EXECUTION VERSION




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TABLE OF CONTENTS
 Page1.
    
    Definitions
    
    
    22.
    
    Grant of Security Interest by the Company, the Guarantors and Model Home
    
    
    93.
    
    Grant of Security Interest by Equity Pledgors
    
    
    114.
    
    Grant of Security Interest by FABS Grantors
    
    
    125.
    
    Grant of Security Interest by Additional Account Parties
    
    
    136.
    
    Third Priority Nature of Liens
    
    
    137.
    
    Representations and Warranties
    
    
    148.
    
    Grantor Remains Liable; Nature of Security Interest; Subrogation, etc.
    
    
    179.
    
    Collections, etc.
    
    
    1810.
    
    Release
    
    
    1811.
    
    Agreements of the Grantors
    
    
    1912.
    
    Agreement as to Investment Property; Voting
    
    
    2213.
    
    Defaults and Events of Default; Remedies
    
    
    2514.
    
    Limitation on Duty in Respect of Collateral
    
    
    2815.
    
    Special Provisions Relating to the Third Priority Collateral Agent
    
    
    2916.
    
    General
    
    
    36
 -i-




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THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT  AND IRREVOCABLE PROXY
 Agreement Company GMAC Mortgage RFC Homecomings RFC Holdings Residential Guarantor Guarantors Model Home Developers DOA Equity Pledgor Equity Pledgors RAHI PATI FABS Grantor FABS Grantors Residential
Mortgage Residential Funding Homecomings Financial Equity I Additional Account
Party Additional Account Parties Section 16 Grantor Grantors Trustee Third Priority Collateral
Agent
 WITNESSETH:
 Notes Indenture
 Guaranty
 Section 18




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Definitions
 Assets
 Assigned Documents
 Bailment Collateral
 Bilateral Facility
 Carrying Value
 Collateral Sections 2 3 4 5
 Collateral Control Agent
 Computer Hardware and Software clause (a)
 -2-




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clauses
(a) (b) (c)
 Deed of Charge
 Default
 Discharge of First Priority Claims
 Discharge of Second Priority Claims
 Distributions
 Dividends
 Dutch Assets
 Dutch Membership Interests vorderingsrechten lid lidmaatschap
 Dutch Security Documents
 Dutch VFLN Agreement
 Dutch VFLN Note
 Dutch VFLN Receivables vorderingsrechten regres subrogatie
 -3-




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Dutch VFLN Trust Deed
 English Loan Sale and Purchase Agreement
 English Security Documents
 English Security Trustee
 English Sellers
 English Shares Charge
 ERISA
 Event of Default
 Excluded Assets clause (a) (d)
 -4-




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clause (a) (d)
 Exempt Cash Reserve Account
 Financial Asset-Backed Security
 First Priority Collateral Agent
 General Intangibles
 Governmental Authority
 Incremental Advance
 Initial Collateral Schedule VI
 Intellectual Property
 Internal Revenue Code
 -5-




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Mexican Security Documents
 Mortgage Loan
 Non-Tangible Collateral
 Note Issuance Facility Deed
 Notes Documents
 Notes Parties
 Obligations provided
 Pari Passu Third Lien Indebtedness Agent
 Pari Passu Third Lien Indebtedness Agreement
 -6-




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Pari Passu Third Lien Indebtedness Joinder Agreement Attachment V
 Pledged Interest Issuer Item B Attachment I
 Pledged Interests Item
B Attachment I
 Pledged Note Issuer Item D Attachment I
 Pledged Note Lien
 Pledged Notes Item D Attachment I Section
12(j)
 Pledged Property
 Pledged Share Issuer Item A Attachment I
 Pledged Shares
 -7-




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Pledgor
 Primary Collateral
 Property
 Reinvestment Collateral
 REO Property
 Required Secured Parties
 Requirements of Law
 Sales Proceeds Accounts
 Second Priority Collateral Agent
 Secured Parties
 Servicing Contract
 -8-




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Servicing P&I Advance
 Servicing T&I Advance
 UCC provided Section 11
 UK Note
 UK Note Related Security
 UK Pledged Shares Item C Attachment I
 UK Pledged Shares Companies
 GMAC Holdings
 GMAC Europe
 RFC Investments
 UK Pledged Shares Company
 UK Third Priority Deed of Assignment
 UK SPE
 Grant of Security Interest by the Company, the Guarantors and Model Home and Certain Other
Grantors
 -9-




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Schedule VI Schedule VI
   Schedule V
         -10-




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Item A Attachment I Item D Attachment I Item B Attachment I clause (m)(i)
         provided Section 2
  Grant of Security Interest by Equity Pledgors
 -11-




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Item A Attachment I
  Item
D Attachment I
   Item B Attachment I
     provided Section 3
 Grant of Security Interest by FABS Grantors
  -12-




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Exhibit A Schedule VI
    provided Section 4
 Grant of Security Interest by Additional Account Parties
 Schedule X
  provided Section 5
 Third Priority Nature of Liens
 -13-




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Representations and Warranties
     Schedule I
 Schedule II
 Schedule III
 Schedule III
 -14-




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Schedule IV
 Schedule V
 Schedule VII
 Schedule IX
 Schedule I
      -15-




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Attachment I
  Attachment I Attachment I
 Schedule XI
        -16-




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Grantor Remains Liable; Nature of Security Interest; Subrogation, etc
  Section 16
  -17-




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Section 8(c)
  Collections, etc
 Release
 -18-




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Attachments III IV
 Agreements of the Grantors
  provided clauses (x) (xi)
 Schedules I II
  -19-




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provided Section 11(a)(iii)
        -20-




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Schedule V
   provided
    -21-




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Section 11
 statuten lidmaatschap
  Agreement as to Investment Property; Voting
 provided
  -22-




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clause (g)
 -23-




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Section 12(h)
  Section 13(f)
 clause (ii)
 Section
12(h)(ii) provided however
 -24-




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provided
  Defaults and Events of Default; Remedies
  -25-




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clause (i) EACH GRANTOR HEREBY ACKNOWLEDGES, CONSENTS AND
AGREES THAT THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 13 IS IRREVOCABLE AND
COUPLED WITH AN INTEREST AND SHALL BE EFFECTIVE UNTIL ALL OBLIGATIONS HAVE BEEN PAID IN FULL IN
CASH.
 clause (a) clauses (c) (g) Section 13
  clause (i)
  first second first
 -26-




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-27-




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Limitation on Duty in Respect of Collateral
  -28-




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Special Provisions Relating to the Third Priority Collateral Agent
  Dollars Judgment
Currency Section 15
   -29-




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-30-




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-31-




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-32-




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Section 15
 -33-




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Indemnified Parties provided
 clause (bb) clause
(bb)
 -34-




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-35-




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Section 15
   Section
15
    General Attachment II Joinder Agreement
 -36-




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Section 11(a)
 Schedule I
    Affected Person
 -37-




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Maximum
Amount
   THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (BUT WITH REFERENCE TO SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH BY ITS TERMS APPLIES TO THIS AGREEMENT).
 EACH PARTY HEREBY REPRESENTS AND WARRANTS THAT IT HAS NO RIGHT TO IMMUNITY FROM THE SERVICE OF
PROCESS OR JURISDICTION OR ANY JUDI-
 -38-




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CIAL PROCEEDINGS OF ANY COMPETENT COURT OR FROM EXECUTION OF ANY JUDGMENT OR FROM THE
EXECUTION OR ENFORCEMENT THEREIN OF ANY ARBITRATION DECISION IN RESPECT OF ANY SUIT, ACTION,
PROCEEDING OR ANY OTHER MATTER ARISING OUT OF OR RELATING TO ITS OBLIGATIONS UNDER THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND TO THE EXTENT THAT ANY PARTY IS OR BECOMES ENTITLED TO
ANY SUCH IMMUNITY WITH RESPECT TO THE SERVICE OF PROCESS OR JURISDICTION OR ANY JUDICIAL
PROCEEDINGS OF ANY COMPETENT COURT, AND TO THE EXTENT PERMITTED BY LAW, IT DOES HEREBY AND WILL
IRREVOCABLY AND UNCONDITIONALLY AGREE NOT TO PLEAD OR CLAIM ANY SUCH IMMUNITY WITH RESPECT TO ITS
OBLIGATIONS OR ANY OTHER MATTER UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
 EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY
CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
EACH PARTY HERETO HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT, OR ANY DOCUMENT DELIVERED PURSUANT HERETO BY THE MAILING OF A COPY
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS
RESPECTIVE ADDRESS SPECIFIED AT THE TIME FOR NOTICES UNDER THIS AGREEMENT OR TO ANY OTHER ADDRESS
OF WHICH IT SHALL HAVE GIVEN WRITTEN OR ELECTRONIC NOTICE TO THE OTHER PARTIES. THE FOREGOING
SHALL NOT LIMIT THE ABILITY OF ANY PARTY HERETO TO BRING SUIT IN THE COURTS OF ANY JURISDICTION.
 EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH
RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
 provided
 provided however
 Foreign Pledge Agreements
 -39-




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Adjustment Amount provided
 Pari Passu Third Lien Indebtedness
 Sections 11 12
 Intercreditor Matters
 Section 13(f) Section 19
 -40-




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Section 15 Section
15
  -41-




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RESIDENTIAL CAPITAL, LLC,
as GrantorBy:
    /s/ James N. YoungName:
    James N. YoungTitle:
    Chief Financial OfficerRESIDENTIAL FUNDING COMPANY, LLC,
as GuarantorBy:
    /s/ James N. YoungName:
    James N. YoungTitle:
    Chief Financial OfficerGMAC MORTGAGE, LLC,
as GuarantorBy:
    /s/ James N. YoungName:
    James N. YoungTitle:
    Chief Financial OfficerHOMECOMINGS FINANCIAL, LLC,
as GuarantorBy:
    /s/ James N. YoungName:
    James N. YoungTitle:
    Chief Financial OfficerGMAC-RFC HOLDING COMPANY, LLC,
as GuarantorBy:
    /s/ James N. YoungName:
    James N. YoungTitle:
    Chief Financial Officer -42-




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GMAC RESIDENTIAL HOLDING COMPANY, LLC,
as GuarantorBy:
    /s/ James N. YoungName:
    James N. YoungTitle:
    Chief Financial OfficerGMAC MODEL HOME FINANCE, LLC,
as a GrantorBy:
    /s/ Michael FrantaName:
    Michael FrantaTitle:
    PresidentDEVELOPERS OF HIDDEN SPRINGS, LLC,
as Equity PledgorBy:
    /s/ Michael FrantaName:
    Michael FrantaTitle:
    PresidentDOA HOLDING PROPERTIES, LLC,
as Equity PledgorBy:
    /s/ Michael FrantaName:
    Michael FrantaTitle:
    PresidentRFC ASSET HOLDINGS II, LLC,
as FABS GrantorBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant TreasurerPASSIVE ASSET TRANSACTIONS, LLC,
as FABS GrantorBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant Treasurer -43-




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RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC,
as Additional Account PartyBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant TreasurerRESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC,
as Additional Account PartyBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant TreasurerHOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC,
as Additional Account PartyBy:
    /s/ Melissa WhiteName:
    Melissa WhiteTitle:
    Assistant TreasurerEQUITY INVESTMENT I, LLC,
as Additional Account PartyBy:
    /s/ Michael FrantaName:
    Michael FrantaTitle:
    PresidentU.S. BANK NATIONAL ASSOCIATION,
as TrusteeBy:
    /s/ Richard ProkoschName:
    Richard ProkoschTitle:
    Vice President -44-




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WELLS FARGO BANK, N.A.,
as Third Priority Collateral AgentBy:
    /s/ Nicholas D. TallyName:
    Nicholas D. TallyTitle:
    Vice President -45-




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SCHEDULE I
TO THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 GRANTOR INFORMATION
 RESIDENTIAL FUNDING COMPANY, LLC
 
 GMAC MORTGAGE, LLC
 
 RESIDENTIAL CAPITAL, LLC
 
 HOMECOMINGS FINANCIAL, LLC




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GMAC-RFC HOLDING COMPANY, LLC
 
 GMAC RESIDENTIAL HOLDING COMPANY, LLC
 
 GMAC MODEL HOME FINANCE, LLC
 
 RFC ASSET HOLDINGS II, LLC
 
 
 PASSIVE ASSET TRANSACTIONS, LLC




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




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HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC




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




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SCHEDULE III
TO THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 TRADE NAMES; PRIOR LEGAL NAMES; MERGERS
 1.
    
    Trade Names; Prior Legal NamesRESIDENTIAL FUNDING COMPANY, LLC
 Prior Names:
    
    Residential Funding Corporation
RFC Acquisition Corporation
 GMAC MORTGAGE, LLC
 Prior Names:
    
    GMAC Mortgage Corporation
 RESIDENTIAL CAPITAL, LLC
 Prior Names:
    
    Residential Capital Corporation
 HOMECOMINGS FINANCIAL, LLC
 Prior Names:
    
    Homecomings Financial Network, Inc.
Residential Money Centers, Inc.
 GMAC-RFC HOLDING COMPANY, LLC
 Prior Names:
    
    GMAC-RFC Holding Corp.
GMAC RF, Inc.
 GMAC RESIDENTIAL HOLDING COMPANY, LLC
 Prior Names:
    
    GMAC Residential Holding Corp.
 GMAC MODEL HOME FINANCE, LLC
 Prior Names:
    
    National Model Homes, Inc.
Dynex Residential, Inc.
GMAC Model Home Finance, Inc.
GMAC Model Home Finance of Delaware, Inc.
 RFC ASSET HOLDINGS II, LLC
 Prior Names:
    
    RFC Asset Holdings II, Inc.




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PASSIVE ASSET TRANSACTIONS, LLC
 Prior Names:
    
    Passive Asset Transactions, Inc.
 DEVELOPERS OF HIDDEN SPRINGS, LLC
 Prior Names:
    
    Developers of Hidden Springs, Inc.
 DOA HOLDING PROPERTIES, LLC
 Prior Names:
    
    None
 EQUITY INVESTMENT I, LLC
 Prior Names:
    
    Core Equity I, LLC
 RESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC
 Prior Names:
    
    None
 RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC
 Prior Names:
    
    None
 HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC
 Prior Names:
    
    None
 2.
    
    MergersGMAC MORTGAGE, LLCOn October 25, 2006, GMAC Mortgage, LLC merged with GMAC Mortgage Corporation.GMAC-RFC HOLDING COMPANY, LLCOn July 11, 2006, GMAC-RFC Holding Company, LLC merged with GMAC-RFC Holding Corp.DEVELOPERS OF HIDDEN SPRINGS, LLCOn August 10, 2006, Developers of Hidden Springs, LLC merged with Developers of Hidden
Springs, Inc.




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SCHEDULE IV
TO THIRD 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
    
    GMAC MORTGAGE LLC
    
    2002/07/26
    
    Registered
    
    2721143
    
    2003/06/03SOLUTION DELIVERED76434953
    
    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
    
    GMAC MORTGAGE LLC
    
    2002/02/05
    
    Registered
    
    2702661
    
    2003/04/01SOLUTION76494789
    
    SERVICE YOU DESERVE. PEOPLE YOU
    
    GMAC MORTGAGE LLC
    
    2003/03/06
    
    Registered
    
    2808259
    
    2004/01/27TRUST.75604188
    
    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
    
    GMAC MORTGAGE LLC
    
    2003/07/01
    
    Registered
    
    3002328
    
    2005/09/27NEGOTIATOR, AND EXPERTFACILITATOR76627771
    
    P PREMIER SERVICE
    
    GMAC MORTGAGE LLC
    
    2005/01/13
    
    Registered
    
    3039786
    
    2006/01/1078566421
    
    TRUSTED ADVISOR
    
    GMAC MORTGAGE LLC
    
    2005/02/14
    
    Registered
    
    3102238
    
    2006/06/0678646165
    
    DITECH AT WORK
    
    GMAC MORTGAGE LLC
    
    2005/06/08
    
    Registered
    
    3122167
    
    2006/07/25




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Serial No.
    
    Mark
    
    Owner
    
    Filing Date
    
    Status
    
    Reg No.
    
    Reg Date78855597
    
    PACIFIC UNION
    
    GMAC MORTGAGE LLC
    
    2006/04/06
    
    Registered
    
    3206054
    
    2007/02/0678656722
    
    BUYLINE
    
    GMAC MORTGAGE LLC
    
    2005/06/23
    
    Registered
    
    3234981
    
    2007/04/2478635792
    
    ONESTOP HOMEOWNERSHIP SERVICES
    
    GMAC MORTGAGE LLC
    
    2005/05/24
    
    Registered
    
    3265985
    
    2007/07/1778542966
    
    GHS MORTGAGE
    
    GMAC MORTGAGE LLC
    
    2005/01/06
    
    Registered
    
    3288664
    
    2007/09/0476593441
    
    DITECH.COM FREEDOM LOAN
    
    GMAC MORTGAGE LLC
    
    2004/05/21
    
    Registered
    
    3291310
    
    2007/09/1176597261
    
    GO FAST
    
    GMAC MORTGAGE LLC
    
    2004/06/14
    
    Registered
    
    3325181
    
    2007/10/3078566539
    
    EXPERT FACILITATOR
    
    GMAC MORTGAGE LLC
    
    2005/02/14
    
    Registered
    
    3353357
    
    2007/12/1178917057
    
    DITECH ESIGNATURE
    
    GMAC MORTGAGE LLC
    
    2006/06/26
    
    Registered
    
    3396372
    
    2008/03/1178883555
    
    REAL LIFE. REAL SOLUTIONS.
    
    GMAC MORTGAGE LLC
    
    2006/05/15
    
    Registered
    
    3314584
    
    2007/10/1678887861
    
    DITECH GUARANTEE
    
    GMAC MORTGAGE, LLC
    
    2006/05/19
    
    Allowed78679328
    
    DITECH MORTGAGE SOLUTIONS
    
    GMAC MORTGAGE, LLC
    
    2005/07/27
    
    Allowed78742599
    
    HOME REWARDS
    
    GMAC MORTGAGE, LLC
    
    2005/10/28
    
    Published78113601
    
    HOME DREAMS ONLINE
    
    GMAC MORTGAGE, LLC
    
    2002/03/08
    
    Registered
    
    2880218
    
    2004/08/3178127454
    
    BUILDER POWER
    
    GMAC MORTGAGE, LLC
    
    2002/05/09
    
    Registered
    
    2896306
    
    2004/10/1976495996
    
    CAL DIRECT HOME LOANS (& DESIGN)
    
    GMAC MORTGAGE, LLC
    
    2003/03/10
    
    Registered
    
    2903746
    
    2004/11/1676560776
    
    PATHWAYS
    
    GMAC MORTGAGE, LLC
    
    2003/11/20
    
    Registered
    
    2910065
    
    2004/12/1476561220
    
    THE HOMESTRETCH PLAN
    
    GMAC MORTGAGE, LLC
    
    2003/11/21
    
    Registered
    
    2910069
    
    2004/12/1476586655
    
    CUOTA UNICA DITECH
    
    GMAC MORTGAGE, LLC
    
    2004/04/14
    
    Registered
    
    2947511
    
    2005/05/1076586659
    
    SMARTWATCH
    
    GMAC MORTGAGE, LLC
    
    2004/04/14
    
    Registered
    
    2982713
    
    2005/08/0976492773
    
    HOMEFLEX
    
    GMAC MORTGAGE, LLC
    
    2003/02/26
    
    Registered
    
    2992858
    
    2005/09/0676576481
    
    DITECH FLAT FEE
    
    GMAC MORTGAGE, LLC
    
    2004/02/20
    
    Registered
    
    3007701
    
    2005/10/1876598815
    
    SETTLE AMERICA
    
    GMAC MORTGAGE, LLC
    
    2004/06/23
    
    Registered
    
    3025621
    
    2005/12/1376586657
    
    BORRON Y CUENTA NUEVA
    
    GMAC MORTGAGE, LLC
    
    2004/04/14
    
    Registered
    
    3047591
    
    2006/01/2478113668
    
    HELPING YOU MANAGE THE
    
    GMAC MORTGAGE, LLC
    
    2002/03/08
    
    Registered
    
    3068871
    
    2006/03/14INVESTMENT IN YOUR HOME76610623
    
    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
    
    2003/03/06
    
    Registered
    
    2914178
    
    2004/12/28HOLDING COMPANY, LLC78855608
    
    PACIFIC UNION ADVANTAGE
    
    GMAC RESIDENTIAL
    
    2006/04/06
    
    AllowedHOLDING COMPANY, LLC




---



##### 



Serial No.
    
    Mark
    
    Owner
    
    Filing Date
    
    Status
    
    Reg No.
    
    Reg Date78566532
    
    SKILLED NEGOTIATOR
    
    GMAC RESIDENTIAL
    
    2005/02/14
    
    PendingHOLDING COMPANY, LLC78797825
    
    FLEXPAT
    
    GMAC RESIDENTIAL
    
    2006/01/24
    
    AllowedHOLDING COMPANY, LLC78923245
    
    SUPPLIER DIRECT (& DESIGN)
    
    GMAC RESIDENTIAL
    
    2006/07/06
    
    Registered
    
    3237366
    
    2007/05/01HOLDING COMPANY, LLC78923210
    
    SUPPLIER DIRECT
    
    GMAC RESIDENTIAL
    
    2006/07/06
    
    Registered
    
    3237365
    
    2007/05/01HOLDING COMPANY, LLC76576712
    
    P
    
    GMAC RESIDENTIAL
    
    2004/02/23
    
    Registered
    
    3361159
    
    2008/01/01HOLDING COMPANY, LLC77127127
    
    KEYCHAIN ALLIANCE
    
    RESIDENTIAL CAPITAL, LLC
    
    
    
    Published78139312
    
    QUICKWISE
    
    RESIDENTIAL FUNDING
    
    2002/06/27
    
    Registered
    
    2707254
    
    2003/04/15COMPANY, LLC74348910
    
    GOAL LINE
    
    RESIDENTIAL FUNDING
    
    1993/01/15
    
    Registered
    
    1829015
    
    1994/03/29COMPANY, LLC74713806
    
    GOAL LOAN
    
    RESIDENTIAL FUNDING
    
    1995/08/10
    
    Registered
    
    1995345
    
    1996/08/20COMPANY, LLC78023446
    
    LINE@PRIME
    
    RESIDENTIAL FUNDING
    
    2000/08/29
    
    Registered
    
    2552727
    
    2002/03/26COMPANY, LLC74275769
    
    RFC
    
    RESIDENTIAL FUNDING
    
    1992/05/15
    
    Registered
    
    1840863
    
    1994/06/21COMPANY, LLC78096942
    
    ALTERNET
    
    RESIDENTIAL FUNDING
    
    2001/12/06
    
    PendingCOMPANY, LLC




---



##### 



Patents
 COUNTRY/TYPE
    
    TITLE
    
    SERIAL NO.
    
    FILED
    
    STATUS
    
    PATENT NO.
    
    ISSUED
    
    Assignment StatusUS  UTILITY
    
    SIMULATION
    
    11484262
    
    2006/07/11
    
    PUBLISHED
    
    
    
    
    
    Assignment toTECHNIQUE FOR
    
    
    
    
    
    
    
    
    
    
    
    Residential FundingGENERATION OF AVM
    
    
    
    
    
    
    
    
    
    
    
    Corporation byAND COLLATERAL RISK
    
    
    
    
    
    
    
    
    
    
    
    Susan Allen andINDICATOR RULE SET
    
    
    
    
    
    
    
    
    
    
    
    Beth HarasimowiczPCT
    
    GENERATION OF AVM
    
    PCTUS0715793
    
    2007/07/11
    
    PUBLISHED
    
    
    
    
    
    Covered by theAND COLLATERAL RISK
    
    
    
    
    
    
    
    
    
    
    
    assignment inINDICATOR RULE SET
    
    
    
    
    
    
    
    
    
    
    
    Serial Number11484262US  UTILITY
    
    SYSTEM AND METHOD
    
    10688321
    
    2003/10/17
    
    OFFICE ACTION
    
    
    
    
    
    Assignment to GMACFOR EVALUATING
    
    
    
    
    
    PENDING
    
    
    
    
    
    RFC by DanSECONDARY MARKET
    
    
    
    
    
    
    
    
    
    
    
    Bettenburg andOPTIONS FOR LOANS
    
    
    
    
    
    
    
    
    
    
    
    Frank Doherty.This will be fixedto show assignmentto ResidentialFunding Company,LLCUS  UTILITY
    
    STORED, TEMPORARY
    
    09952995
    
    2001/09/14
    
    APPEALED
    
    
    
    
    
    Assignment toALTERATION OF
    
    
    
    
    
    
    
    
    
    
    
    Residential FundingBUSINESS LOGIC
    
    
    
    
    
    
    
    
    
    
    
    Corporation byPeter (Ken) Cychoszand Brian Gilkay




---



##### 



SCHEDULE V
TO THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 COMMERCIAL TORT CLAIMS




---



##### 



SCHEDULE VI 
TO THIRD 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 Issue Date.(c)
    
    Mortgage loans insured by the Federal Housing Administration (FHA) or the
U.S. Department of Veterans Affairs (VA) and as to which the applicable borrower has
defaulted and a claim exists against either the VA or the FHA.
 2.
    
    Servicing Advances
 All right, title and interest of either Residential Funding Company, LLC or GMAC
Mortgage, LLC in and to Servicing P&I Advances and Servicing T&I Advances or
Servicing Corporate Advances other than (i) Servicing Contracts with FNMA, Freddie
Mac or GNMA or (ii) in the case of GMAC Mortgage, LLC any rights in any Servicing
Contract transferred to GMACR MORTGAGE PRODUCTS, LLC prior to the Issue 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 Issue Date.
 3.
    
    Securities Accounts  see attached Exhibit A to this Schedule VI.4.
    
    Pledged Interests  see attached Exhibit B to this Schedule VI.5.
    
    Pledged Notes  see attached Exhibit C to this Schedule VI.6.
    
    Construction, Mezzanine and Working Capital Loans  (i) all first lien construction loans,
including distressed construction loans, (ii) all mezzanine loans, including distressed loans,
secured by equity interests in entities owning real estate and real estate-related assets, and
(iii) all working capital loans which were unencumbered as of February 29, 2008.




---



##### 



EXHIBIT A TO SCHEDULE VI
 SECURITIES ACCOUNTS
 FinancialAccount Owner
    
    Institution
    
    Account Number
    
    Account NameGMAC Mortgage, LLC
    
    JP Morgan
    
    G08567
    
    GMAC Mortgage, LLC MSR
Securities and HEQ Residual
AccountGMAC Mortgage, LLC
    
    JP Morgan
    
    G54823
    
    GMAC Mortgage, LLC Direct Pair
Off AccountPassive Asset
Transactions, LLC
    
    JP Morgan
    
    P66230
    
    Passive Asset Transactions, LLCResidential Funding
Company, LLC
    
    State Street
    
    BGLS
    
    Residential Funding Company,
LLC Capital Markets Pledged
RFCResidential Funding
Company, LLC
    
    State Street
    
    BGLX
    
    Residential Funding Company,
LLC PIA Pledged RFCResidential Funding
Company, LLC
    
    State Street
    
    BGLY
    
    Residential Funding Company,
LLC RIF Pledged RFCResidential Funding
Company, LLC
    
    State Street
    
    BGLU
    
    Residential Funding Company,
LLC Capital Markets Pledged
RAHI IIResidential Funding
Company, LLC
    
    State Street
    
    BGLV
    
    Residential Funding Company,
LLC RIF Pledged RAHI IIResidential Funding
Company, LLC
    
    State Street
    
    BGLW
    
    Residential Funding Company,
LLC PIA Pledged RAHI II




---



##### 



EXHIBIT B TO SCHEDULE VI
 PLEDGED INTERESTS
 InterestPledged Interests
    
    Type of
    
    Interests Owned
    
    
    
    % of Interests ofIssuer
    
    Interest
    
    by Pledgor
    
    Pledgor
    
    Pledgor PledgedHidden Springs
Sewer Company, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Developers of
Hidden Springs, LLC
    
    
    100
    %DOA Properties I,
LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    DOA Holding
Properties, LLC
    
    
    100
    %DOA Properties II,
LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    DOA Holding
Properties, LLC
    
    
    100
    %Residential
Mortgage Real
Estate Holdings,
LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %GMCMTH, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    GMAC Model Home
Finance, LLC
    
    
    100
    %KBOne, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    GMAC Model Home
Finance, LLC
    
    
    100
    %LENOne, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    GMAC Model Home
Finance, LLC
    
    
    100
    %WPSHOne, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    GMAC Model Home
Finance, LLC
    
    
    100
    %RFC MHF Funding, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    GMAC Model Home
Finance, LLC
    
    
    100
    %Homecomings
Financial Real
Estate Holdings,
LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Homecomings
Financial, LLC
    
    
    100
    %GMAC Residential
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 PledgedDevelopers of
Hidden Springs, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %DOA Holding
Properties, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %GMAC Model Home
Finance, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %RFC Construction
Funding, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %




---



##### 



EXHIBIT C TO SCHEDULE VI
 PLEDGED NOTES
 Pledged Note Issuer
    
    Pledged Note
    
    Pledged Note HolderGX CE Funding B.V.
    
    Note (Note
Certificate No. 1)
dated 4 June 2008 in
the principal amount
of EUR
556,992,836.00 due 3
June 2009 issued
under the Variable
Funding Loan Note
Agreement dated 4
June 2008
    
    Residential Capital, LLCViaduct (No. 7) Limited
    
    Note dated 4 June
2008 in the
principal amount of
EUR 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 VII
TO THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 DIRECT SUBSIDIARIES
 Jurisdiction ofIncorporationParent
    
    Subsidiary
    
    (Subsidiary)GMAC Mortgage, LLC
    
    CAP RE of Vermont, LLC
    
    VermontDitech, LLC
    
    DelawareExecutive Closing Services, LLC
    
    DelawareExecutive Trustee Services, LLC
    
    DelawareGMAC Mortgage USA Corporation
    
    DelawareGMAC Mortgage, LLC of TN
    
    DelawareGMACR Mortgage Products, LLC
    
    DelawareGMV Management Services, LLC
    
    DelawareHorsham Funding, LLC
    
    DelawareLadue Associates, Inc.
    
    PennsylvaniaMINT I VFN Holdings, LLC
    
    DelawareMINT I, LLC
    
    DelawarePassive Asset Transactions, LLC
    
    DelawareResidential Consumer Services, LLC
    
    DelawareResidential Mortgage Real Estate Holdings, LLC
    
    DelawareWalnut Grove Funding, LLC
    
    DelawareResidential Funding Company, LLC
    
    Asset Lending Company II, LLC
    
    DelawareAsset Management Performance Services, LLC
    
    DelawareDevelopers of Hidden Springs, LLC
    
    DelawareDOA Holding Properties, LLC
    
    DelawareEPRE LLC
    
    DelawareEquity Investment I, LLC
    
    DelawareEquity Investments II, LLC
    
    DelawareEquity Investment III, LLC
    
    DelawareGMAC Model Home Finance, LLC
    
    DelawareGMAC Model Home Finance I, LLC
    
    DelawareGMAC-RFC Australia Pty Limited
    
    AustraliaGMAC-RFC Europe Limited
    
    U.K.GMAC-RFC Holdings Limited
    
    U.K.GMAC-RFC Ireland Limited
    
    U.K.Homecomings Financial, LLC
    
    DelawareMFC Asset, LLC
    
    DelawareMINT II Holdings LLC
    
    DelawareMINT II, LLC
    
    DelawareREG-PFH, LLC
    
    DelawareResidential Asset Management Company LLC
    
    DelawareResidential Funding Mortgage Exchange, LLC
    
    DelawareResidential Funding of Canada Finance ULC
    
    CanadaResidential Funding Real Estate Holdings, LLC
    
    Delaware




---



##### 



Jurisdiction ofIncorporationParent
    
    Subsidiary
    
    (Subsidiary)Residential Funding Securities, LLC
    
    DelawareRFC  GSAP Servicer Advance, LLC
    
    DelawareRFC ABS CDO WHSub I Ltd
    
    Cayman IslandsRFC Advance Depositor, LLC
    
    DelawareRFC Asset Holdings II, LLC
    
    DelawareRFC Asset Management, LLC
    
    DelawareRFC Construction Funding, LLC
    
    DelawareRFC Investments Limited
    
    U.K.RFC Resort Funding, LLC
    
    DelawareGMAC-RFC Holding Company, LLC
    
    Residential Accredit Loans, Inc.
    
    DelawareResidential Asset Mortgage Products, Inc.
    
    DelawareResidential Asset Securities Corporation
    
    DelawareResidential Funding Company, LLC
    
    DelawareResidential Funding Mortgage Securities I, Inc.
    
    DelawareResidential Funding Mortgage Securities II, Inc.
    
    DelawareResidential Capital, LLC
    
    GMAC Residential Holding Company, LLC
    
    DelawareGMAC-RFC Holding Company, LLC
    
    DelawareIB Finance Holding Company, LLC
    
    DelawareHomecomings Financial, LLC
    
    HFN REO Sub II, LLC
    
    DelawareHomecomings Financial Real Estate Holdings, LLC
    
    DelawareGMAC Residential Holding Company, LLC
    
    GMAC Home Services, LLC
    
    DelawareGMAC Mortgage, LLC
    
    DelawareGHS Global Relocation UK Limited
    
    U.K.GMACB Service Company, LLC
    
    DelawareGMACRH Settlement Services, LLC
    
    DelawareDevelopers of Hidden Springs, LLC
    
    Hidden Springs Sewer Company, LLC
    
    DelawareDOA Holding Properties, LLC
    
    DOA Properties I, LLC
    
    DelawareDOA Properties II, LLC
    
    DelawareGMAC Model Home Finance, LLC
    
    GMCMTH, LLC
    
    DelawareKBOne, LLC
    
    DelawareLENOne, LLC
    
    DelawareWPSHOne, LLC
    
    DelawareRFC MHF Funding, LLC
    
    DelawareResidential Funding Company, LLC (99.99%)
    
    GMAC Financiera, S.A. de C.V.
    
    MexicoGMAC Hipotecaria, S.A. de C.V.
    
    MexicoGMAC-RFC Brasil Ltda
    
    BrazilGMAC-RFC Chile Inversiones Ltda
    
    ChileResidential Funding Company, LLC
(99.99999968%)
    
    GMAC-RFC Auritec, S.A.
    
    Mexico




---



##### 



Jurisdiction ofIncorporationParent
    
    Subsidiary
    
    (Subsidiary)Residential 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 THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 EXCLUDED SIGNIFICANT SUBSIDIARIES




---



##### 



SCHEDULE IX
TO THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 BAILMENT COLLATERAL
 1.
    
    Stock Certificate certifying that Residential Funding Company, LLC owns twenty-four
million two hundred seventy seven thousand five hundred (24,277,500) ordinary shares of
GMAC-RFC Australia Pty Limited, a corporation formed under the laws of the Australia (the
Company), standing in its name on the books of the Company, which is represented by
Certificate No. 6.
 2.
    
    Stock Certificate certifying that GMAC-RFC Holding Company, LLC (formerly known as GMAC
RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per share, of
Residential Funding Mortgage Securities II, Inc., a corporation formed under the laws of
the State of Delaware (the Company), standing in its name on the books of the Company,
which is represented by Certificate No. 1.
 3.
    
    Stock Certificate certifying that GMAC-RFC Holding Company, LLC (formerly known as GMAC
RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per share, of
Residential Asset Securities Corporation, a corporation formed under the laws of the State
of Delaware (the Company), standing in its name on the books of the Company, which is
represented by Certificate No. 1.
 4.
    
    Stock Certificate certifying that GMAC-RFC Holding Company, LLC (formerly known as GMAC
RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per share, of
Residential Accredit Loans, Inc., a corporation formed under the laws of the State of
Delaware (the Company), standing in its name on the books of the Company, which is
represented by Certificate No. 1.
 5.
    
    Stock Certificate certifying that GMAC Mortgage, LLC (formerly known as GMAC Mortgage
Corporation) owns three thousand (3,000) shares of common stock, par value $0.01 per share,
of GMAC Mortgage USA Corporation, a corporation formed under the laws of the State of
Delaware (the Company), standing in its name on the books of the Company, which is
represented by Certificate No. 1.
 6.
    
    Note (Note Certificate No. 1) dated 4 June 2008 in the principal amount of EUR
556,992,836.00 due 3 June 2009 issued under the Variable Funding Loan Note Agreement dated
4 June 2008 between GX CE Funding B.V. (the Issuer) and Residential Capital, LLC (the
Holder).
 7.
    
    Note dated 4 June 2008 in the principal amount of EUR 658,116,612.47 due 18 June 2008
issued under the Note Issuance Facility Deed dated on or about 2 June 2008 between Viaduct
(No. 7) Limited (the Issuer) and Residential Capital, LLC (the Holder).




---



##### 



SCHEDULE X
TO THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 DEPOSIT ACCOUNTS OF ADDITIONAL ACCOUNT PARTIES; SECURITIES ACCOUNTS OF FABS GRANTORS
 Deposit Accounts of Additional Account Parties
 FinancialAccount Owner
    
    Institution
    
    Account Number
    
    Account NameResidential 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
AgentEquity Investment I, LLC
    
    Wachovia
    
    
    2000041713493
    
    
    Equity Investments
I, LLC Sales
Proceeds Account
for the benefit of
Wells Fargo, N.A.
as Collateral
Control Agent
 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 THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT 
AND IRREVOCABLE PROXY
 INITIAL COLLATERAL VALUE
 1)
    
    As of April 30, 2008, the carrying value of the U.S. mortgage loans referred to in Section
1(a) of Schedule VI to each of the Security Agreements was $2,063,000,000.2)
    
    As of April 30, 2008, the carrying value of the Canadian mortgage loans referred to on
Schedule VI to each of the Security Agreements was $259,000,000.3)
    
    As of April 30, 2008, the carrying value of the government receivables referred to in
Section 1(c) of Schedule VI to each of the Security Agreements was $207,000,000.4)
    
    As of April 30, 2008, the carrying value of the servicing advances referred to in Section
2 of Schedule VI to each of the Security Agreements was $763,000,000.5)
    
    As of April 30, 2008, the carrying value of the securities in the Securities Accounts and the
securities otherwise included in Section 3 of Schedule VI to each Security Agreement
was $242,000,000.6)
    
    As of April 30, 2008, the carrying value of the real property owned by Homecomings Financial
Real Estate Holdings, LLC, GMAC Residential Holding Company, LLC, GMAC Residential Holding
Company, LLC (the equity interests of which are included in Section 4 of Schedule VI
to the Security Agreements) was $512,000,000.7)
    
    As of April 30, 2008, the carrying value of the equity interests of RFC Construction Funding,
LLC included in Section 4 of Schedule VI to the Security Agreements was $971,000,000.8)
    
    As of April 30, 2008, the carrying value of the equity interests of Residential Funding
Company, LLC, DOA Holding Properties I, LLC and DOA Properties II, LLC included in Section
4 of Schedule VI to each Security Agreement was $42,000,000.9)
    
    As of April 30, 2008, the carrying value of the equity interests of Developers of Hidden
Springs, LLC and Hidden Springs Sewer Company, LLC included in Section 4 of Schedule
VI to each Security Agreement was $8,000,000.10)
    
    As of April 30, 2008, the carrying value of the equity interests of GMAC Model Home Finance,
LLC, KBOne, LLC, LENOne, LLC, GMCMTH, LLC and WPSHOne, LLC included in Section 4 of
Schedule VI to the Security Agreements was $974,000,000.11)
    
    As of April 30, 2008, the carrying values of the residential mortgage loans and construction
loans securing the Viaduct No. 7 Limited Pledged Note included in Section 5 of
Schedule VI to the Security Agreements were $940,000,000 and $107,000,000, respectively.12)
    
    As of April 30, 2008, the carrying value of the residential mortgage loans and transfer
certificates securing the GX CE Funding BV Pledged Note included in Section 5 of
Schedule VI to the Security Agreements was $1,374,000,000.




---



##### 



ATTACHMENT I 
TO THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT 
AND IRREVOCABLE PROXY
 PLEDGED EQUITY AND PLEDGED NOTES
 Pledged Shares
 Common StockAuthorized
    
    OutstandingPledged Share Issuer
    
    Shares
    
    Shares
    
    Beneficial Owner
    
    % of Shares 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
Limited1
    
    
    37,350,001
    2
    
    
    37,350,001
    5
    
    Residential Funding
Company, LLC
    
    
    65
    %
 
 1
    
    This is a cooperative with excluded liability.2
    
    These are ordinary shares.




---



##### 



Pledged Interests
 InterestType of
    
    Interests Owned
    
    
    
    % of Interests ofPledged Interests Issuer
    
    Interest
    
    by Pledgor
    
    Pledgor
    
    Pledgor PledgedHidden Springs
Sewer Company, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Developers of
Hidden Springs, LLC
    
    
    100
    %DOA Properties I,
LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    DOA Holding
Properties, LLC
    
    
    100
    %DOA Properties II,
LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    DOA Holding
Properties, LLC
    
    
    100
    %CAP RE of Vermont,
LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %Ditech, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %Executive Closing
Services, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %Executive Trustee
Services, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %GMAC Mortgage, LLC
of TN
    
    Limited Liability
Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %GMACR Mortgage
Products, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %GMV Management
Services, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %Horsham Funding, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    GMAC Mortgage, LLC
    
    
    100
    %




---



##### 



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




---



##### 



InterestType of
    
    Interests Owned
    
    
    
    % of Interests ofPledged Interests Issuer
    
    Interest
    
    by Pledgor
    
    Pledgor
    
    Pledgor PledgedGMAC Mortgage, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    GMAC Residential
Holding Company,
LLC
    
    
    100
    %GMACB Service
Company, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    GMAC Residential
Holding Company,
LLC
    
    
    100
    %GMACRH Settlement
Services, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    GMAC Residential
Holding Company,
LLC
    
    
    100
    %Residential Funding
Company, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    GMAC-RFC Holding
Company, LLC
    
    
    100
    %HFN REO Sub II, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Homecomings
Financial, LLC
    
    
    100
    %Homecomings
Financial Real
Estate Holdings,
LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Homecomings
Financial, LLC
    
    
    100
    %GMAC Residential
Holding Company,
LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential
Capital, LLC
    
    
    100
    %GMAC-RFC Holding
Company, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential
Capital, LLC
    
    
    100
    %IB Finance Holding
Company, LLC
    
    Limited Liability
Company
    
    
    49
    %
    
    Residential
Capital, LLC
    
    
    100
    %Asset Lending
Company II, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %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
    %




---



##### 



InterestType of
    
    Interests Owned
    
    
    
    % of Interests ofPledged Interests Issuer
    
    Interest
    
    by Pledgor
    
    Pledgor
    
    Pledgor PledgedDOA Holding
Properties, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %EPRE LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %Equity Investment
I, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %Equity Investment
III, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %GMAC Model Home
Finance, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %GMAC Model Home
Finance I, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %Homecomings
Financial, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %MFC Asset, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %MINT II Holdings LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %MINT II, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %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
    %




---



##### 



InterestType of
    
    Interests Owned
    
    
    
    % of Interests ofPledged Interests Issuer
    
    Interest
    
    by Pledgor
    
    Pledgor
    
    Pledgor PledgedResidential Funding
Mortgage Exchange,
LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %Residential Funding
Real Estate
Holdings, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %Residential Funding
Securities, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %RFC Advance
Depositor, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %RFC Asset Holdings
II, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %RFC Asset
Management, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %RFC Construction
Funding, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %RFC  GSAP Servicer
Advance, LLC
    
    Limited Liability
Company
    
    
    100
    %
    
    Residential Funding
Company, LLC
    
    
    100
    %GMAC RFC
International
Holdings
Cooperatief U.A.
    
    Membership Interests
    
    
    100
    %
    
    Residential Funding
Company, LLC (99%);
GMAC-RFC Holding
Company, LLC
(0.01%)
    
    
    65
    %




---



##### 



UK Pledged Shares
 Total Number of
    
    Shares Certificate
    
    
    
    % of SharesPledged Share Issuer
    
    Shares Issued
    
    Number
    
    Beneficial Owner
    
    PledgedGMAC-RFC Holdings
Limited
    
    
    188,117,940
    
    
    
    1
    
    
    Residential Funding
Company, LLC
    
    
    65
    %GMAC-RFC Europe
Limited
    
    
    100
    
    
    
    1
    
    
    Residential Funding
Company, LLC
    
    
    65
    %RFC Investments
Limited
    
    
    5,000,000
    
    
    
    1
    
    
    Residential Funding
Company, LLC
    
    
    65
    %
 Pledged Notes
 Pledged Note Issuer
    
    Pledged Note
    
    Pledged Note HolderGX CE Funding B.V.
    
    Note (Note
Certificate No. 1)
dated 4 June 2008 in
the principal amount
of EUR
556,992,836.00 due 3
June 2009 issued
under the Variable
Funding Loan Note
Agreement dated 4
June 2008
    
    Residential Capital, LLCViaduct (No. 7) Limited
    
    Note dated 4 June
2008 in the
principal amount of
EUR 658,116,612.47
due 18 June 2008
issued under the
Note Issuance
Facility Deed dated
on or about 2 June
2008
    
    Residential Capital, LLC




---



##### 



ATTACHMENT II
TO THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 Form of Joinder Agreement
 Section 16 Pledge and Security Agreement
 Annex A
 Annex B Annex A




---



##### 



[ADDITIONAL GRANTOR]By:Name:Title: 
 
 By:Name:
Title:
 
 By:Name:
Title:
 
 By:Name:
Title:




---



##### 



Description of Collateral




---



##### 



Updated Information to Schedules I-XI and Attachment I  to Pledge and Security Agreement and Irrevocable Proxy




---



##### 



ATTACHMENT III
TO THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 Officers Certificate
 [NAME OF GRANTOR]
 
 
   3
  [NAME OF GRANTOR]By:Name:Title: 
 3
    
    To be included with appropriate reference to collateral
release provisions of agreements governing Pari Passu Third Lien Indebtedness,
if applicable.




---



##### 



ATTACHMENT IV
TO THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 [Letterhead of Counsel to Grantor]
  
 
 Re:
    
    Third Priority Pledge and Security Agreement and
Irrevocable Proxy and Indenture for 9.625% Junior Secured Guaranteed Notes due
2010
  4
  
 4
    
    To be updated to included appropriates references to
agreements governing Pari Passu Third Lien Indebtedness, if applicable.




---



##### 



Very truly yours,




---



##### 



ATTACHMENT V
TO THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
 PARI PASSU THIRD LIEN INDEBTEDNESS JOINDER AGREEMENT
 New
Secured Parties Security Agreement Third Priority Collateral Agent
  New Secured
Obligations




---



##### 



[NAME]By:Name:Title: