Exhibit 10.9
 (Multicurrency  Cross Border)
 
  MASTER
AGREEMENT
 August 14, 2008
 GMAC
LLC and RESIDENTIAL CAPITAL, LLC
   1. Interpretation
 Definitions.
 Inconsistency.
 Single Agreement.
 2. Obligations
 (a)
    
    General Conditions.
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Change of Account.
 Netting.
 (i)
    
    in the same currency; and(ii)
    
    in respect of the same Transaction,
   Deduction or Withholding for Tax.
 Gross-Up.
  the
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Liability.
     Default
Interest; Other Amounts.
 3. Representations
  Basic Representations.
 (i) Status.
 (ii) Powers.
 No Violation or Conflict.
 Consents.
 Obligations Binding.
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Absence of Certain Events.
 Absence of Litigation.
 Accuracy of Specified Information. All
 Pyer Tax Representation.
 Payee Tax Representations. in
 4. Agreements
  Furnish Specified Information.
     Maintain Authorisations.
 Comply with Laws.
 Tax Agreement.
 Payment of Stamp Tax.
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5. Events of Default and Termination Events
 Events of Default.
 Failure to Pay or Deliver.
 Breach of Agreement.
 Credit Support Default.
    Misrepresentation.
 Default under Specified Transaction.
 Cross Default. if
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Bankruptcy.
 a
 Merger Without Assumption.
   Termination Events. a
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Illegality.
   Tax Event. a
 Tax Event Upon Merger.
 Credit Event Upon Merger.
 Additional Termination Event.
 Event of Default and illegality.
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6. Early Termination
 Right to Terminate Following Event of Default. in
 Right to Terminate Following Termination Event.
 Notice.
 Transfer to Avoid Termination Event.
   Two Affected Parties.
 Right to Terminate.
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Effect of Designation.
  the
 Calculations.
 Statement.
 Payment Date.
 Payments on Early Termination.
 Events of Default.
 First Method and Market Quotation.
 First Method and Loss.
 Second Method and Market Quotation.
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Second Method and Loss.
 Termination
Events.
 One Affected Party.
 Two Affected Parties.
    Adjustment for Bankruptcy.
 Pre-Estimate.
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7. Transfer
     8. Contractual Currency
 Payment in the Contractual Currency.
 Judgments.
 Separate Indemnities.
 Evidence of Loss.
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9. Miscellaneous
 Entire Agreement.
 Amendments.
 Survival of Obligations.
 Remedies Cumulative.
 Counterparts and Confirmations.
   No Waiver of Rights.
 Headings.
 10. Offices; Multibranch Parties
    11. Expenses
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12. Notices
 Effectiveness.
   in
    Change ofAddresses.
 13. Governing Law and Jurisdiction
 Governing Law.
 Jurisdiction.
    Service of Process.
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Waiver of Immunities.
   Additional Termination Event
 Affected Party
 Affected Transactions
 Affiliate
 Applicable
Rate
     Burdened Party
 Change in Tax Law
 consent
 Credit Event Upon Merger
 Credit Support Document
 Credit Support Provider
 Default Rate
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Defaulting Party
 Early Termination Date
 Event of Default
 Illegality
 Indemnifiable Tax
 law lawful unlawful
 Local Business Day the in
 Loss
 Market Quotation
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Non-default Rate
 Non-defaulting Party
 Office
 Potential Event of Default
 Reference Market-makers
 Relevant Jurisdiction
 Scheduled Payment Date
 Set-off
 Settlement Amount
   Specified Entity
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Specified Indebtedness
 Specified
Transaction
 Stamp Tax
 Tax
 Tax Event
 Tax Event Upon Merger
 Terminated Transactions
 Termination Currency
 Termination Currency Equivalent
 Termination Event
 Termination Rate
 Unpaid Amounts as
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GMAC LLC
    
    
    
    
    
    RESIDENTIAL CAPITAL, LLC(Name of Party)
    
    
    
    
    
    (Name of Party)By:
    
    /s/ David C. Walker
    
    
    
    By:
    
    /s/ Elizabeth T. KellyName: David C. Walker
    
    
    
    
    
    Name: Elizabeth T. KellyTitle: Group Vice President & Treasurer
    
    
    
    
    
    Title: Assistant TreasurerDate:
    
    
    
    
    
    Date:
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