EXECUTION VERSION




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TABLE OF CONTENTS
 Page1.
    
    Definitions
    
    
    22.
    
    Grant of Security Interest by Borrowers, the Guarantors and Model Home
    
    
    73.
    
    Grant of Security Interest by Equity Pledgors
    
    
    94.
    
    Grant of Security Interest by FABS Grantors
    
    
    115.
    
    Grant of Security Interest by Additional Account Parties
    
    
    116.
    
    Representations and Warranties
    
    
    127.
    
    Grantor Remains Liable; Nature of Security Interest; Subrogation, etc.
    
    
    158.
    
    Collections, etc.
    
    
    169.
    
    Release
    
    
    1710.
    
    Agreements of the Grantors
    
    
    1711.
    
    Agreement as to Investment Property; Voting
    
    
    2112.
    
    Defaults and Events of Default; Remedies
    
    
    2413.
    
    Limitation on Duty in Respect of Collateral
    
    
    2714.
    
    Special Provisions Relating to the First Priority Collateral Agent
    
    
    2815.
    
    General
    
    
    3616.
    
    Equity Ownership of Model Homes
    
    
    3917.
    
    Foreign Pledge Agreements
    
    
    40
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FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT  AND IRREVOCABLE PROXY
 Agreement RFC GMAC Mortgage Borrower Borrowers ResCap Homecomings RFC Holdings Residential Guarantor Guarantors Model Home Developers DOA Equity Pledgor Equity Pledgors RAHI PATI FABS
Grantor FABS Grantors Residential Mortgage Residential
Funding Homecomings Financial Equity I Additional Account Party Additional Account Party Section 15 Grantor Grantors First Priority Collateral Agent
 WITNESSETH:
 Loan Agreement
 Guaranty
  First Priority Pledge and Security Agreement
and Irrevocable Proxy




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Definitions
 Assigned Documents
 Bailment Collateral
 Collateral Sections 2 3 4 5
 Collateral Control Agent
 Computer Hardware and Software clause (i) clauses
(a), (b) (c)
 2




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Deed of Charge
 Distributions
 Dividends
 Dutch Assets
 Dutch Membership Interests vorderingsrechten lid lidmaatschap
 Dutch VFLN Receivables vorderingsrechten regres subrogatie
 Excluded Assets
 3




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clause (a) (d) clause (a) (d)
 General Intangibles
 Intellectual Property
 Intercreditor Agreement
 Lender Parties
 Non-Tangible Collateral
 Note Issuance Facility Deed
 Obligations
 Pledged Interest Issuer Item B Attachment I
 Pledged Interests Item B Attachment I
 4




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Pledged Note Issuer Item D Attachment
I
 Pledged Note Lien
 Pledged Notes Item D Attachment I Section 11(j)
 Pledged Property
 Pledged Share Issuer Item A Attachment
I
 Pledged Shares
 Pledgor
 5




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Property
 Security Trustee .
 Servicing Contract
 Significant Subsidiary
    Trust Deed
 UCC provided Section 10(a) UCC
 UK Note
 UK Note Related Security
 UK Pledged Shares
 6




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Item C Attachment I
 UK Pledged Shares Companies
 GMAC Holdings
 GMAC Europe
 RFC Investments
 UK Pledged Share Company
 UK SPE
 VFLN Agreement
 VFLN Note
 Grant of Security Interest by Borrowers, the Guarantors and Model Home
 Schedule VI Schedule VI
   7




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Schedule V
         Item A Attachment I Item D Attachment
I
 8




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Item B Attachment I clause (m)(i)
          provided Collateral Section 2
  Grant of Security Interest by Equity Pledgors
 9




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Item A Attachment I
  Item
D Attachment I
   Item B Attachment I
      provided Collateral Section 3
 10




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Grant of Security Interest by FABS Grantors
  Schedule X
     provided Collateral Section 4
 Grant of Security Interest by Additional Account Parties
 11




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Schedule X
  provided Collateral Section 5
 Representations and Warranties
  Permitted Liens Schedule VI(a)
 Schedule VI(a)
  Schedule I
 Schedule II
 12




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Schedule III
 Schedule III
 Schedule IV
 Schedule V
 Schedule VII
 Schedule IX Schedule IX
 Schedule I
    13




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Schedule VI(a)
 Attachment I
  Attachment I Attachment I
   14




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Grantor Remains Liable; Nature of Security Interest; Subrogation, etc
   15




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Section 7(c)
  Collections, etc
 16




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Release
 Agreements of the Grantors
  17




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Schedules I II
 provided Section 10(a)(iii)
     Section 7.01(j)
 18




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Schedule V
    19




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provided
     Section 10
 statuten lidmaatschap
 20




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Agreement as to Investment Property; Voting
 provided provided further
    21




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clause (g) below
 Section 11(h)
   22




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Section 12(f)
 clause (ii)
 Section
11(h)(ii) provided however
  23




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Defaults and Events of Default; Remedies
 clause (i)
 24




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EACH GRANTOR HEREBY
ACKNOWLEDGES, CONSENTS AND AGREES THAT THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION
12 IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND SHALL BE EFFECTIVE UNTIL ALL OBLIGATIONS
HAVE BEEN PAID IN FULL IN CASH AND ALL COMMITMENTS HAVE TERMINATED.
 clause (a) clauses (c) (g) Section 12
  clause (i)
   25




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26




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Limitation on Duty in Respect of Collateral
  27




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Special Provisions Relating to the First Priority Collateral Agent
  Dollars Judgment
Currency
 28




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29




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30




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31




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32




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Section 14
  33




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Indemnified Parties provided
    34




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Section 14
   35




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General
   Attachment II Joinder Agreement
 Section 10(a)(i)
 Schedule XI Schedule XI Schedule
XI
  36




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Affected Person Maximum Amount
 37




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THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (BUT WITH REFERENCE TO SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH BY ITS TERMS APPLIES TO THIS AGREEMENT).
 EACH PARTY HEREBY REPRESENTS AND WARRANTS THAT IT HAS NO RIGHT TO IMMUNITY FROM THE SERVICE OF
PROCESS OR JURISDICTION OR ANY JUDICIAL PROCEEDINGS OF ANY COMPETENT COURT OR FROM EXECUTION OF ANY
JUDGMENT OR FROM THE EXECUTION OR ENFORCEMENT THEREIN OF ANY ARBITRATION DECISION IN RESPECT OF ANY
SUIT, ACTION, PROCEEDING OR ANY OTHER MATTER ARISING OUT OF OR RELATING TO ITS OBLIGATIONS UNDER
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND TO THE EXTENT THAT ANY PARTY IS OR
BECOMES ENTITLED TO ANY SUCH IMMUNITY WITH RESPECT TO THE SERVICE OF PROCESS OR JURISDICTION OR ANY
JUDICIAL PROCEEDINGS OF ANY COMPETENT COURT, AND TO THE EXTENT PERMITTED BY LAW, IT DOES HEREBY AND
WILL IRREVOCABLY AND UNCONDITIONALLY AGREE NOT TO PLEAD OR CLAIM ANY SUCH IMMUNITY WITH RESPECT TO
ITS OBLIGATIONS OR ANY OTHER MATTER UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.
 EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY
 38




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NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A
COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. EACH PARTY HERETO HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION
OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR ANY DOCUMENT DELIVERED PURSUANT HERETO BY THE
MAILING OF A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT
REQUESTED, TO ITS RESPECTIVE ADDRESS SPECIFIED AT THE TIME FOR NOTICES UNDER THIS AGREEMENT OR TO
ANY OTHER ADDRESS OF WHICH IT SHALL HAVE GIVEN WRITTEN OR ELECTRONIC NOTICE TO THE OTHER PARTIES.
THE FOREGOING SHALL NOT LIMIT THE ABILITY OF ANY PARTY HERETO TO BRING SUIT IN THE COURTS OF ANY
JURISDICTION.
 EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH
RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
 provided
 provided however
 Equity Ownership of Model Homes
   39




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Foreign Pledge Agreements
 Foreign Pledge Agreement
 Adjustment Amount provided
  40




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




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




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




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




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




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




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GMAC MODEL HOME FINANCE, LLC,
as a GrantorBy:
    /s/ Michael J. FrantaName:
    Michael J. FrantaTitle:
    President




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DEVELOPERS OF HIDDEN SPRINGS, LLC,
as GrantorBy:
    /s/ Michael J. FrantaName:
    Michael J. FrantaTitle:
    President




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




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




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




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




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




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




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




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GMAC, LLC,
as Lender and Lender AgentBy:
    /s/ David C. WalkerName:
    David C. WalkerTitle:




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WELLS FARGO BANK, N.A.,
as First Priority Collateral AgentBy:
    /s/ Nicholas D. TallyName:
    Nicholas D. TallyTitle:
    Vice President




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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
 
 GMAC MODEL HOME FINANCE, LLC
 
 RFC ASSET HOLDINGS II, LLC




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




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RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC
 
 HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, 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
 1.
    
    Trade Names; Prior Legal NamesRESIDENTIAL FUNDING COMPANY, LLC
 Prior Names:
    
    Residential Funding Corporation
RFC Acquisition Corporation
 GMAC MORTGAGE, LLC
 Prior Names:
    
    GMAC Mortgage Corporation
 RESIDENTIAL CAPITAL, LLC
 Prior Names:
    
    Residential Capital Corporation
 HOMECOMINGS FINANCIAL, LLC
 Prior Names:
    
    Homecomings Financial Network, Inc.
Residential Money Centers, Inc.
 GMAC-RFC HOLDING COMPANY, LLC
 Prior Names:
    
    GMAC-RFC Holding Corp.
GMAC RF, Inc.
 GMAC RESIDENTIAL HOLDING COMPANY, LLC
 Prior Names:
    
    GMAC Residential Holding Corp.
 GMAC MODEL HOME FINANCE, LLC
 Prior Names:
    
    National Model Homes, Inc.
Dynex Residential, Inc.
GMAC Model Home Finance, Inc.
GMAC Model Home Finance of Delaware, Inc.
 RFC ASSET HOLDINGS II, LLC
 Prior Names:
    
    RFC Asset Holdings II, Inc.




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PASSIVE ASSET TRANSACTIONS, LLC
 Prior Names:
    
    Passive Asset Transactions, Inc.
 DEVELOPERS OF HIDDEN SPRINGS, LLC
 Prior Names:
    
    Developers of Hidden Springs, Inc.
 DOA HOLDING PROPERTIES, LLC
 Prior Names:
    
    None
 EQUITY INVESTMENT I, LLC
 Prior Names:
    
    Core Equity I, LLC
 RESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC
 Prior Names:
    
    None
 RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC
 Prior Names:
    
    None
 HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC
 Prior Names:
    
    None
 2.
    
    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




---



##### 



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
 COUNTRY/TYPE
    
    TITLE
    
    SERIAL NO.
    
    FILED
    
    STATUS
    
    PATENT 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




---



##### 



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
 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.




---



##### 



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




---



##### 



EXHIBIT A TO SCHEDULE VI
 SECURITIES ACCOUNTS
 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
 InterestPledged Interests
    
    Type of
    
    Interests Owned
    
    
    
    % of Interests ofIssuer
    
    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
    %




---



##### 



InterestPledged Interests
    
    Type of
    
    Interests Owned
    
    
    
    % of Interests ofIssuer
    
    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
    %




---



##### 



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]




---



##### 



SCHEDULE VII
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 DIRECT SUBSIDIARIES
 Jurisdiction ofIncorporationParent
    
    Subsidiary
    
    (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
    
    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
    
    Delaware




---



##### 



Jurisdiction ofIncorporationParent
    
    Subsidiary
    
    (Subsidiary)MINT II, LLC
    
    DelawareREG-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
Holding Company, LLC
    
    GMAC Home Services, LLC
    
    DelawareGMAC Mortgage, LLC
    
    DelawareGHS Global Relocation UK Limited
    
    U.K.GMACB Service Company, LLC
    
    DelawareGMACRH Settlement Services, LLC
    
    DelawareDevelopers of Hidden
Springs, LLC
    
    Hidden Springs Sewer Company, LLC
    
    DelawareDOA Holding Properties,
LLC
    
    DOA Properties I, LLC
    
    DelawareDOA Properties II, LLC
    
    DelawareGMAC Model Home
Finance, LLC
    
    GMCMTH, LLC
    
    Delaware




---



##### 



Jurisdiction ofIncorporationParent
    
    Subsidiary
    
    (Subsidiary)KBOne, LLC
    
    DelawareLENOne, LLC
    
    DelawareWPSHOne, LLC
    
    DelawareRFC MHF Funding, 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 certifying that Residential Funding Company, LLC owns twenty-four
million two hundred seventy seven thousand five hundred (24,277,500) ordinary shares of
GMAC-RFC Australia Pty Limited, a corporation formed under the laws of the Australia (the
Company), standing in its name on the books of the Company, which is represented by
Certificate No. 6.2.
    
    Stock Certificate certifying that GMAC-RFC Holding Company, LLC (formerly known as GMAC
RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per share, of
Residential Funding Mortgage Securities II, Inc., a corporation formed under the laws of
the State of Delaware (the Company), standing in its name on the books of the Company,
which is represented by Certificate No. 1.3.
    
    Stock Certificate certifying that GMAC-RFC Holding Company, LLC (formerly known as GMAC
RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per share, of
Residential Asset Securities Corporation, a corporation formed under the laws of the State
of Delaware (the Company), standing in its name on the books of the Company, which is
represented by Certificate No. 1.4.
    
    Stock Certificate certifying that GMAC-RFC Holding Company, LLC (formerly known as GMAC
RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per share, of
Residential Accredit Loans, Inc., a corporation formed under the laws of the State of
Delaware (the Company), standing in its name on the books of the Company, which is
represented by Certificate No. 1.5.
    
    Stock Certificate certifying that GMAC Mortgage, LLC (formerly known as GMAC Mortgage
Corporation) owns three thousand (3,000) shares of common stock, par value $0.01 per share,
of GMAC Mortgage USA Corporation, a corporation formed under the laws of the State of
Delaware (the Company), standing in its name on the books of the Company, which is
represented by Certificate No. 1.6.
    
    Note (Note Certificate No. 1) dated 4 June 2008 in the principal amount of EUR
556,992,836.00 due 3 June 2009 issued under the Variable Funding Loan Note Agreement dated
4 June 2008 between GX CE Funding B.V. (the Issuer) and Residential Capital, LLC (the
Holder).




---



##### 



7.
    
    Note dated 4 June 2008 in the principal amount of £658,116,612.47 due 18 June 2008
issued under the Note Issuance Facility Deed dated on or about 2 June 2008 between Viaduct
(No. 7) Limited (the Issuer) and Residential Capital, LLC (the Holder).8.
    
    Stock Certificate certifying that GMAC Mortgage, LLC 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. 1.9.
    
    Stock Certificate certifying that GMAC-RFC Holding Company, LLC (formerly known as GMAC
RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per share, of
Residential Asset 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. 2.10.
    
    Stock Certificate certifying that GMAC-RFC Holding Company, LLC (formerly known as GMAC
RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per share, of
Residential Funding Mortgage Securities 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.




---



##### 



SCHEDULE X 
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT 
AND IRREVOCABLE PROXY
 DEPOSIT ACCOUNTS OF ADDITIONAL ACCOUNT PARTIES; SECURITIES 
ACCOUNTS OF FABS GRANTORS
 (a)
    
    Concentration Accounts
 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
Agent




---



##### 



(b)
    
    Sales Proceeds Accounts
 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 RFCResidential 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 II




---



##### 



FinancialAccount Owner
    
    Institution
    
    Account Number
    
    Account NameResidential 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
AgentPassive 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, LLC




---



##### 



FinancialAccount Owner
    
    Institution
    
    Account Number
    
    Account NameDevelopers 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,
LLC4
    
    Wachovia
    
    2000041713671
    
    Residential Funding Company, LLCGMAC Mortgage,
LLC1
    
    Wachovia
    
    2000041714353
    
    GMAC Mortgage, LLCGMAC Mortgage,
LLC1
    
    Wachovia
    
    2000041713668
    
    GMAC Mortgage, LLCGMAC Model Home
Finance, LLC
    
    Wachovia
    
    2000041713464
    
    GMAC Model Home Finance, LLC
 
 4
    
    This is a Servicing Advances Account




---



##### 



(c)
    
    Securities Accounts of FABS Grantors
 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
 
  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 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 Limited5
    
    
    37,350,001
    6
    
    
    37,350,001
    5
    
    Residential Funding Company, LLC
    
    
    65
    %
 
 5
    
    This is a cooperative with excluded liability.6
    
    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
    %CAP RE of Vermont, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %Ditech, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %Executive Closing Services, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %Executive Trustee Services, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %GMAC Mortgage, LLC of TN
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %GMACR Mortgage Products, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %GMV Management Services, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %Horsham Funding, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %




---



##### 



InterestType of
    
    Interests Owned
    
    
    
    % of Interests ofPledged Interests Issuer
    
    Interest
    
    by Pledgor
    
    Pledgor
    
    Pledgor PledgedMINT I VFN Holdings, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %MINT I, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %Passive Asset Transactions, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %Residential Consumer Services, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %Residential Mortgage Real Estate Holdings, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %Walnut Grove Funding, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %GMCMTH, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Model Home Finance, LLC
    
    
    100
    %KBOne, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Model Home Finance, LLC
    
    
    100
    %LENOne, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Model Home Finance, LLC
    
    
    100
    %WPSHOne, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Model Home Finance, LLC
    
    
    100
    %RFC MHF Funding, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    GMAC Model Home Finance, LLC
    
    
    100
    %




---



##### 



InterestType of
    
    Interests Owned
    
    
    
    % of Interests ofPledged Interests Issuer
    
    Interest
    
    by Pledgor
    
    Pledgor
    
    Pledgor PledgedGMAC 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
    %IB Finance Holding Company, LLC
    
    Limited Liability Company
    
    
    49
    %
    
    Residential Capital, LLC
    
    
    100
    %Asset Lending Company II, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    Residential Funding Company, LLC
    
    
    100
    %




---



##### 



InterestType of
    
    Interests Owned
    
    
    
    % of Interests ofPledged Interests Issuer
    
    Interest
    
    by Pledgor
    
    Pledgor
    
    Pledgor PledgedAsset 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
    %MINT II Holdings LLC
    
    Limited Liability Company
    
    
    100
    %
    
    Residential Funding Company, LLC
    
    
    100
    %MINT II, LLC
    
    Limited Liability Company
    
    
    100
    %
    
    Residential Funding Company, LLC
    
    
    100
    %




---



##### 



InterestType of
    
    Interests Owned
    
    
    
    % of Interests ofPledged Interests Issuer
    
    Interest
    
    by Pledgor
    
    Pledgor
    
    Pledgor PledgedREG-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
    %GMAC RFC International Holdings Cooperatief U.A.
    
    Membership Interests
    
    
    100
    %
    
    Residential Funding Company, LLC
(99%); GMAC-RFC Holding Company,
LLC (0.01%)
    
    
    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 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




---



##### 



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: 
 GMAC, LLC
as Lender AgentBy: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