RESIDENTIAL CAPITAL, LLCTHIRD SUPPLEMENTAL INDENTURE          THIS THIRD SUPPLEMENTAL INDENTURE, dated as of May 16, 2008 (this “Supplemental Indenture”),is by and among RESIDENTIAL CAPITAL, LLC, a Delaware limited liability company (the “Company”), theguarantors a party hereto (the “Guarantors”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a bankingcorporation duly incorporated and existing under the laws of the State of New York, as trustee (the“Trustee”).RECITALS          WHEREAS, the Company, the Guarantors and the Trustee entered into the Indenture, dated as ofJune 24, 2005, as supplemented by that certain First Supplemental Indenture, dated as of June 24,2005, providing for the issuance originally of $2,500,000,000 aggregate principal amount of 8.375%Notes due June 2010 and $500,000,000 aggregate principal amount of 8.875% Notes due June 2015, andas supplemented by that certain Second Supplemental Indenture, dated as of November 21, 2005 (assupplemented, the “Indenture”);          WHEREAS, in accordance with the Indenture, the Company further issued (i) $750,000,000aggregate principal amount of 8.125% Notes due November 2008 and $500,000,000 aggregate principalamount of Floating Rate Notes due November 2008 pursuant to an Officers’ Certificate, datedNovember 16, 2005, (ii) $1,500,000,000 aggregate principal amount of 8.000% Notes due February 2011and $250,000,000 aggregate principal amount of 8.875% Notes due June 2015 pursuant to an Officers’Certificate dated February 15, 2006, (iii) $750,000,000 aggregate principal amount of Floating RateNotes due April 2009 and $1,750,000,000 aggregate principal amount of 8.500% Notes due April 2013pursuant to an Officers’ Certificate, dated April 11, 2006, (iv) €750,000,000 aggregateprincipal amount of 7.125% Notes due May 2012 and £400,000,000 aggregate principal amount of 8.375%Notes due May 2013 pursuant to an Officers’ Certificate, dated May 11, 2006, (v) $1,250,000,000aggregate principal amount of Floating Rate Notes due June 2008 pursuant to an Officers’Certificate, dated December 4, 2006, (vi) $1,000,000,000 aggregate principal amount of FloatingRate Notes due May 2009 and $1,250,000,000 aggregate principal amount of 8.500% Notes due June 2012pursuant to an Officers’ Certificate, dated May 22, 2007, and (vii) €600,000,000 aggregateprincipal amount of Floating Rate Notes due September 2010 and £400,000,000 aggregate principalamount of 9.875% Notes due July 2014 pursuant to an Officers’ Certificate, dated June 27, 2007;          WHEREAS, Section 10.02 of the Indenture provides that the Indenture may be amended with theconsent of the Holders of not less than a majority in the aggregate principal amount of theSecurities of all series then outstanding, voting together as a single class (subject to certainexceptions);          WHEREAS, the Company has commenced offers to exchange and offers to purchase for cash relatingto any and all outstanding Securities and a consent solicitation with respect to the amendments tothe Indenture set forth herein (collectively, the “offers and consent solicitation”), each pursuantto a Confidential Offering Memorandum and Consent Solicitation Statement, dated as of May 5, 2008;          WHEREAS, the Company and the Guarantors desire and have requested the Trustee to join withthem in entering into this Supplemental Indenture for the purpose of amending the Indenture incertain respects as permitted by Section 10.02 of the Indenture;
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          WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by theBoard of Directors of the Company and of each Guarantor; and          WHEREAS, (1) the Company has received the consent of Holders of a majority in the aggregateprincipal amount of the outstanding Securities of all series, voting together as a single class,and has satisfied all other conditions precedent, if any, provided under the Indenture to enablethe Company, the Guarantors and the Trustee to enter into this Supplemental Indenture, all ascertified by an Officers’ Certificate and a Resolution of the Board of Directors of the Company,delivered to the Trustee simultaneously with the execution and delivery of this SupplementalIndenture as contemplated by Sections 7.02, 10.02 and 15.04 of the Indenture, and (2) the Companyhas delivered to the Trustee simultaneously with the execution and delivery of this SupplementalIndenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Sections7.02, 10.03 and 15.04 of the Indenture.          NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for thebenefit of the others and for the equal and ratable benefit of the Holders of the Securities of allseries, as follows:ARTICLE I