Exhibit 10.8
 EXECUTION VERSION




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Agreement Amendment Effective Date RFC GMAC Mortgage Borrower Borrowers Guarantor Obligor Lender
Agent
 Loan
Agreement
      
  
 Amendments to the Loan Agreement
 Section 2.03(a)
  Second Amendment
 1




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Section 2.03(c)
  Section 2.04(e)
 Section 2.04(f)
 Section 2.03(c)
 Second Amendment
 2




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##### 



Section 2.05
 Section 2.08(b) th Section 8.02
 Section 2.08(b)
 Borrowing Base Shortfall Day Borrowing Base Deficiency provided however Substitute
Collateral
 Second Amendment
 3




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##### 



Section 2.10(b)
  Section 4.02(a)
 Section 4.03
 Section 7.01(n)
 Section 7.02(e)
  Second Amendment
 4




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Amendments to Definitions
 Adjusted Borrowing Base Schedule 1.01
 Adjusted Borrowing Base sum
 Section 2.04 plus
 plus
 minus
 minus
 minus
 minus
  Available Amount Schedule 1.01
 Available Amount minus
 Borrowing Base Schedule 1.01
 Borrowing Base
 Second Amendment
 5




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##### 



Section 2.04 plus minus minus
 Facility Documents Schedule 1.01
 Interim Borrowing Base Report Schedule 1.01
 Interim Borrowing Base Report
 Lender Parties Schedule 1.01
 Reinvestment Collateral Schedule 1.01
 Schedule 1.01
 Base Currency
 Confirmation
 Equivalent Other Currency
 Second Amendment
 6




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Hedge Adjusted Available Amount minus
 Hedge Documents
 Hedge Exposure provided Market Quotation
 Hedge Exposure Decrease
 Hedge Exposure Increase
 Hedge Security Agreement
 Hedge Settlement Amount Section 6(e)
 Second Amendment
 7




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Hedge Support Requirement
 Hedge Transaction
 Hedge Valuation Agent
 Independent Amount
 Interim Reporting Date
 Market Quotation
 Minimum Adjustment Amount
 Minimum Notional Reduction
 MTM Amount minus plus
 MTM Reset Date Section 2.08(b)
 MTM Revolving Loan Section
2.08(b)
 Primary Hedge Documents Exhibit A
 Second Amendment
 8




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ResCap Counterparty
 Valuation Date
 Amendment to Conditions Precedent Schedule 5.02
  Amendment to Interim Borrowing Base Report Exhibit 2.03(b)
 Amendment to Collateral Value Report Exhibit 2.04(a)
 
 Amendment Effective Date :
 Agreements
 Security Agreement Amendment Exhibit D
 Other
 Second Amendment
 9




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Notice
 Confirmation of the Facility Documents
 Consent to Hedge Transactions Exhibit A.
 Amendment Fee.
 Obligations Article XI
 Representations and Warranties
   
 GOVERNING LAW
 Second Amendment
 10




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Execution in Counterparts
 WAIVER OF JURY TRIAL
 Entire Agreement
 Captions
 Severability
 SUBMISSION TO JURISDICTION
 Second Amendment
 11




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Second Amendment
 12




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




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GMAC LLC,
as Lender Agent and as Initial LenderBy:
    /s/ David C. WalkerName:
    David C. WalkerTitle:
    Group Vice President & Treasurer 14




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Acknowledged and Agreed:
RESIDENTIAL CAPITAL, LLC,
as GuarantorBy:
    /s/ Elizabeth T. KellyName:
    Elizabeth T. KellyTitle:
    Assistant TreasurerGMAC RESIDENTIAL HOLDING COMPANY, 
LLC, as GuarantorBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant TreasurerGMAC-RFC HOLDING COMPANY, LLC,

as GuarantorBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant TreasurerHOMECOMINGS FINANCIAL, LLC,
as GuarantorBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant Treasurer 15




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

as ObligorBy:
    /s/ Donald McConnellName:
    Donald McConnellTitle:
    Assistant SecretaryDEVELOPERS OF HIDDEN SPRINGS, LLC,

as ObligorBy:
    /s/ Donald McConnellName:
    Donald McConnellTitle:
    Assistant Secretary 16




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DOA HOLDING PROPERTIES, LLC,

as ObligorBy:
    /s/ Donald McConnellName:
    Donald McConnellTitle:
    Assistant SecretaryRFC ASSET HOLDINGS II, LLC,

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

as ObligorBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant TreasurerGMAC MODEL HOME FINANCE I, LLC

as ObligorBy:
    /s/ Donald McConnellName:
    Donald McConnellTitle:
    Assistant SecretaryGMAC HOME SERVICES, LLC

as ObligorBy:
    /s/ James N. YoungName:
    James N. YoungTitle:
    Chief Financial OfficerEQUITY INVESTMENT IV, LLC

as ObligorBy:
    /s/ Donald McConnellName:
    Donald McConnellTitle:
    Assistant Secretary 17




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Exhibit A to Amendment
 FORM OF HEDGE DOCUMENTS
 18




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SCHEDULE
to the
Master Agreement
  GMAC LLC RESIDENTIAL CAPITAL, LLC
 Borrowers Loan Agreement
 Part 1. Termination Provisions.
 (a)
    
    Specified Entitymeans in relation to Party A for the purpose of:
          (b)
    
    Specified Transactionwill have the meaning specified in Section 14 of this Agreement.
 (c)
    
    The Cross-Defaultprovisions of Section 5(a)(vi) will apply to Party A and will apply to
Party B provided that the following language shall be added to the end thereof:
Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an
Event of Default if (i) the default was caused solely by error or omission of an
administrative or operational nature; (ii) funds were available to enable the party to make
the payment when due; and (iii) the payment is made within three Local Business Days of such
partys receipt of written notice of its failure to pay..Specified Indebtednesswill have the meaning specified in Section 14 of this Agreement.
 19




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Threshold Amountmeans with respect to Party A or its Credit Support Provider, 3% of
stockholders equity (determined in accordance with United States generally accepted
accounting principles, consistently applied) and, with respect to Party B, US$25,000,000.00;
provided, however, with respect to a default under the Loan Agreement, Party Bs Threshold
Amount shall be zero.(d)
    
    The Credit Event Upon Mergerprovisions of Section 5(b)(v) will not apply to Party A and
will not apply to Party B.(e)
    
    The Automatic Early Terminationprovision of Section 6(a) will not apply to Party A and
will not apply to Party B.(f)
    
    Payment on Early Termination. Market Quotation and Second Method; provided, however, with
respect to an Early Termination Date in which Party B is the Defaulting Party or Affected
Party or a Partial Termination Date (as defined in Part 1(h)(iv) below), if Party A, in its
sole discretion, enters into a replacement transaction with a Reference Market-maker to
replace a Terminated Transaction or partially terminated Transaction, the quotation provided
by such Reference Market-maker and accepted by Party A shall be deemed to be the Market
Quotation for such Terminated Transaction or partially terminated Transaction, as applicable.(g)
    
    Termination Currencymeans with respect to payments made by Party A: U.S. Dollars and with
respect payments made by Party B: Euros.(h)
    
    The Additional Termination Eventprovisions of Section 5(b)(v) will apply. The following
shall be Additional Termination Event with respect to Party B as the sole Affected Party:
 (i)
    
    The Loan Agreement ceases to be in full force and effect (including in
accordance with its terms).(ii)
    
    Party B, any Borrower or Obligor disaffirms, disclaims, repudiates or
rejects, in whole or in part, any Credit Support Document or Party Bs obligations to
Party A under this Agreement cease to be secured under any Credit Support Document.(iii)
    
    Any Credit Support Document with respect to Party B is amended, modified,
supplemented, restated, or any provision of such document is waived which may have a
material adverse effect on the rights of Party A hereunder or the ability of Party A
to enforce its rights hereunder or under any Credit Support Document without the prior
written consent of Party A; provided, however, that this Additional Termination Event
shall not be applicable if GMAC LLC has consented to such amended, modified,
supplemented, restated, or waiver in its capacity as Lender or Lender Agent under the
Loan Agreement.(iv)
    
    Partial Termination. If there is a material reduction in the aggregate
outstanding balance of the exposure under the Loan Agreement intended to be hedged
hereunder (as determined by the Calculation Agent in good faith), Party B may, subject
to Section 7.02(e) of the Loan Agreement, request a reduction in the notional amount
of a Transaction in an amount corresponding to such reduction in the aggregate
outstanding balance of such exposure by sending written notice to Party A designating
a Partial Termination Date which date shall be no earlier than three Business Days
after such written notice is received (the Partial Termination Date). Upon any such
termination or reduction of a Notional Amount (as defined in the relevant
Confirmation), a
 20




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termination payment with respect to the portion of the notional amount terminated or
reduced shall become payable by Party A and Party B. The Market Quotation amount
will be calculated by Party A under Section 6(e) of this Agreement as though the
portion of the relevant Transaction were early terminated and as if Party A were the
party which is not the Affected Party for purposes of Section 6(e)(ii)(1) of this
Agreement, as modified in Part 1(f) above. Any such amount payable by Party A and
Party B shall be payable as of the Partial Termination Date. The partial
termination payment owed by Party A to Party B shall be an amount is US Dollars
equal to the sum of (i) (A) the amount of the reduction in the Notional Amount
multiplied by (B) the Partial Termination Ratio plus (ii) the Market Quotation
(expressed as a positive or negative, as determined by Party A). The partial
termination payment owed by Party B shall be an amount in Euros equal to the amount
of the reduction in the Notional Amount of the Transaction.Partial Termination Ratio means a fraction in which the numerator is the amount
expressed in US Dollars corresponding to the heading Amount and currency payable by
Party A in the relevant Confirmation and the denominator is the amount expressed in
Euros corresponding to the heading Amount and currency payable by Party B in such
Confirmation.
 Part 2. Tax Representations.
 (a)
    
    Payer Representations.For the purpose of Section 3(e) of this Agreement, each of Party A
and Party B makes the following representation:
 It is not required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of any Tax
from any payment (other than interest under Section 9(h) of this Agreement) to
be made by it to the other party under this Agreement. In making this
representation, it may rely on (i) the accuracy of any representations made by
the other party pursuant to Section 3(f) of this Agreement, (ii) the
satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this
Agreement and the accuracy and effectiveness of any document provided by the
other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii)
the satisfaction of the agreement of the other party contained in Section 4(d)
of this Agreement, except that it will not be a breach of this representation
where reliance is placed on clause (ii) above and the other party does not
deliver a form or document under Section 4(a)(iii) by reason of material
prejudice to its legal or commercial position.
 (b)
    
    Payee Representations.For the purpose of Section 3(f) of this Agreement, Party A and Party
B make the following representations:
 (i)
    
    It is a limited liability company established under the laws of the State of
Delaware and its U.S. taxpayer identification number is 
38-0572512.(ii)
    
    The following representations will apply to Party B:It is a limited liability company established under the laws of the State of Delaware
and its U.S. taxpayer identification number is 
20-1770738.
 Part 3. Agreement to Deliver Documents.
 21




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Party required todeliver document
    
    Form/Document/Certificate
    
    Date by which to be deliveredParty A & B
    
    A correct, complete and
executed U.S. Internal
Revenue Service Form
W-9, or any successor
thereto.
    
    Upon request.
  Covered byParty required to
    
    
    
    Date by which to be
    
    Section 3(d)deliver document
    
    Form/Document/Certificate
    
    delivered
    
    RepresentationParty A & B
    
    Certificate of authority
and specimen signatures
of individuals executing
this Agreement,
Confirmations (as
applicable)
    
    Upon request
    
    YesParty A & B
    
    Certified copies of all
corporate or company
authorizations and any
other documents with
respect to the
execution, delivery and
performance of this
Agreement
    
    Upon request
    
    YesParty B
    
    Credit Support Documents
specified in Part 4 of
the Schedule, such
Credit Support Document
being duly executed if
required.
    
    Upon request
    
    YesParty B
    
    Each of the financial
statements, reports,
notices and other
documents required to be
delivered by Party B (or
on its behalf) pursuant
to Loan Agreement.
    
    At the time that
such documents are
required to be
delivered pursuant
to the Loan
Agreement; provided
that if such
documents are
delivered to the
Lender Agent on
behalf of the
Lenders, such
documents will be
deemed to be
delivered to Party
A under this
Agreement.
    
    NoParty B
    
    Any proposed amendment,
supplement, waiver,
modification or
restatement to the Loan
Agreement or any
Security Document.
    
    Promptly upon
receipt of such
document, provided
that if such
documents are
delivered to the
Lender Agent on
behalf of the
    
    No
 22




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Covered byParty required to
    
    
    
    Date by which to be
    
    Section 3(d)deliver document
    
    Form/Document/Certificate
    
    delivered
    
    RepresentationLenders, such
documents will be
deemed to be
delivered to Party
A under this
Agreement.Party B
    
    Legal opinions in a form
satisfactory to Party A.
    
    Upon execution of
this Agreement.
    
    No
 Part 4. Miscellaneous.
 (a)
    
    Addresses for Notices.For the purpose of Section 12(a) of this Agreement:Address for notices or communications to Party A:
 janice.barry@gmacfs.com
  
  Address:
    
    GMAC LLC767 Fifth Avenue24th FloorNew York, New York 10153Attention:
    
    Swap GroupFax No.:
    
    (917) 369-2416
 23




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Address for notices or communications to Party B:Residential Capital, LLCAttention: John Malloy
Address: 1100 Virginia Drive
               Fort Washington, PA 19034
Telephone No.: (215) 682-3238
Facsimile No.: (215) 734-8866
E-mail: john.malloy@gmacrescap.comWith Copies to:Attention: Mike Rowan
Telephone No.: (215) 734-5883
Facsimile No.: (215) 734-8880
E-mail: Mike.Rowan@gmacrescap.comAttention: Melissa White
Telephone No.: (952) 857-6182
Facsimile No.: (866) 502-1250
E-mail: Melissa.white@gmacrfc.com(b)
    
    Process Agent.For the purpose of Section 13(c) of this Agreement:Party A appoints as its Process Agent: not applicableParty B appoints as its Process Agent: not applicable(c)
    
    Offices.The provisions of Section 10(a) will apply to this Agreement.(d)
    
    Multibranch Party.For the purpose of Section 10(b) of this Agreement:Party A is not a Multibranch party.Party B is not a Multibranch party.(e)
    
    Calculation Agent.The Calculation Agent is Party A.(f)
    
    Credit Support Document.Details of any Credit Support Document:Party A: Not applicableParty B: The Loan Agreement, the Security Agreement and the Hedge Pledge and Security
Agreement and Irrevocable Proxy, dated as of August 14, 2008 among Party A, as Hedge
Counterparty and as Hedge Collateral Agent and Party B and the other Borrowers, Grantors and
Obligors party thereto from time to time as grantors.(g)
    
    Credit Support Provider.Credit Support Provider means in relation to Party A, noneCredit Support Provider means in relation to Party B, the Obligors and Grantors.
 24




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(h)
    
    Governing Law.This Agreement will be governed by and construed in accordance with the laws
of the State of New York (without reference to choice of law doctrine other than Section
5-1401 of the New York General Obligations Law).(i)
    
    Netting of Payments.Subparagraph (ii) of Section 2(c) of this Agreement will apply to all
Transactions. Section 2(c) of the Agreement shall not be applicable with respect to a partial
termination as set forth in Part 1(h)(iv) hereof. For the avoidance of doubt, there shall be
no netting of any payments between the parties on a Partial Termination Date.(j)
    
    Affiliatewill have the meaning specified in Section 14 of this Agreement.
 Part 5. Other Provisions.
 (a)
    
    Additional Representations.For the purpose of Section 3 of this Agreement, the following
will constitute an Additional Representation:
 Relationship Between Parties.
 (1)
    
    Non-Reliance.It is acting for its own account, and it has made
its own independent decisions to enter into that Transaction and as to whether
that Transaction is appropriate or proper for it based upon its own judgment and
upon advice from such advisers as it has deemed necessary. No communication
(written or oral) received from the other party will be deemed to be an
assurance or guarantee as to the expected results of that Transaction.(2)
    
    Assessment and Understanding.It is capable of assessing the
merits of and understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms, conditions and
risks of that Transaction. It is also capable of assuming, and assumes, the
risks of that Transaction.(3)
    
    Status of Parties.The other party is not acting as a fiduciary
for it in respect of that Transaction.(4)
    
    No Agency.It is entering into this Agreement and each
Transaction as principal (and not as agent or in any other capacity, fiduciary
or otherwise).(5)
    
    Other Transactions. It understands and acknowledges that the other
party may, either in connection with entering into a Transaction or from time to
time thereafter, engage in open market transactions that are designed to hedge or
reduce the risks incurred by it in connection with such Transaction and that the
effect of such open market transactions may be to affect or reduce the value of
such Transaction.
 (b)
    
    Recording of Conversations.Each party (i) consents to the recording of telephone
conversations between the trading, marketing and other relevant personnel of the parties in
connection with this Agreement or any potential Transaction, (ii) agrees to obtain any
necessary consent of, and give any necessary notice of such recording to, its relevant
personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be
submitted in evidence in any Proceedings.
 25




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(c)
    
    Eligible Contract Participant.Each party represents to the other party (which representation
will be deemed to be repeated by each party on each date on which a Transaction is entered
into) that it is an eligible contract participant, as defined in Section 1a(12) of the
Commodity Exchange Act (7 U.S.C. 1a), as amended by the Commodity Futures Modernization Act of
2000.
 (d)
    
    Set-off.Section 6 of this Agreement is hereby amended by adding the following new
subsection 6(f):
 (f)
    
    Set-off.(i)
    
    In addition to any rights of set-off a party may have as a matter of law or
otherwise, upon the occurrence of an Event of Default or a Termination Event (other
than a partial termination pursuant to Part 1(h)(iv) hereof), and the designation of an
Early Termination Date pursuant to Section 6 of the Agreement with respect to a
party (X), the other party (Y) will have the right (but not be obliged) without
prior notice to X or any other person to set-off or apply any obligation of X owed to Y
(whether or not matured or contingent and whether or not arising under this Agreement,
and regardless of the currency, place of payment or booking office of the obligation)
against any obligation of Y owed to X (whether or not matured or contingent and
whether or not arising under this Agreement, and regardless of the currency, place of
payment or booking office of the obligation).(ii)
    
    For the purpose of cross-currency set-off, Y may convert either obligation at
the applicable market exchange rate selected by Y on the relevant date.(iii)
    
    If the amount of an obligation is unascertained, Y may in good faith estimate
that amount and set-off in respect of the estimate, subject to the relevant party
accounting to the other when the amount of the obligation is ascertained.(iv)
    
    This clause (f) shall not constitute a mortgage, charge, lien or other security
interest upon any of the property or assets of either party to this Agreement.
 (e)
    
    Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law,
any right it may have to a trial by jury in respect of any suit, action or proceeding relating
to this Agreement or any Credit Support Document. Each party (i) certifies that no
representative, agent or attorney of the other party or any Credit Support Provider has
represented, expressly or otherwise, that such other party would not, in the event of such a
suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it
and the other party have been induced to enter into this Agreement and provide for any Credit
Support Document, as applicable, by, among other things, the mutual waivers and certifications
in this Section.
 (f)
    
    Definitions. Unless otherwise specified in a Confirmation and except in the case of FX
Transactions and Currency Option Transactions (as defined below), each Confirmation shall be
deemed to incorporate the 2006 ISDA Definitions (the 2006 Definitions), published by the
International Swap Dealers Association, Inc.. In the event of any inconsistency (1) between
the provisions of the Definitions and this Agreement, this Agreement will prevail, (2) between
the provisions of a Confirmation and the Definitions, the Confirmation will prevail, and (3)
between the provisions of a Confirmation and this Agreement, such Confirmation will prevail
for the purpose of the relevant Transaction.
 (g)
    
    Change of Account. Section 2(b) is hereby amended by adding the following at the end
thereof:
 26




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##### 



and provided that, unless the other party consents (which consent shall not be unreasonably
withheld), such new account shall be in the same tax jurisdiction as the original account.(h)
    
    All Confirmations.With respect to each Transaction, Party A will, on or promptly after the
Trade Date thereof, send Party B a Confirmation substantially in the form of Confirmation used
by Party A or in such other form as agreed by the parties. Party B will promptly thereafter
(a) confirm the accuracy of such Confirmation or (b) request the correction of such
Confirmation, indicating how the terms of such Confirmation should be correctly stated and
such other terms should be added to or deleted from such Confirmation to make it correct.(i)
    
    Transfer.The following amendments are hereby made to Section 7:
   (j)
    
    Severability.If any term, provision, covenant, or condition of this Agreement, or the
application thereof to any party or circumstance, shall be held to be illegal, invalid or
unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants
and conditions hereof shall continue in full force and effect as if this Agreement had been
executed with the illegal, invalid or unenforceable portion eliminated, so long as this
Agreement as so modified continues to express, without material change, the original
intentions of the parties as to the subject matter of this Agreement and the deletion of such
portion of this Agreement will not substantially impair the respective benefits or
expectations of the parties to this Agreement. It shall in particular be understood that this
Severability clause shall not affect the single agreement concept of Section 1(c) of the
Master Agreement.
 PART 6: Additional Terms for Foreign Exchange and Foreign Exchange Option Transactions
 (a)
    
    Incorporation of Definitions. The 1998 FX and Currency Option Definitions (the
Definitions), published by the International Swaps and Derivatives Association, Inc., the
Emerging Markets Traders Association and the Foreign Exchange Committee, are hereby
incorporated by reference with respect to FX Transactions (as defined in the Definitions) and
Currency Option Transactions (as defined in the Definitions). Terms defined in the Definitions
shall have the same meanings in this Part 6.
 (b)
    
    Scope.Unless otherwise agreed in writing by the parties, each FX Transaction and Currency
Option Transaction entered into between the parties before, on or after the date of this
Agreement shall be a Transaction under this Agreement and shall be part of, subject to and
governed by this Agreement. FX Transactions and Currency Option Transactions shall be part of,
subject to and governed by this Agreement even if the Confirmation in respect thereof does not
state that such FX Transaction or Currency Option Transaction is subject to or governed by
this Agreement or does not otherwise reference this Agreement.
 (c)
    
    Where an FX Transaction or Currency Option is confirmed by means of exchange of electronic
messages on an electronic messaging system or other document or other confirming evidence
exchanged between the parties confirming such Transaction such messages, document or evidence
 27




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##### 



will constitute a Confirmation for the purposes of this Agreement even where not so
specified therein
 28




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##### 



GMAC LLC
    
    RESIDENTIAL CAPITAL, LLCBy:
    
    
    
    By:Name:
    
    
    
    Name:Title:
    
    
    
    Title:




---



##### 



FOREIGN EXCHANGE FORWARD CONFIRMATION
 Date:
    
    August 18, 2008To:
    
    RESIDENTIAL CAPITAL, LLC (Party B)From:
    
    GMAC LLC (Party A)Transaction Reference Number:
    
    US1614
  Definitions
 Master
Agreement
  Trade Date:
    
    August 18, 2008Notional Amount:
    
    EUR 128,000,000, subject to reduction on any Partial Termination Date
pursuant to Part 1(h)(iv) of the Schedule.Amount and currency payable by Party A:
    
    USD 184,910,464, subject to partial payment and reduction on any Partial Termination Date
pursuant to Part 1(h)(iv) of the Schedule.Amount and currency payable by Party B:
    
    EUR 128,000,000, subject to partial payment and reduction on any Partial Termination Date
pursuant to Part 1(h)(iv) of the Schedule.Settlement Date:
    
    April 30, 2010, subject to partial termination pursuant to Part 1(h)(iv)
of the Schedule.Other terms and conditions:Business Day Convention:
    
    FollowingBusiness Day:
    
    New York
  2




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##### 



Calculation Agent:
    
    Party ANo Netting on Partial 
Termination Date:
    
    The parties agree that there is no netting of payments on any Partial Early
Termination Date unless the parties agree in writing to net any such payments.
  3




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##### 



4




---



##### 



GMAC LLCBy:Name:Title: Second Amendment




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##### 



Accepted and confirmed as of
the date first above written:RESIDENTIAL CAPITAL, LLCByName:
 Second Amendment




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##### 



Exhibit B to Amendment
 FORM OF INTERIM BORROWING BASE REPORT
 
  Section 2.03(b) Loan Agreement RFC GMAC Mortgage Borrowers Initial Lender Guarantor Lender Lenders Lender Agent Schedule 1.01
 
 
 
 
 Second Amendment




---



##### 



Residential Funding Company, LLCBy:Name:Title:GMAC Mortgage, LLCBy:Name:Title: 
 *
    
    Form to be amended from time to time by agreement of the parties. Second Amendment




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##### 



Exhibit C to Amendment
 FORM OF AMENDMENT TO COLLATERAL VALUE REPORT AND
REINVESTMENT CERTIFICATE
 
 st
      
 
   
 Second Amendment




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##### 




 
    
 Residential Funding Company, LLCBy:Name: James YoungTitle: Chief Financial OfficerGMAC Mortgage, LLCBy:Name: James YoungTitle: Chief Financial Officer
 Second Amendment




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##### 



Exhibit D to Amendment
 FORM OF SECURITY AGREEMENT AMENDMENT
 Second Amendment




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##### 



EXECUTION VERSION




---



##### 



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




---



##### 



Hedge Obligations
 Net Hedge Settlement Amount
 Amendment to Section 12
  Amendment to Schedule VI
 2




---



##### 



InterestType of
    
    

    Interest Owned
    
    
    

    
    
    
    
    
    % of Interests ofPledged Interests Issuer
    
    Interests
    
    by Pledgor
    

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




---



##### 



First Priority Obligations
 Consent to Amendments to Facility Documents
 Amendment to Joinder Agreement
  Representations and Warranties
   First Amendment
 4




---



##### 



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




---



##### 



First Amendment
 6




---



##### 



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




---



##### 



GMAC LLC,
as Lender Agent and LenderBy:

/s/  David C.  WalkerName:
    David C.  WalkerTitle:
    Group Vice President & Treasurer First Amendment




---



##### 



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




---



##### 



Acknowledged and Agreed:
RESIDENTIAL CAPITAL LLC, 
as GrantorBy:
    /s/  Elizabeth T. KellyName:
    Elizabeth T. KellyTitle:
    Assistant Treasurer GMAC RESIDENTIAL HOLDING COMPANY, 
LLC, as GrantorBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant Treasurer GMAC-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




---



##### 



Acknowledged and Agreed:
RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC, as GrantorBy:
    /s/  Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant Treasurer RESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC, as GrantorBy:
    /s/  Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant Treasurer HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC, as GrantorBy:
    /s/  Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant Treasurer EQUITY INVESTMENT I, LLC, as GrantorBy:
    /s/ Donald L. McConnellName:  Donald L. McConnellTitle:  Asst. Secretary DEVELOPERS OF HIDDEN SPRINGS, LLC, as GrantorBy:
    /s/ Donald L. McConnellName:  Donald L. McConnellTitle:  Asst. Secretary First Amendment




---



##### 



DOA HOLDING PROPERTIES, LLC, 
as GrantorBy:
    /s/  Donald L. McConellName:
    Donald L. McConellTitle:
    Asst. Secretary RFC 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. McConellName:
    Donald L. McConellTitle:
    Asst. Secretary EQUITY INVESTMENT IV, LLC as GrantorBy:
    /s/  Donald L. McConellName:
    Donald L. McConellTitle:
    Asst. Secretary GMAC HOME SERVICES, LLC as GrantorBy:
    /s/ James N. YoungName:  James N. YoungTitle:  Chief Financial Officer First Amendment




---



##### 



Exhibit A
 Revised Schedules and Attachments
 First Amendment




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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 Corporation
                       RFC 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.




---



##### 



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.




---



##### 



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




---



##### 



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
 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




---



##### 



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.




---



##### 



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
 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
 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
    
    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




---



##### 



Jurisdiction ofIncorporationParent
    
    Subsidiary
    
    (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 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
    
    Delaware




---



##### 



Jurisdiction ofIncorporationParent
    
    Subsidiary
    
    (Subsidiary)DOA Properties III (Models), LLC
    
    DelawareDOA Properties IIIB (KB Models), LLC
    
    DelawareDOA 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
 (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
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




---



##### 



(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 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
 (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
 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
    
    37,350,001
    9

    
    37,350,001
    5

    
    Residential Funding
Company, LLC
    
    
    65
    %
 
 8
    
    This is a cooperative with excluded
liability.9
    
    These are ordinary shares.




---



##### 



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
    %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
    %




---



##### 



InterestPledged Interests
    
    Type of
    
    Interests Owned
    
    
    
    % of Interests ofIssuer
    
    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
    %




---



##### 



InterestPledged Interests
    
    Type of
    
    Interests Owned
    
    
    
    % of Interests ofIssuer
    
    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
    %




---



##### 



InterestPledged Interests
    
    Type of
    
    Interests Owned
    
    
    
    % of Interests ofIssuer
    
    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
    %




---



##### 



InterestPledged Interests
    
    Type of
    
    Interests Owned
    
    
    
    % of Interests ofIssuer
    
    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
    
    188,117,940
    
    1
    
    Residential Funding
    
    65%Holdings Limited
    
    
    
    
    
    Company, LLCGMAC-RFC
    
    100
    
    1
    
    Residential Funding
    
    65%Europe Limited
    
    
    
    
    
    Company, LLCRFC Investments
    
    5,000,000
    
    1
    
    Residential Funding
    
    65%Limited
    
    
    
    
    
    Company, LLC
 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 2009 issued under the Variable
Funding Loan Note Agreement
dated 4 June 2008
    
    Residential Capital, LLCViaduct (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
 Pledge and Security Agreement
 Annex A
 Annex B Annex A




---



##### 



[ADDITIONAL GRANTOR]By:Name:Title:
 ACKNOWLEDGED AND AGREEDas of the date first above written:GMAC, LLCas 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
 
 i
    
    Notes printed in black and white with original signature.