOLDING
COMPANY, LLC
    
    2004/02/23
    
    Registered
    
    
    3361159
    
    
    2008/01/0177127127
    
    KEYCHAIN ALLIANCE
    
    RESIDENTIAL CAPITAL, LLC
    
    
    
    Published78139312
    
    QUICKWISE
    
    RESIDENTIAL FUNDING 
COMPANY,
LLC
    
    2002/06/27
    
    Registered
    
    
    2707254
    
    
    2003/04/1574348910
    
    GOAL LINE
    
    RESIDENTIAL FUNDING COMPANY,
LLC
    
    1993/01/15
    
    Registered
    
    
    1829015
    
    
    1994/03/2974713806
    
    GOAL LOAN
    
    RESIDENTIAL FUNDING COMPANY,
LLC
    
    1995/08/10
    
    Registered
    
    
    1995345
    
    
    1996/08/2078023446
    
    LINE@PRIME
    
    RESIDENTIAL FUNDING COMPANY,
LLC
    
    2000/08/29
    
    Registered
    
    
    2552727
    
    
    2002/03/2674275769
    
    RFC
    
    RESIDENTIAL FUNDING COMPANY,
LLC
    
    1992/05/15
    
    Registered
    
    
    1840863
    
    
    1994/06/2178096942
    
    ALTERNET
    
    RESIDENTIAL FUNDING COMPANY,
LLC
    
    2001/12/06
    
    Pending




---



##### 



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




---



##### 



SCHEDULE V
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 COMMERCIAL TORT CLAIMS




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##### 



SCHEDULE VI
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 INITIAL COLLATERAL
 1.
    
    Mortgage Loans
 (a)
    
    All mortgage loans identified in the ATS (as hereinafter defined) under the column
ATS FF by the Code T215. ATS means the internal database maintained by Residential
Funding Company, LLC for the purposes of tracking the facility to which unsold mortgage
loans are pledged.(b)
    
    Mortgage loans (i) secured by real estate located in Canada and for which the mortgage
notes are in the possession of Computershare Trust Company of Canada and (ii) sold to
Residential Funding Company, LLC on or prior to the Closing Date.(c)
    
    Mortgage loans insured by the Federal Housing Administration (FHA) or the U.S.
Department of Veterans Affairs (VA) and as to which the applicable borrower has defaulted
and a claim exists against either the VA or the FHA.
 2.
    
    Servicing Advances
 (a)
    
    All right, title and interest of either Residential Funding Company, LLC or GMAC
Mortgage, LLC in and to Servicing P&I Advances and Servicing T&I Advances or Servicing Corporate
Advances other than (i) Servicing Contracts with FNMA, Freddie Mac or GNMA or (ii) in the case of
GMAC Mortgage, LLC any rights in any Servicing Contract transferred to GMACR MORTGAGE PRODUCTS,
LLC prior to the Closing Date, and (iii) in the case of Residential Funding Company, LLC, any
interest in any Servicing Contract transferred to RFC-GSAP Servicer Advance, LLC prior to the
Closing Date.
 3.
    
    Securities Accounts  see attached Exhibit A to this Schedule VI.4.
    
    Pledged Interests  see attached Exhibit B to this Schedule VI.5.
    
    Pledged Notes  see attached Exhibit C to this Schedule VI.




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##### 



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




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##### 



EXHIBIT A TO SCHEDULE VI
 SECURITIES ACCOUNTS
 FinancialAccount Owner
    
    Institution
    
    Account Number
    
    Account NameGMAC Mortgage,
LLC
    
    JP Morgan
    
    G08567
    
    GMAC Mortgage, LLC MSR Securities
and HEQ Residual AccountGMAC Mortgage,
LLC
    
    JP Morgan
    
    G54823
    
    GMAC Mortgage, LLC Direct Pair Off
AccountPassive Asset 
Transactions, LLC
    
    JP Morgan
    
    P66230
    
    Passive Asset Transactions, LLCResidential
 Funding 
Company,
LLC
    
    State Street
    
    BGLS
    
    Residential Funding Company,
LLC Capital Markets Pledged RFCResidential
 Funding Company,
LLC
    
    State Street
    
    BGLX
    
    Residential Funding Company, LLC PIA
Pledged RFCResidential
Funding Company,
LLC
    
    State Street
    
    BGLY
    
    Residential Funding Company, LLC
RIF
Pledged RFCResidential
 Funding Company,
LLC
    
    State Street
    
    BGLU
    
    Residential Funding Company, LLC
Capital Markets Pledged RAHI IIResidential
Funding Company,
LLC
    
    State Street
    
    BGLV
    
    Residential Funding Company, LLC
RIF
Pledged RAHI IIResidential
Funding Company,
LLC
    
    State Street
    
    BGLW
    
    Residential Funding Company, LLC
PIA
Pledged RAHI II




---



##### 



EXHIBIT B TO SCHEDULE VI
 PLEDGED INTERESTS
 InterestType of
    
    Interests Owned
    
    
    
    % of Interests ofPledged Interests Issuer
    
    Interest
    
    by Pledgor
    
    Pledgor
    
    Pledgor PledgedHidden Springs
Sewer Company,
LLC
    
    Limited Liability
Company
    
    100%
    
    Developers of
Hidden Springs,
LLC
    
    100%DOA Properties I,
LLC
    
    Limited
Liability
Company
    
    100%
    
    DOA Holding
Properties, LLC
    
    100%DOA Properties II,
LLC
    
    Limited
Liability
Company
    
    100%
    
    DOA Holding
Properties, LLC
    
    100%Residential Mortgage

Real Estate Holdings,
LLC
    
    Limited
Liability
Company
    
    100%
    
    GMAC
Mortgage, LLC
    
    100%GMCMTH, LLC
    
    Limited
Liability
Company
    
    100%
    
    GMAC Model
Home Finance,
LLC
    
    100%KBOne, LLC
    
    Limited
Liability
Company
    
    100%
    
    GMAC Model
Home Finance,
LLC
    
    100%LENOne, LLC
    
    Limited
Liability
Company
    
    100%
    
    GMAC Model
Home Finance,
LLC
    
    100%WPSHOne, LLC
    
    Limited
Liability
Company
    
    100%
    
    GMAC Model
Home Finance,
LLC
    
    100%RFC MHF Funding,
LLC
    
    Limited
Liability
Company
    
    100%
    
    GMAC Model
Home Finance,
LLC
    
    100%Homecomings
Financial 
Real Estate
Holdings, LLC
    
    Limited
Liability
Company
    
    100%
    
    Homecomings
Financial, LLC
    
    100%




---



##### 



InterestType of
    
    Interests Owned
    
    
    
    % of Interests ofPledged Interests Issuer
    
    Interest
    
    by Pledgor
    
    Pledgor
    
    Pledgor PledgedGMAC Residential
Holding Company,
LLC
    
    Limited
Liability
Company
    
    100%
    
    Residential
Capital, LLC
    
    100%Developers of Hidden
Springs, LLC
    
    Limited
Liability
Company
    
    100%
    
    Residential
Funding
Company, LLC
    
    100%DOA Holding
Properties, LLC
    
    Limited
Liability
Company
    
    100%
    
    Residential
Funding
Company, LLC
    
    100%GMAC Model Home
Finance, LLC
    
    Limited
Liability
Company
    
    100%
    
    Residential
Funding
Company, LLC
    
    100%RFC Construction
Funding, LLC
    
    Limited
Liability
Company
    
    100%
    
    Residential
Funding
Company, LLC
    
    100%Marbella Lakes
Associates, LLC
(f/k/a DOA Properties
VIII (Marbella
Lakes), LLC)
    
    Limited
Liability
Company
    
    66.67%
    
    Equity
Investment IV,
LLC
    
    100%




---



##### 



EXHIBIT C TO SCHEDULE VI
 PLEDGED NOTES
 Pledged Note Issuer
    
    Pledged Note
    
    Pledged Note HolderGX CE Funding B.V.
    
    Note (Note Certificate No. 1)
dated 4 June 2008 in the
principal amount of EUR
556,992,836.00 due 3 June 2009
issued under the Variable
Funding Loan Note Agreement
dated 4 June 2008
    
    Residential Capital, LLCViaduct (No. 7) Limited
    
    Note dated 4 June 2008 in the
principal amount of
£658,116,612.47 due 18 June
2008 issued under the Note
Issuance Facility Deed dated on
or about 2 June 2008
    
    Residential Capital, LLC




---



##### 



SCHEDULE VI(a)
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 FINANCING STATEMENTS DISCLOSURE SCHEDULE
 Filing #; Filing Date; Jurisdiction; Debtor; Secured Party
 *
 *
 *
 *
 *
 *
 *
 *
 *
 *
 *




---



##### 



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




---



##### 



EXHIBIT C TO SCHEDULE VI
 PLEDGED NOTES
 Pledged Note Issuer
    
    Pledged Note
    
    Pledged Note HolderGX CE Funding B.V.
    
    Note (Note Certificate No. 1)
dated 4 June 2008 in the
principal amount of EUR
556,992,836.00 due 3 June 2009
issued under the Variable
Funding Loan Note Agreement
dated 4 June 2008
    
    Residential Capital, LLCViaduct (No. 7) Limited
    
    Note dated 4 June 2008 in the
principal amount of
£658,116,612.47 due 18 June
2008 issued under the Note
Issuance Facility Deed dated on
or about 2 June 2008
    
    Residential Capital, LLC




---



##### 



SCHEDULE VI(a)
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 FINANCING STATEMENTS DISCLOSURE SCHEDULE
 Filing #; Filing Date; Jurisdiction; Debtor; Secured Party
 *
 *
 *
 *
 *
 *
 *
 *
 *
 *
 *




---



##### 



* 4
  * 5
 * 6
  
 4
    
    [The (*) can remain if not Primary Collateral (i.e. can remain if similar to #6 above
on this Schedule)]5
    
    [The (*) can remain if it is confirmed that cash flows on Collateral do not flow
through these accounts]6
    
    [The (*) can remain if it is confirmed that accounts are not main investment account
or accounts related to that account]




---



##### 



SCHEDULE VII
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 DIRECT SUBSIDIARIES
 Parent
    
    Subsidiary
    
    Jurisdiction of Incorporation (Subsidiary)GMAC Mortgage, LLC
    
    CAP RE of Vermont, LLC
    
    VermontDitech, LLC
    
    DelawareExecutive Closing Services, LLC
    
    DelawareExecutive Trustee Services, LLC
    
    DelawareGMAC Mortgage USA Corporation
    
    DelawareGMAC Mortgage, LLC of TN
    
    DelawareGMACR Mortgage Products, LLC
    
    DelawareGMV Management Services, LLC
    
    DelawareHorsham Funding, LLC
    
    DelawareLadue Associates, Inc.
    
    PennsylvaniaMINT I VFN Holdings, LLC
    
    DelawareMINT I, LLC
    
    DelawarePassive Asset Transactions, LLC
    
    DelawareResidential Consumer Services, LLC
    
    DelawareResidential Mortgage Real Estate Holdings, LLC
    
    DelawareWalnut Grove Funding, LLC
    
    DelawareResidential Funding
Company, LLC
    
    Asset Lending Company II, LLC
    
    DelawareAsset Management Performance Services, LLC
    
    DelawareDevelopers of Hidden Springs, LLC
    
    DelawareDOA Holding Properties, LLC
    
    DelawareEPRE LLC
    
    DelawareEquity Investment I, LLC
    
    DelawareEquity Investments II, LLC
    
    DelawareEquity Investment III, LLC
    
    DelawareEquity Investment IV, LLC
    
    DelawareGMAC Model Home Finance, LLC
    
    DelawareGMAC Model Home Finance I, LLC
    
    DelawareGMAC-RFC Australia Pty Limited
    
    AustraliaGMAC-RFC Europe Limited
    
    U.K.GMAC-RFC Holdings Limited
    
    U.K.GMAC-RFC Ireland Limited
    
    U.K.Homecomings Financial, LLC
    
    DelawareMFC Asset, LLC
    
    DelawareMINT II Holdings LLC
    
    DelawareMINT II, LLC
    
    Delaware




---



##### 



Parent
    
    Subsidiary
    
    Jurisdiction of Incorporation (Subsidiary)REG-PFH, LLC
    
    DelawareResidential Asset Management Company LLC
    
    DelawareResidential Funding Mortgage Exchange, LLC
    
    DelawareResidential Funding of Canada Finance ULC
    
    CanadaResidential Funding Real Estate Holdings, LLC
    
    DelawareResidential Funding Securities, LLC
    
    DelawareRFC  GSAP Servicer Advance, LLC
    
    DelawareRFC ABS CDO WHSub I Ltd
    
    Cayman IslandsRFC Advance Depositor, LLC
    
    DelawareRFC Asset Holdings II, LLC
    
    DelawareRFC Asset Management, LLC
    
    DelawareRFC Construction Funding, LLC
    
    DelawareRFC Investments Limited
    
    U.K.RFC Resort Funding, LLC
    
    DelawareGMAC-RFC Holding
Company, LLC
    
    Residential Accredit Loans, Inc.
    
    DelawareResidential Asset Mortgage Products, Inc.
    
    DelawareResidential Asset Securities Corporation
    
    DelawareResidential Funding Company, LLC
    
    DelawareResidential Funding Mortgage Securities I, Inc.
    
    DelawareResidential Funding Mortgage Securities II, Inc.
    
    DelawareResidential Capital, LLC
    
    GMAC Residential Holding Company, LLC
    
    DelawareGMAC-RFC Holding Company, LLC
    
    DelawareIB Finance Holding Company, LLC
    
    DelawareHomecomings Financial,
LLC
    
    HFN REO Sub II, LLC
    
    DelawareHomecomings Financial Real Estate Holdings,
LLC
    
    DelawareGMAC Residential
    
    GMAC Home Services, LLC
    
    DelawareHolding Company, LLC
    
    GMAC Mortgage, LLC
    
    DelawareGHS Global Relocation UK Limited
    
    U.K.GMACB Service Company, LLC
    
    DelawareGMACRH Settlement Services, LLC
    
    DelawareDevelopers of Hidden
    
    Hidden Springs Sewer Company, LLC
    
    DelawareSprings, LLCDOA Holding Properties, 
LLC
    
    DOA Properties I, LLC
    
    DelawareDOA Properties II, LLC
    
    DelawareDOA Properties III (Models), LLC
    
    DelawareDOA Properties IIIB (KB Models), LLC
    
    Delaware




---



##### 



Parent
    
    Subsidiary
    
    Jurisdiction of Incorporation (Subsidiary)DOA Properties IV, LLC
    
    DelawareDOA Properties V (Lots-CA), LLC
    
    DelawareDOA Properties VII (Lots-NV), LLC
    
    DelawareDOA Properties IX (Lots-Other), LLC
    
    DelawareEquity Investment IV,
LLC
    
    Marbella Lakes Associates, LLC (f/k/a DOA
Properties VIII (Marbella Lakes), LLC)
    
    DelawareGMAC Model Home
Finance I, LLC
    
    CHM Holdings, LLC
    
    DelawareResidential Funding
Company, LLC (99.99%)
    
    GMAC Financiera, S.A. de C.V.
    
    MexicoGMAC Hipotecaria, S.A. de C.V.
    
    MexicoGMAC-RFC Brasil Ltda
    
    BrazilGMAC-RFC Chile Inversiones Ltda
    
    ChileResidential Funding
Company, LLC
(99.99999968%)
    
    GMAC-RFC Auritec, S.A.
    
    MexicoResidential Funding
Company, LLC (99%)
    
    GMAC RFC International Holdings Cooperatief
U.A.
    
    NetherlandsGMAC-RFC Holding
Company, LLC (0.01%)
    
    GMAC RFC International Holdings Cooperatief
U.A.
    
    NetherlandsHomecomings Financial,
LLC (0.01%)
    
    GMAC-RFC Brasil Ltda
    
    BrazilGMAC-RFC Chile Inversiones Ltda
    
    ChileHomecomings Financial,
LLC (0.00000032%)
    
    GMAC-RFC Auritec, S.A.
    
    Mexico




---



##### 



SCHEDULE VIII
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 EXCLUDED SIGNIFICANT SUBSIDIARIES




---



##### 



SCHEDULE IX
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 BAILMENT COLLATERAL
 1.
    
    Stock Certificate dated June 2, 2008, certifying that Residential Funding Company, LLC owns
twenty-four million two hundred seventy seven thousand five hundred (24,277,500) ordinary
shares of GMAC-RFC Australia Pty Limited, a corporation formed under the laws of Australia
(the Company), standing in its name on the books of the Company, which is represented by
Certificate No. 6, along with an undated Irrevocable Stock Power executed by Residential
Funding Company, LLC authorizing transfer to Wells Fargo Bank, N.A.
 2.
    
    Stock Certificate dated May 8, 1995, certifying that GMAC-RFC Holding Company, LLC (formerly
known as GMAC RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per
share, of Residential Funding Mortgage Securities
II, Inc., a corporation formed under the laws of the State of Delaware (the Company),
standing in its name on the books of the Company, which is represented by Certificate No. 1,
along with an undated Irrevocable Stock Power executed by GMAC-RFC Holding Company, LLC
authorizing transfer to Wells Fargo Bank, N.A.
 3.
    
    Stock Certificate dated December 7, 1994, certifying that GMAC-RFC Holding Company, LLC
(formerly known as GMAC RF, Inc.) owns one thousand (1,000) shares of common stock, par value
$0.01 per share, of Residential Asset Securities Corporation, a corporation formed under the
laws of the State of Delaware (the Company), standing in its name on the books of the
Company, which is represented by Certificate No. 1, along with an undated Irrevocable Stock
Power executed by GMAC-RFC Holding Company, LLC authorizing transfer to Wells Fargo Bank, N.A.
 4.
    
    Stock Certificate dated August 14, 1995, certifying that GMAC-RFC Holding Company, LLC
(formerly known as GMAC RF, Inc.) owns one thousand (1,000) shares of common stock, par value
$0.01 per share, of Residential Accredit Loans, Inc., a corporation formed under the laws of
the State of Delaware (the Company), standing in its name on the books of the Company, which
is represented by Certificate No. 1, along with an undated Irrevocable Stock Power executed by
GMAC-RFC Holding Company, LLC authorizing transfer to Wells Fargo Bank, N.A.
 5.
    
    Stock Certificate dated April 20, 2006, certifying that GMAC Mortgage, LLC (formerly known as
GMAC Mortgage Corporation) owns three thousand (3,000) shares of common stock, par value $0.01
per share, of GMAC Mortgage USA Corporation, a corporation formed under the laws of the State
of Delaware (the Company), standing in its name on the books of the Company, which is
represented by Certificate No. 1, along with an undated Irrevocable Stock Power executed by
GMAC Mortgage, LLC authorizing transfer to Wells Fargo Bank, N.A.




---



##### 



6.
    
    Dutch Note (Note Certificate No. 1) dated 4 June 2008 in the principal amount of EUR
556,992,836.00 due 3 June 2009 issued under the Variable Funding Loan Note Agreement dated 4
June 2008 between GX CE Funding B.V., as issuer, and Residential Capital, LLC, as subscriber.7.
    
    UK Note Certificate dated 4 June 2008 in the principal amount of £658,116,612.47 due 18 June
2008, issued under the Note Issuance Facility Deed dated on or about 2 June 2008 between
Viaduct (No. 7) Limited, as issuer, and Residential Capital, LLC, as noteholder.8.
    
    Stock Certificate dated June 9, 2008, certifying that GMAC Mortgage, LLC (formerly known as
GMAC Mortgage Corporation) owns one hundred (100) shares of common stock, without par value,
of Ladue Associates, Inc., a corporation formed under the laws of the State of Delaware (the
Company), standing in its name on the books of the Company, which is represented by
Certificate No. 1; along with an Irrevocable
Stock Power executed by GMAC Mortgage, LLC authorizing transfer to Wells Fargo Bank, N.A dated
June 9, 2008.9.
    
    Stock Certificate dated June 13, 2008, certifying that GMAC-RFC Holding Company, LLC
(formerly known as GMAC RF, Inc.) owns one thousand (1,000) shares of common stock, par value
$0.01 per share, of Residential Asset Mortgage Products, Inc., a corporation formed under the
laws of the State of Delaware (the Company), standing in its name on the books of the
Company, which is represented by Certificate No. 2; along with an Irrevocable Stock Power
executed by GMAC-RFC Holding Company, LLC authorizing transfer to Wells Fargo Bank, N.A dated
June 13, 2008.10.
    
    Stock Certificate dated June 13, 2008, certifying that GMAC-RFC Holding Company, LLC
(formerly known as GMAC RF, Inc.) owns one thousand (1,000) shares of common stock, par value
$0.01 per share, of Residential Funding Mortgage Securities I, Inc., a corporation formed under
the laws of the State of Delaware (the Company), standing in its name on the books of the
Company, which is represented by Certificate No. 2; along with an Irrevocable Stock Power
executed by GMAC-RFC Holding Company, LLC authorizing transfer to Wells Fargo Bank, N.A dated
June 13, 2008.11.
    
    Stock Certificatei, undated, certifying that RFC LLC is the Registered Proprietor of
122,276,661 ordinary shares, of £1 each, of GMAC-RFC Holdings Limited, a company incorporated in
England and Wales (registered number 03471082) whose registered office is at Eastern Gate, Brants
Bridge, Bracknell, Berkshire RG12 9BZ (GMAC Holdings), which is represented by Certificate No. 1;
along with an undated Stock Transfer Form executed by Residential Funding Company, LLC with
transferee information blank.12.
    
    Stock Certificate, undated, certifying that RFC LLC is the Registered Proprietor of
65 ordinary shares, of £1 each, of GMAC-RFC Europe Limited, a company incorporated in England and
Wales (registered number 03987700) whose registered office is at Eastern Gate, Brants Bridge,




---



##### 



Bracknell, Berkshire RG12 9BZ (GMAC Europe), which is represented by Certificate No. 1; along
with an undated Stock Transfer Form executed by Residential Funding Company, LLC with transferee
information blank.13.
    
    Stock Certificate, undated, certifying that RFC LLC is the Registered Proprietor of
3,250,000 ordinary shares, of £1 each, of RFC Investments Limited, a company incorporated in
England and Wales (registered number 03488658) whose registered office is at Eastern Gate, Brants
Bridge, Bracknell, Berkshire RG12 9BZ (RFC Investments), which is represented by Certificate No.
1; along with an undated Stock
Transfer Form executed by Residential Funding Company, LLC with transferee information blank.14.
    
    Stock Certificate, undated, certifying that Residential Funding Company LLC is the
Registered Proprietor of 325 ordinary shares, of £1 each, of GMAC-RFC Ireland Limited, a company
incorporated in England and Wales (registered number 03709797) whose registered office is at
Eastern Gate, Brants Bridge, Bracknell, Berkshire RG12 9BZ (GMAC Ireland), which is represented
by Certificate No. 1; along with an undated Stock Transfer Form executed by Residential Funding
Company, LLC with transferee information blank.15.
    
    Stock Certificate, undated, certifying that GMAC Residential Holding Company, LLC
f/k/a GMAC Residential Holding Corporation is the Registered Proprietor of 540,221 ordinary shares,
of £1 each, of GHS Global Relocation UK Limited, a company incorporated in England and Wales
(registered number 03931283) whose registered office is at Fountain House, 4th Floor,
130 Fenchurch Street, London EC3M 5DJ (GHS), which is represented by Certificate No. 1; along
with an undated Stock Transfer Form executed by GMAC Residential Holding Corporation, now known as
GMAC Residential Holding Company, LLC, with transferee information blank.




---



##### 



SCHEDULE X

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 DEPOSIT ACCOUNTS OF ADDITIONAL ACCOUNT PARTIES; SECURITIES
ACCOUNTS OF FABS GRANTORS
  FinancialAccount Owner
    
    Institution
    
    Account Number
    
    Account NameResidential Capital,
LLC
    
    Bank of
America
    
    
    12354-69131
    
    
    Residential Capital, LLC Concentration
AccountGMAC Mortgage,
LLC
    
    Wachovia
    
    
    2000042898689
    
    
    GMAC Mortgage, LLC Concentration
Account for the benefit of Wells Fargo,
N.A. as Collateral Control AgentHomecomings
Financial, LLC
    
    Wachovia
    
    
    2000041713516
    
    
    Homecomings Financial, LLC
Concentration Account for the benefit of
Wells Fargo, N.A. as Collateral Control
AgentResidential Capital,
LLC
    
    Wachovia
    
    
    2000042898663
    
    
    Residential Capital, LLC Concentration
Account for the benefit of Wells Fargo
Bank, N.A. as Collateral Control AgentResidential Capital,
LLC
    
    Wachovia
    
    
    2000041713626
    
    
    Residential Capital, LLC IBG
Concentration Account for the benefit of
Wells Fargo Bank, N.A. as Collateral
Control AgentResidential
Funding Company,
LLC
    
    Wachovia
    
    
    2000042898676
    
    
    Residential Funding Company, LLC
Concentration Account for the benefit of
Wells Fargo, N.A. as Collateral Control
AgentResidential Capital,
LLC
    
    Wachovia
    
    
    2000042911388
    
    
    Residential Capital, LLC Serv Advances
Concentration Account for the benefit of
Wells Fargo Bank, N.A. as Collateral
Control Agent




---



##### 



FinancialAccount Owner
    
    Institution
    
    Account Number
    
    Account NameResidential Capital,
LLC
    
    Bank of
America
    
    
    12355-82255GMAC Mortgage,
LLC
    
    JP Morgan
    
    
    0728408567
    
    
    GMACM MSR SECURITIES AND
HEQ RESIDUAL ACCOUNT FOR
THE BENEFIT OF WELLS FARGO
BANK, N.A. AS COLLATERAL
CONTROL AGENTGMAC Mortgage,
LLC
    
    JP Morgan
    
    
    0728454823
    
    
    GMACM DIRECT PAIROFF
ACCOUNT FOR THE BENEFIT OF
WELLS FARGO BANK, N.A. AS
COLLATERAL CONTROL AGENTPassive Asset
Transactions, LLC
    
    JP Morgan
    
    
    0777163338
    
    
    PASSIVE ASSET TRANSACTIONS,
LLC FOR THE BENEFIT OF WELLS
FARGO BANK, N.A. AS
COLLATERAL CONTROL AGENTResidential
Funding Company,
LLC
    
    State Street
    
    
    004 35 131
    
    
    Residential Funding Company, LLC
Capital Markets Pledged RFCResidential
Funding Company,
LLC
    
    State Street
    
    
    004 351 72
    
    
    Residential Funding Company, LLC PIA
Pledged RFC




---



##### 



FinancialAccount Owner
    
    Institution
    
    Account Number
    
    Account NameResidential
Funding Company,
LLC
    
    State Street
    
    
    004 351 80
    
    
    Residential Funding Company, LLC RIF
Pledged RFCResidential
Funding Company,
LLC
    
    State Street
    
    
    004 351 49
    
    
    RFC Assets Holdings II, LLC Capital
Markets Pledged RAHI IIResidential
Funding Company,
LLC
    
    State Street
    
    
    004 351 56
    
    
    RFC Assets Holdings II, LLC-RIF
Pledged RAHI IIResidential
Funding Company,
LLC
    
    State Street
    
    
    004 351 64
    
    
    RFAH-PIA Pledged RAHI IIResidential
Funding Company,
LLC
    
    Wachovia
    
    
    2000041713451
    
    
    Residential Funding Company, LLC
Sales Proceeds Account for the benefit
of Wells Fargo Bank, N.A. as Collateral
Control AgentResidential
Mortgage Real
Estate Holdings,
LLC
    
    Wachovia
    
    
    2000041713969
    
    
    Residential Mortgage Real Estate
Holdings, LLC Sales Proceeds Account
for the benefit of Wells Fargo Bank,
N.A. as Collateral Control AgentResidential
Funding Real
Estate 
Holdings,
LLC
    
    Wachovia
    
    
    2000041713972
    
    
    Residential Funding Real Estate
Holdings, LLC Sales Proceeds Account
for the benefit of Wells Fargo Bank,
N.A. as Collateral Control AgentHomecomings
Financial Real
Estate Holdings,
LLC
    
    Wachovia
    
    
    2000041713985
    
    
    Homecomings Financial Real Estate
Holdings, LLC Sales Proceeds Account
for the benefit of Wells Fargo Bank,
N.A. as Collateral Control Agent




---



##### 



FinancialAccount Owner
    
    Institution
    
    Account Number
    
    Account NamePassive Asset
Transactions, LLC
    
    Wachovia
    
    
    2000041713781
    
    
    Passive Asset Transactions, LLCGMAC Mortgage,
LLC
    
    Wachovia
    
    
    2000042911867
    
    
    GMAC Mortgage, LLCRFC Asset
Holdings II, LLC
    
    Wachovia
    
    
    2000041713956
    
    
    RFC Asset Holdings II, LLCDevelopers of
Hidden Springs,
LLC
    
    Wachovia
    
    
    2000041713477
    
    
    Developers of Hidden Springs, LLC
Sales Proceeds Account for the benefit
of Wells Fargo, N.A. as Collateral
Control AgentEquity Investment
I, LLC
    
    Wachovia
    
    
    2000041713493
    
    
    Equity Investments I, LLC Sales
Proceeds Account for the benefit of
Wells Fargo, N.A. as Collateral Control
AgentDOA Holding
Properties, LLC
    
    Wachovia
    
    
    2000041713503
    
    
    DOA Holding Properties, LLC Sales
Proceeds Account for the benefit of
Wells Fargo, N.A. as Collateral Control
AgentResidential
Funding Company,
LLC
    
    Wachovia
    
    
    2000042911870
    
    
    Residential Funding Company, LLCResidential
Funding Company,
LLC7
    
    Wachovia
    
    
    2000041713671
    
    
    Residential Funding Company, LLC
 
 7
    
    This is a Servicing Advances Account




---



##### 



FinancialAccount Owner
    
    Institution
    
    Account Number
    
    Account NameGMAC Mortgage,
LLC1
    
    Wachovia
    
    
    2000041714353
    
    
    GMAC Mortgage, LLCGMAC Mortgage,
LLC1
    
    Wachovia
    
    
    2000041713668
    
    
    GMAC Mortgage, LLCGMAC Model
Home Finance,
LLC
    
    Wachovia
    
    
    2000041713464
    
    
    GMAC Model Home Finance, LLCResidential
Funding Company,
LLC
    
    Wachovia
    
    
    2000041714706
    
    
    Residential Funding Company, LLCGMAC Mortgage,
LLC
    
    Wachovia
    
    
    2000042900616
    
    
    GMAC Mortgage, LLC
  FinancialAccount Owner
    
    Institution
    
    Account Number
    
    Account NamePassive Asset
Transactions, LLC
    
    JP Morgan
    
    P66230
    
    Passive Asset Transactions, LLC




---



##### 



SCHEDULE XI
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 NOTICE INFORMATION
 The Grantors:
 john.peterson@gmacrescap.com
  Hu.Benton@gmacrescap.com
 john.peterson@gmacrescap.com




---



##### 



Hu.Benton@gmacrescap.com
 Hu.Benton@gmacrescap.com
 john.peterson@gmacrescap.com
 john.peterson@gmacrescap.com
 william.casey@gmacrescap.com




---



##### 



Hu.Benton@gmacrescap.com
 
  Hu.Benton@gmacrescap.com
 
  Hu.Benton@gmacrescap.com




---



##### 



Hu.Benton@gmacrescap.com
 
  Hu.Benton@gmacrescap.com
 john.peterson@gmacrescap.com
  Hu.Benton@gmacrescap.com




---



##### 



Hu.Benton@gmacrescap.com
 
  Hu.Benton@gmacrescap.com
 
  Hu.Benton@gmacrescap.com




---



##### 



The Lender Agent:
 david.walker@gmacfs.com
  William.b.solomon@gm.com
 The Hedge Counterparty:
 david.walker@gmacfs.com
  William.b.solomon@gm.com
 The First Priority Collateral Agent:




---



##### 



ATTACHMENT I
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 PLEDGED EQUITY AND PLEDGED NOTES
 Pledged Shares
 Common StockAuthorized
    
    Outstanding
    
    
    
    % of SharesPledged Share Issuer
    
    Shares
    
    Shares
    
    Beneficial Owner
    
    PledgedGMAC Mortgage
USA Corporation
    
    
    3,000
    
    
    
    3,000
    
    
    GMAC Mortgage,
LLC
    
    
    100
    %Ladue Associates,
Inc.
    
    
    100
    
    
    
    100
    
    
    GMAC Mortgage,
LLC
    
    
    100
    %Residential Accredit
Loans, Inc.
    
    
    1,000
    
    
    
    1,000
    
    
    GMAC-RFC Holding
Company, LLC
    
    
    100
    %Residential Asset
Mortgage Products,
Inc.
    
    
    1,000
    
    
    
    
    
    
    GMAC-RFC Holding
Company, LLC
    
    
    100
    %Residential Asset
Securities
Corporation
    
    
    1,000
    
    
    
    1,000
    
    
    GMAC-RFC Holding
Company, LLC
    
    
    100
    %Residential Funding
Mortgage Securities
I, Inc.
    
    
    1,000
    
    
    
    
    
    
    GMAC-RFC Holding
Company, LLC
    
    
    100
    %Residential Funding
Mortgage Securities
II, Inc.
    
    
    1,000
    
    
    
    1,000
    
    
    GMAC-RFC Holding
Company, LLC
    
    
    100
    %GMAC-RFC
Australia Pty
Limited8
    
    37,350,0019
    
    37,350,0015
    
    Residential Funding
Company, LLC
    
    
    65
    %
 
 8
    
    This is a cooperative with excluded liability.9
    
    These are ordinary shares.




---



##### 



Pledged Interests
 InterestType of
    
    Interests Owned
    
    
    
    % of Interests ofPledged Interests Issuer
    
    Interest
    
    by Pledgor
    
    Pledgor
    
    Pledgor PledgedHidden Springs
Sewer Company,
LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Developers of
Hidden Springs,
LLC
    
    
    100
    %DOA Properties I,
LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    DOA Holding
Properties, LLC
    
    
    100
    %DOA Properties II,
LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    DOA Holding
Properties, LLC
    
    
    100
    %DOA Properties III
(Models), LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    DOA Holding
Properties, LLC
    
    
    100
    %DOA Properties IIIB
(KB Models), LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    DOA Holding
Properties, LLC
    
    
    100
    %DOA Properties IV,
LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    DOA Holding
Properties, LLC
    
    
    100
    %DOA Properties V
(Lots-CA), LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    DOA Holding
Properties, LLC
    
    
    100
    %DOA Properties VII
(Lots-NV), LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    DOA Holding
Properties, LLC
    
    
    100
    %DOA Properties IX
(Lots-Other), LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    DOA Holding
Properties, LLC
    
    
    100
    %CAP RE of Vermont,
LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC
Mortgage, LLC
    
    
    100
    %Ditech, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC
Mortgage, LLC
    
    
    100
    %Executive Closing
Services, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC
Mortgage, LLC
    
    
    100
    %




---



##### 



InterestType of
    
    Interest Owned
    
    
    
    % of Interests ofPledged
Interests Issuer
    
    Interest
    
    by Pledgor
    
    Pledgor
    
    Pledgor PledgedExecutive Trustee
Services, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC
Mortgage, LLC
    
    
    100
    %GMAC Mortgage,
LLC of TN
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC
Mortgage, LLC
    
    
    100
    %GMACR Mortgage
Products, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC
Mortgage, LLC
    
    
    100
    %GMV Management
Services, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC
Mortgage, LLC
    
    
    100
    %Horsham Funding,
LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC
Mortgage, LLC
    
    
    100
    %MINT I VFN
Holdings, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC
Mortgage, LLC
    
    
    100
    %MINT I, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC
Mortgage, LLC
    
    
    100
    %Passive Asset
Transactions, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC
Mortgage, LLC
    
    
    100
    %Residential
Consumer Services,
LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC
Mortgage, LLC
    
    
    100
    %Residential Mortgage
Real Estate Holdings,
LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC
Mortgage, LLC
    
    
    100
    %Walnut Grove
Funding, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC
Mortgage, LLC
    
    
    100
    %




---



##### 



InterestType of
    
    Interests Owned
    
    
    
    % of Interests ofPledged Interests Issuer
    
    Interest
    
    by Pledgor
    
    Pledgor
    
    Pledgor PledgedCHM Holdings, LLC
    
    Class B
Junior
Preferred
Units
    
    
    100
    %
    
    GMAC Model
Home Finance I,
LLC
    
    
    100
    %GMAC Home
Services, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC
Residential
Holding
Company, LLC
    
    
    100
    %GMAC Mortgage,
LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC
Residential
Holding
Company, LLC
    
    
    100
    %GMACB Service
Company, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC
Residential
Holding
Company, LLC
    
    
    100
    %GMACRH
Settlement Services,
LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC
Residential
Holding
Company, LLC
    
    
    100
    %Residential Funding
Company, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    GMAC-RFC
Holding
Company, LLC
    
    
    100
    %HFN REO Sub II,
LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Homecomings
Financial, LLC
    
    
    100
    %Homecomings
Financial Real Estate
Holdings, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Homecomings
Financial, LLC
    
    
    100
    %GMAC Residential
Holding Company,
LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Capital, LLC
    
    
    100
    %GMAC-RFC
Holding Company,
LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Capital, LLC
    
    
    100
    %




---



##### 



InterestType of
    
    Interests Owned
    
    
    
    % of Interests ofPledged Interests Issuer
    
    Interest
    
    by Pledgor
    
    Pledgor
    
    Pledgor PledgedIB Finance Holding
Company, LLC
    
    Limited
Liability
Company
    
    
    49
    %
    
    Residential
Capital, LLC
    
    
    100
    %Asset Lending
Company II, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %Asset Management
Performance
Services, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %Developers of
Hidden Springs, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %DOA Holding
Properties, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %EPRE LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %Equity Investment I,
LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %Equity Investment
III, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %GMAC Model Home
Finance, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %GMAC Model Home
Finance I, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %Homecomings
Financial, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %MFC Asset, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %




---



##### 



InterestType of
    
    Interests Owned
    
    
    
    % of Interests ofPledged Interests Issuer
    
    Interest
    
    by Pledgor
    
    Pledgor
    
    Pledgor PledgedMINT II Holdings
LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %MINT II, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %REG-PFH, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %Residential Asset
Management
Company LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %Residential Funding
Mortgage Exchange,
LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %Residential Funding
Real Estate Holdings,
LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %Residential Funding
Securities, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %RFC Advance
Depositor, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %RFC Asset Holdings
II, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %RFC Asset
Management, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %RFC Construction
Funding, LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %RFC  GSAP
Servicer Advance,
LLC
    
    Limited
Liability
Company
    
    
    100
    %
    
    Residential
Funding
Company, LLC
    
    
    100
    %




---



##### 



InterestType of
    
    Interests Owned
    
    
    
    % of Interests ofPledged Interests Issuer
    
    Interest
    
    by Pledgor
    
    Pledgor
    
    Pledgor PledgedGMAC RFC
International
Holdings Cooperatief
U.A.
    
    Membership
Interests
    
    
    100
    %
    
    Residential
Funding
Company, LLC
(99%); GMAC-
RFC Holding
Company, LLC
(0.01%)
    
    
    65
    %Marbella Lakes
Associates, LLC
(f/k/a DOA
Properties VIII
(Marbella Lakes),
LLC)
    
    Limited
Liability
Company
    
    
    66.67
    %
    
    Equity
Investment IV,
LLC
    
    
    100
    %GMAC RFC Brasil
Ltda.
    
    Limited
Liability
Partnership
    
    
    99.99
    %
    
    Residential
Funding
Company, LLC
    
    
    65
    %GMAC-RFC Chile
Inversiones Limitada
    
    Limited
Liability
Partnership
    
    
    99.99
    %
    
    Residential
Funding
Company, LLC
    
    
    65
    %
 UK Pledged Shares
 Total Number of
    
    Shares Certificate
    
    
    
    % of SharesPledged Share Issuer
    
    Shares Issued
    
    Number
    
    Beneficial Owner
    
    PledgedGMAC-RFC
Holdings Limited
    
    
    188,117,940
    
    
    
    1
    
    
    Residential Funding
Company, LLC
    
    
    65
    %GMAC-RFC
Europe Limited
    
    
    100
    
    
    
    1
    
    
    Residential Funding
Company, LLC
    
    
    65
    %RFC Investments
Limited
    
    
    5,000,000
    
    
    
    1
    
    
    Residential Funding
Company, LLC
    
    
    65
    %
 Pledged Notes
 Pledged Note Issuer
    
    Pledged Note
    
    Pledged Note HolderGX CE Funding B.V.
    
    Note (Note Certificate No. 1)
dated 4 June 2008 and due 3 June
    
    Residential Capital, LLC




---



##### 



Pledged Note Issuer
    
    Pledged Note
    
    Pledged Note Holder2009 issued under the Variable
Funding Loan Note Agreement
dated 4 June 2008Viaduct (No. 7) Limited
    
    Note dated 4 June 2008 and due
18 June 2008 issued under the
Note Issuance Facility Deed
dated on or about 2 June 2008
    
    Residential Capital, LLC




---



##### 



ATTACHMENT II
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 Form of Joinder Agreement
 Section 15  Pledge and Security Agreement
 Annex A
 Annex B Annex A




---



##### 



[ADDITIONAL GRANTOR]By:Name:Title:
 
 
 By:Name:Title:WELLS FARGO BANK, N.A.,as First Priority Collateral AgentBy:Name:Title:WELLS FARGO BANK, N.A.,as Collateral Control AgentBy:Name:Title:




---



##### 



Description of Collateral




---



##### 



Updated Information to Schedules I-XI and Attachment I to
Pledge and Security Agreement and Irrevocable Proxy
 
 i
    
    Notes printed in black and white with original signature.