**SERVICING AGREEMENT**          THIS SERVICING AGREEMENT (this “Agreement”) is made and entered into as of September30, 2008, among Residential Capital, LLC, a Delaware limited liability company (“ResCap”),on behalf of itself and its controlled Affiliates (as defined in the Purchase Agreement (as definedbelow)) and MHPool Holdings LLC, a Delaware limited liability company (“Buyer”), on behalfof itself and Subsidiary.RECITALS          A. ResCap, DOA Holding Properties, LLC, a Delaware limited liability company and indirectwholly-owned subsidiary of ResCap, DOA Properties IIIB (KB Models), LLC, a Delaware limitedliability company and a subsidiary of Holdings (“Subsidiary”) and Buyer entered into thatcertain Purchase Agreement, dated as of September 30, 2008 (the “Purchase Agreement”),pursuant to which, on the Closing Date, Buyer purchased from ResCap, and ResCap sold to Buyer, theInterests.          B. The parties desire to enter into this Agreement on the terms and subject to the conditionsset forth herein.          C. Capitalized terms used but not defined herein shall have the respective meanings set forthin the Purchase Agreement.          NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants andagreements contained in this Agreement, and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, upon the terms and subject to the conditions setforth in this Agreement, the parties hereto, intending to be legally bound, hereby agree asfollows:     1. Agreement to Provide Services.          1.1. Agreement. ResCap hereby agrees to provide, or cause its controlled Affiliatesto provide, or use its commercially reasonable efforts to cause other third parties to provide, toSubsidiary and Buyer, the Services (as defined below) with the same degree of care, skill, anddiligence and in substantially the same manner as such services have been obtained by Subsidiary orany of the Prior Owners with respect to the Subject Assets during the six-month period endedSeptember 30, 2008 (from ResCap or its controlled Affiliates or by virtue of third party servicesmade available by ResCap or its controlled Affiliates) (the “Required Servicing Standard”);provided, however, that ResCap may only use third parties to provide Services solong as such third parties (or similar third parties) provided such Services (directly orindirectly) to Subsidiary as of the Closing Date. The term “Prior Owners” means,collectively, DOA Properties III (Models), LLC and GMAC Model Home Finance, LLC.          1.2. Services. As used in this Agreement, the term “Services” means allservices obtained by Subsidiary or a Prior Owner with respect to the Subject Assets
 

 
during the six-month period ended September 30, 2008 (from ResCap or its controlled Affiliatesor by virtue of third party services made available by ResCap or its controlled Affiliates) thatare necessary or advisable, in the reasonable judgment of Buyer, to own, operate and maintain theSubject Assets as owned, operated and maintained by Subsidiary or a Prior Owner during thesix-month period ended September 30, 2008, including, without limitation, the services described inthe schedules attached hereto (the “Schedules”).          1.3. Change in Services. Any material change in the manner in which the Services areprovided (a “Material Change in Service”), including any change in the employees or thirdparties providing such Services, shall require Buyer’s prior written consent, which consent shallnot be unreasonably withheld, delayed or conditioned. To the fullest extent practicable, Buyershall receive a written request for consent from ResCap at least five business days prior to anyproposed Material Change in Service, together with reasonable documentation describing the materialterms of such proposed Material Change in Service. Notwithstanding the foregoing, Buyeracknowledges that certain Material Changes in Service may be outside of ResCap’s control(“Involuntary Changes”), including the resignation of any employee or the termination byany third party service provider of its provision of services to ResCap, and that any InvoluntaryChange shall not require Buyer’s prior written consent; provided, that (i) ResCap shall confer withBuyer in determining the appropriate course of conduct in addressing any Involuntary Changes and(ii) ResCap shall obtain Buyer’s written consent (not to be unreasonably withheld, delayed orconditioned) prior to taking any action in response to such Involuntary Change that, if taken,would constitute a Material Change in Service.     2. Payment of Services.          2.1. Service Costs. From Closing until the thirty (30) day anniversary thereof,ResCap shall bear all costs of providing the Services. Thereafter, in consideration for eachService, Buyer shall reimburse ResCap as set forth on Schedule I hereto.          2.2. Invoicing of Service Costs. During the applicable term of each Service, ResCapshall invoice Buyer for the Applicable Service Cost promptly after the end of each calendar monthduring such term. Buyer shall include with each invoice a reasonably detailed description of theServices performed, the costs charged, and such other details as may be necessary to support theinvoice. All undisputed invoices shall be paid by Buyer to ResCap by wire transfer of immediatelyavailable funds not later than sixty (60) calendar days after receipt by Buyer of ResCap’s invoice,in accordance with the wiring instructions provided by ResCap to Buyer.          2.3. Service Cost Disputes. In the event that Buyer has a good faith dispute withregard to any costs invoiced by ResCap hereunder, Buyer shall provide ResCap with written notice ofsuch dispute, together with a reasonably detailed explanation of such dispute, at or prior to thetime payment would have otherwise been due, and Buyer may withhold payment of any disputed amountspending resolution of the dispute. Buyer’s failure to pay amounts disputed in accordance with thepreceding
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sentence shall not be grounds for a claim of breach or suspension of the provision of Servicesby ResCap, its controlled Affiliates or any third party service provider.          2.4. Records and Inspection. During the term of this Agreement, ResCap shall maintaincomplete and accurate records of the Services provided, costs invoiced to Buyer and payments madethereunder. All such records shall be available for inspection by Buyer or its representative.     3. Relationship between the Parties.          3.1. Independent Contractors. ResCap, its controlled Affiliates and any third partyservice providers in the performance of the Services, shall be acting as independent contractors toSubsidiary and Buyer and its Affiliates, and not as partners, joint venturers or agents of Buyer.Neither ResCap nor Buyer intends to create by this Agreement an employer-employee relationship.Each of ResCap, its controlled Affiliates and any third party service providers, on the one hand,and Subsidiary and Buyer, on the other hand, shall retain control over their respective personnel,and their respective employees shall not be considered employees of the other. Except as expresslyprovided pursuant to any signing authority granted pursuant to any power of attorney or writtenconsent of the board of directors of Buyer, neither ResCap, any of its controlled Affiliates or anythird party service providers, on the one hand, nor Subsidiary or Buyer, on the other hand, shallhave any right, power or authority to create any obligation, express or implied, on behalf of theother pursuant to this Agreement.          3.2. Cooperation. ResCap shall, and shall cause its controlled Affiliates to, andshall use its commercially reasonable efforts to cause its, employees, agents, representatives,third party service providers and subcontractors to, cooperate fully with Buyer, its Affiliates andtheir respective employees, agents and representatives to facilitate, in all respects, theprovision of Services to Buyer and its Affiliates. Buyer shall and shall use its commerciallyreasonable efforts to cause its respective employees, agents, representatives and subcontractorsto, cooperate fully with ResCap, its controlled Affiliates and their respective employees, agentsand representatives to facilitate, in all respects, the provision of Services to Buyer.          3.3. Steering Committee. As promptly as practicable, ResCap and Buyer shall form asteering committee (the “Steering Committee”), which shall consist of two individuals, oneof whom shall be nominated by ResCap and one of whom shall be nominated by Buyer. Subject toSection 1.3, to the fullest extent practicable, ResCap shall keep the Steering Committee reasonablyinformed of all proposed changes to the provision of Services and consult with the SteeringCommittee prior to taking any such action that would reasonably be expected to adversely affect theprovision of Services hereunder.
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     4. Service Standard; Compliance with Laws.          4.1. Service Standard. ResCap shall, or shall cause its controlled Affiliates to, orshall use its commercially reasonable efforts to cause its third party service providers to,provide the Services.          4.2. Compliance With Laws. Neither ResCap nor any of its controlled Affiliates shallviolate any applicable Laws in connection with its performance of the Services.          4.3. Third Party Service Provider. In each instance hereunder where ResCap shall usea third party service provider to provide the Services, ResCap shall use its commerciallyreasonably efforts to cause such third party service providers to provide the Services inaccordance with the Required Servicing Standard and other applicable terms hereof. Notwithstandingthe foregoing, any failure of any such third party service provider to perform any Services inaccordance with the Required Servicing Standard or other applicable terms hereof shall constitute abreach by ResCap of the Requisite Servicing Standard or such other term, as the case may be, andSubsidiary and Buyer shall be entitled to the remedies provided in this Agreement with respect tosuch ResCap breach.     5. Service Disruptions. If ResCap, its controlled Affiliates’ or any third partyservice provider’s performance of any Services is interrupted in whole or in part for any reasonfor more than three (3) full Business Days, then Subsidiary andBuyer has the right (inaddition to any other remedies available under this Agreement or by Law), at ResCap’s sole cost andexpense, to make commercially reasonable arrangements to procure such interrupted Services from analternative source for the period and to the extent reasonably necessitated by such interruption,or, if longer, for the duration of the contract entered into with such alternative source(provided, that Buyer shall use commercially reasonable efforts to limit theduration of the contract with such alternate source to the shortest period of time that isreasonably practical).     6. Indemnification.          6.1. Buyer Indemnity. Buyer shall indemnify, defend and hold harmless ResCap, itscontrolled Affiliates and its and their respective officers, directors, managers, partners,members, employees, successors and assigns (collectively, the “ResCap Indemnified Parties”)from and against all Losses arising out of any third party claims in connection with or arisingfrom the performance of the obligations of ResCap and its controlled Affiliates under thisAgreement, except to the extent such Losses arise out of (i) the gross negligence or willfulmisconduct of ResCap or any of its controlled Affiliates in the performance of its obligationsunder this Agreement, or (ii) any claim that any of the Services violates or infringes on anyintellectual property rights of any third party.          6.2. ResCap Indemnity. ResCap shall indemnify, defend and hold harmless Buyer, itsAffiliates (including, for the avoidance of doubt, Subsidiary) and its
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and their respective officers, directors, managers, partners, members, employees, successorsand assigns (collectively, the “ Buyer Indemnified Parties”) from and against all Lossesarising out of (i) the gross negligence or willful misconduct of ResCap or any of its controlledAffiliates in the performance of its obligations under this Agreement, or (ii) any claim that anyof the Services violates or infringes on any intellectual property rights of any third party.          6.3. Procedure. The indemnified party shall promptly notify the indemnifying party ofany action for which an indemnified party intends to claim indemnification hereunder(provided, however, that the failure to so notify the indemnifying party will notrelieve the indemnifying party from its indemnification obligations, except to the extent (and onlyto the extent) that the indemnifying party is prejudiced by such failure). The indemnified partyagrees that that the indemnifying party will have the right to assume and control the defense orsettlement of such action, with counsel chosen by the indemnifying party and reasonably acceptableto the indemnified party; provided, however, that (i) if the indemnifying partyassumes the defense of any action, it shall have conclusively established its obligation toindemnify the indemnified party with respect to such action and (ii) the indemnifying party shallnot enter into any settlement or compromise of any such claim in the event such settlement orcompromise imposes any liability or obligation on the indemnified party without the indemnifiedparty’s prior written consent (which consent shall not be unreasonably withheld, conditioned ordelayed). The indemnified party agrees to cooperate in all reasonable respects with theindemnifying party and its legal representatives in the investigation and defense of any actioncovered by indemnification hereunder.          6.4. Limitation of Liability. NEITHER RESCAP NOR BUYER SHALL BE REQUIRED TO INDEMNIFYTHE OTHER OR THE OTHER’S CONTROLLED AFFILIATES FOR ANY EXEMPLARY, PUNITIVE, TREBLE, SPECIAL,INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES, LOST PROFITS OR INTERNAL COSTS;PROVIDEDHOWEVER, THAT, IF ANY INDEMNIFIED PARTY IS HELD LIABLE PURSUANT TO ATHIRD-PARTY CLAIM FOR ANY OF SUCH DAMAGES AND THE INDEMNIFYING PARTY IS OBLIGATED TO INDEMNIFY SUCHINDEMNIFIED PARTY UNDER SECTION 6.1 OR SECTION 6.2 OF THIS AGREEMENT, THEN THEINDEMNIFYING PARTY SHALL BE LIABLE FOR AND OBLIGATED TO REIMBURSE THE INDEMNIFIED PARTY FOR SUCHDAMAGES.     7. Term and Termination.          7.1. Term. This Agreement shall be effective from and after the Closing Date andcontinue until the earlier of (i) the date on which all Services have been terminated in accordancewith the terms hereof and (ii) the dissolution of Buyer. This Agreement shall terminateautomatically (without further action by any of the parties hereto) at the end of the term setforth in the preceding sentence. ResCap shall provide, or cause to be provided to, Buyer andSubsidiary each Service until the earlier to occur of (i) the date on which Buyer notifies ResCapin writing to terminate such Service pursuant to Section 7.2 hereof and (ii) the dissolution ofBuyer.
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          7.2. Termination of Services. Buyer may terminate its right to receive any particularService for any or no reason by providing ResCap not less than thirty (30) days’ prior writtennotice setting forth the termination date for such Service.          7.3. Obligations on Termination. Upon any termination of this Agreement or anyService, (i) ResCap shall cooperate, and cause its controlled Affiliates to cooperate, and shalluse its commercially reasonably efforts to cause its third party service providers to cooperate,with all reasonable requests by Buyer in connection with the transition of such Services, includingthe transfer and retention of records and data pertaining to the Services or the Subsidiary toBuyer or its designees (in a mutually agreed industry standard electronic format), (ii) ResCapshall return to Buyer or, to the extent permitted by applicable Law, destroy, at Buyer’s option,all Confidential Information (including data) relating to the Subsidiary or the Services that is inResCap’s, any of its controlled Affiliates’ or any third party service provider’s possession orcontrol; (iii) no party hereto shall be relieved of any liability for any breach or nonfulfillmentof any of its obligations hereunder with respect to such Service prior to termination of suchService; and (iv) Section 2 (as to any unpaid amounts), Sections 6, 8 and 9 and this Section 7shall survive any termination of this Agreement or of any Service.     8. Confidentiality.          8.1. Confidential Information. As used in this Agreement, “ConfidentialInformation” means any and all non-public information, in any form, furnished or made availabledirectly or indirectly by one party hereto or any of its Affiliates (the “DisclosingParty”) to the other hereto or any of its Affiliates or third party service providers (the“Receiving Party”) pursuant to this Agreement, and in the case of Buyer as the DisclosingParty the term Confidential Information shall also include any non-public information concerningBuyer, any of its Affiliates (including, without limitation, Subsidiary) or any of the SubjectAssets.          8.2. Obligations of Confidentiality. The Receiving Party shall protect theConfidential Information of the Disclosing Party by using the same degree of care to prevent theunauthorized use, dissemination, or publication of such Confidential Information as the ReceivingParty uses to protect its own Confidential Information of a similar nature, but in no event shallthe Receiving Party use less than a reasonable standard of care in its treatment of suchConfidential Information. The Receiving Party shall use the Confidential Information solely forthe purposes contemplated by this Agreement, and shall limit its disclosure of such ConfidentialInformation to those employees, other personnel and third party service providers who have a needto know such Confidential Information for such purposes and who are informed of the confidentialnature of such Confidential Information and directed to use, hold and protect such ConfidentialInformation in accordance with this Agreement. The Receiving Party shall be responsible for anybreach of this Section 8.2 by any Person to whom it discloses or provides access toConfidential Information.     8.3. Exclusions.
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          (a) This Agreement imposes no obligation upon the Receiving Party with respect toConfidential Information which (i) is or becomes a matter of public knowledge withoutviolation of this Agreement by the Receiving Party or any other Person to whom the ReceivingParty disclosed or provided access to the Confidential Information of the other party or ofits Affiliates; (ii) is received on a non-confidential basis by the Receiving Party from athird party that, to the knowledge of the Receiving Party, is rightfully in possession of,and with a right to make an unrestricted disclosure of, such information; or (iii) isindependently developed by the Receiving Party without the use of Confidential Informationdisclosed by the Disclosing Party.          (b) If the Receiving Party is required (by applicable law, rule or regulation or asubpoena, court order, similar judicial process, regulatory agency, Governmental Entity,self-regulatory organization or stock exchange rule) to disclose any ConfidentialInformation, the Receiving Party will, to the extent consistent with legal and regulatoryrequirements: (i) promptly notify the Disclosing Party of the existence, terms andcircumstances surrounding such requirement, (ii) reasonably consult with the DisclosingParty on the advisability of taking legally available steps to resist or narrow suchrequirement and (iii) if disclosure of such information is required, to furnish only thatportion of the Confidential Information which the Receiving Party is required to discloseand to reasonably cooperate with the Disclosing Party, at the Disclosing Party’s sole costand expense, to obtain an appropriate protective order or other reliable assurance thatconfidential treatment will be accorded the Confidential Information.          8.4. Ownership of Confidential Information. Neither the Receiving Party nor any ofits controlled Affiliates or third party service providers shall obtain any rights with respect tothe Confidential Information of the Disclosing Party, and in all cases the Disclosing Party shallretain all right, title and interest in its Confidential Information.          8.5. Return of Confidential Information. Upon termination of this Agreement, or atany time upon request by the Disclosing Party, the Receiving Party shall return to the DisclosingParty or, to the extent permitted by applicable Law, destroy, at the Disclosing Party’s option, allConfidential Information of the Disclosing Party that is in the possession or under the control ofthe Receiving Party or any of its controlled Affiliates or third party service providers (includingall copies thereof).     9. General Provisions.          9.1. Miscellaneous Provisions. Sections 8.1, 8.2, 8.5, 8.8, 8.9, 8.10, 8.11 and 8.12of the Purchase Agreement shall apply to this Agreement *mutatis mutandis*as if set forth herein.          9.2. Successors and Assigns. The provisions of this Agreement shall be binding uponand inure to the benefit of the parties hereto and their respective successors, legalrepresentatives and assigns. No party hereto may assign any of its
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rights or delegate any of its obligations under this Agreement, by operation of Law orotherwise, without the prior written consent of the other party hereto; provided,however, that Buyer may assign or delegate, in whole or in part, its rights and obligationsunder this Agreement to any one or more of its Affiliates so long as Buyer remains responsible forthe performance of its obligations hereunder. Nothing in this Agreement, express or implied, isintended to confer upon any Person other than ResCap, Buyer and each of its controlled Affiliates,successors, legal representatives and permitted assigns, any rights or remedies under or by reasonof this Agreement; provided, that, the Buyer Indemnified Parties (solely withrespect to their indemnification rights pursuant to this Agreement) and the ResCap IndemnifiedParties (solely with respect to their indemnification rights pursuant to this Agreement) shall bethird party beneficiaries of such Sections of this Agreement, entitled to enforce those specifiedprovisions hereof.          9.3. Interpretation. The words “hereof,” “herein” and “hereunder” and words of likeimport used in this Agreement shall refer to this Agreement as a whole and not to any particularprovision of this Agreement. Terms defined in the singular in this Agreement shall also includethe plural and vice versa. The captions and headings herein are included for convenience ofreference only and shall be ignored in the construction or interpretation hereof. References toArticles, Sections, and Schedules are to Articles, Sections, and Schedules of this Agreement unlessotherwise specified. Whenever the words “include,” “includes” or “including” are used in thisAgreement, they shall be deemed to be followed by the words “without limitation,” whether or notthey are in fact followed by those words or words of like import. The phrases “the date of thisAgreement,” “the date hereof” and phrases of similar import, unless the context otherwise requires,shall be deemed to refer to the date set forth in the Preamble to this Agreement. The partieshereto have participated jointly in the negotiation and drafting of this Agreement. If anyambiguity or question of intent or interpretation arises, this Agreement shall be construed as ifdrafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoringor disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.          9.4. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.          9.5. Disputes. Any controversy or dispute arising out of this Agreement (each, a“Dispute”), including, without limitation, any dispute under Section 2.3 hereof,shall be submitted to the Steering Committee. If the Steering Committee fails to reach unanimousagreement on the resolution of such Dispute within twenty (20) Business Days, then either ResCap orBuyer may seek remedies under Delaware law, and in connection therewith, such Dispute shall bebrought in the Chancery Court of the State of Delaware, any other state court of the State ofDelaware or the United States District Court for the District of Delaware (the “ChosenCourts”), and solely in connection with claims arising under this Agreement or the transactionsthat are the subject of this Agreement, each Party: (i) irrevocably submits to the exclusivejurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action orproceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are
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an inconvenient forum or do not have jurisdiction over any Party hereto and (iv) agrees thatservice of process upon such Party in any such action or proceeding shall be effective if notice isgiven in accordance with Section 8.1 of the Purchase Agreement. Each Party heretoirrevocably waives any and all right to trial by jury in any legal proceeding arising out of orrelating to this Agreement or the transactions contemplated hereby.          9.6. Entire Agreement. This Agreement (including the Schedules hereto), the PurchaseAgreement and the other Transaction Documents contain the entire agreement between the partieshereto with respect to the subject matter hereof and thereof and supersedes all prior agreementsand understandings, oral or written, with respect to such matters.          9.7. Force Majeure. Subject to Section 5 of this Agreement, neither partyshall be responsible to the other for any delay in or failure of performance of its obligationsunder this Agreement (other than payment obligations under Section 2) to the extent suchdelay or failure is attributable to any cause beyond its reasonable control, including any act ofGod, fire, earthquake, failures of its computers or electronic transmissions (but solely to theextent outside its reasonable control), strike or other labor disputes, war, embargo or othergovernmental act, or riot; provided, however, that the party affected thereby givesthe other party prompt written notice of the occurrence of any event that is likely to cause anydelay or failure setting forth a reasonable estimate of the length of any delay and any expectationthat it shall be unable to resume performance; and provided, further, that saidaffected party shall use its commercially reasonable efforts to expeditiously overcome the effectsof that event and resume performance with the least possible delay. For the avoidance of doubt,Buyer shall not be obligated to pay ResCap or any of its controlled Affiliates for Services duringthe period of time when ResCap is not providing, or causing to be provided, such Services.          9.8. Conflicts. In case of conflict between the terms and conditions of thisAgreement and the Purchase Agreement, the Purchase Agreement shall control.          9.9. Schedules. All Schedules annexed hereto or referred to herein are herebyincorporated in and made a part of this Agreement as if set forth in full herein.[SIGNATURE PAGE FOLLOWS THIS PAGE]
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     IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to be executedas of the date first written above.      RESIDENTIAL CAPITAL, LLC,