EX-10.12






Exhibit 10.12




EXECUTION VERSION




HEDGE PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY




dated as of




August 14, 2008




among




RESIDENTIAL FUNDING COMPANY, LLC,

GMAC MORTGAGE, LLC

and certain of their Affiliates from time to time parties hereto,

as Grantors




and




GMAC, LLC, as Hedge Counterparty




 









 







TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	1. Definitions; Deemed Control, Delivery and Endorsement; Interpretative Provisions

	 	 	 	 	 	 	2	 
	2. Grant of Security Interest by Borrowers, the Guarantors

	 	 	 	 	 	 	9	 
	3. Grant of Security Interest by Equity Pledgors

	 	 	 	 	 	 	11	 
	4. Grant of Security Interest by FABS Grantors

	 	 	 	 	 	 	12	 
	5. Grant of Security Interest by Additional Account Parties

	 	 	 	 	 	 	13	 
	6. Grant of Security Interest by Grantors

	 	 	 	 	 	 	14	 
	7. Representations and Warranties

	 	 	 	 	 	 	14	 
	8. Grantor Remains Liable; Nature of Security Interest; Subrogation, etc.

	 	 	 	 	 	 	16	 
	9. Collections, etc.

	 	 	 	 	 	 	18	 
	10. Release

	 	 	 	 	 	 	18	 
	11. Agreements of the Grantors

	 	 	 	 	 	 	18	 
	12. Agreement as to Investment Property; Voting

	 	 	 	 	 	 	21	 
	13. Defaults and Events of Default; Remedies

	 	 	 	 	 	 	25	 
	14. Limitation on Duty in Respect of Collateral

	 	 	 	 	 	 	27	 
	15. Relationship to First Priority Security Agreement; First Priority Collateral Agent

	 	 	 	 	 	 	28	 
	16. General

	 	 	 	 	 	 	28	 
	17. Foreign Pledge Agreements

	 	 	 	 	 	 	32	 






-i-









 






HEDGE PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




     THIS HEDGE PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”)
dated as of August 14, 2008, is among Residential Funding Company, LLC, a Delaware limited
liability company (“RFC”), and GMAC Mortgage, LLC, a Delaware limited liability company (“GMAC
Mortgage; and together with RFC, each a “Borrower” and collectively, the
“Borrowers”); Residential Capital, LLC, a Delaware limited liability company
(“ResCap”), Homecomings Financial, LLC, a Delaware limited liability company
(“Homecomings”), GMAC-RFC Holding Company, LLC, a Delaware limited liability company
(“RFC Holdings”), and GMAC Residential Holding Company, LLC, a Delaware limited liability
company (“Residential”; and each of ResCap, Homecomings, RFC Holdings, and Residential
herein a “Guarantor” and collectively, the “Guarantors”); Developers of Hidden Springs,
LLC, a Delaware limited liability company (“Developers”) and DOA Holding Properties, LLC, a
Delaware limited liability company (“DOA”), GMAC Model Home Finance I, LLC, a Delaware
limited liability company (“Model Home I”), Equity Investment IV, LLC, a Delaware limited
liability company (“Equity Investment IV”) and GMAC Home Services, LLC, a Delaware limited
liability company , (“Home Services”, and each of Developers, DOA, Model Home I, Equity
Investment IV and Home Services, herein is an “Equity Pledgor” and collectively, the
“Equity Pledgors”); RFC Asset Holdings II, LLC, a Delaware limited liability company
(“RAHI”), and Passive Asset Transactions, LLC, a Delaware limited liability company
(“PATI”; and each of RAHI and PATI is herein a “FABS Grantor” and collectively, the
“FABS Grantors”); Residential Mortgage Real Estate Holdings, LLC, a Delaware limited
liability company (“Residential Mortgage”), Residential Funding Real Estate Holdings, LLC, a
Delaware limited liability company (“Residential Funding”), Homecomings Financial Real
Estate Holdings, LLC, a Delaware limited liability company (“Homecomings Financial”), and
Equity Investment I, LLC, a Delaware limited liability company (“Equity I”; and each of
Residential Mortgage, Residential Funding, Homecomings Financial and Equity I is herein an
“Additional Account Party” and collectively, the “Additional Account Party”); and
each other Person that agrees to become a “Grantor” by executing and delivering a Joinder Agreement
pursuant to Section 16 (each Borrower, each Guarantor, each Equity Pledgor, each FABS Grantor, each
Additional Account Party and each such other Person is herein a “Grantor” and collectively,
the “Grantors”); and GMAC, LLC, a Delaware limited liability company, as Hedge
Counterparty.



WITNESSETH:




     WHEREAS, pursuant to the Loan Agreement, dated as of June 4, 2008, among the Grantors, as
Borrowers, Guarantors and obligors, and GMAC LLC, as Lender Agent and Initial Lender, and certain
other financial institutions and Persons from time to time party thereto as Lenders, as amended by
that certain First Amendment Agreement dated as of July 29, 2008 (as so amended, and as amended,
supplemented, restated or otherwise modified from time to time, including the Second Loan Amendment
referenced below,
the “Loan Agreement”), the Lenders thereunder have agreed to make loans to the
Borrowers;



     WHEREAS, the Guarantors have pursuant to Article XI of the Loan Agreement guaranteed all
“Obligations” as defined in the Loan Agreement (each such guaranty so made by a Guarantor,
herein its “Guaranty”);



Hedge Pledge and Security Agreement and

Irrevocable Proxy




 









 








     WHEREAS, ResCap has entered into that certain ISDA master agreement, including the related
schedule, dated as of August 14, 2008 (the “Primary Hedge Documents”) with GMAC, LLC as
counterparty (GMAC, LLC in such capacity, the “Hedge Counterparty”) and will from time to
time enter into certain confirmations under the Primary Hedge Documents (each a
“Confirmation” and, collectively with the Primary Hedge Documents, the “Hedge
Documents”) and this execution of this Agreement is a requirement of the parties’ entrance into
the Hedge Documents.



     WHEREAS, pursuant the Second Amendment Agreement dated as of the date hereof (the “Second
Loan Amendment”) the Loan Agreement will be amended to reflect the entry of ResCap and the
Hedge Counterparty into the Hedge Documents and the entry into this Agreement is a condition
precedent to the execution of such Second Amendment Agreement.



     WHEREAS, each Grantor has duly authorized the execution, delivery and performance of this
Agreement; and



     WHEREAS, it is in the best interests of each Grantor to execute this Agreement inasmuch as
each Grantor will derive substantial direct and indirect benefits from the transactions
contemplated by the Hedge Documents;



     NOW, THEREFORE, for and in consideration of the entry of the Lender and the Lender Agent into
the Second Loan Amendment and any loan, advance or other financial accommodation heretofore or
hereafter made to ResCap or any other Obligor under or in connection with the Hedge Documents, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1. Definitions; Deemed Control, Delivery and Endorsement; Interpretative Provisions.
(a) When used herein and unless the context otherwise requires, (i) capitalized terms which are not
otherwise defined herein have the meanings assigned to such terms in Schedule 1.01 to the Loan
Agreement or, if not defined therein, the Hedge Documents; (ii) the terms Account, Account Debtor,
Certificated Security, Chattel Paper, Commercial Tort Claim, Commodity Account, Commodity Contract,
Deposit Account,
Document, Electronic Chattel Paper, Equipment, Financial Assets, Fixture, General Intangibles,
Goods, Health Care Insurance Receivables, Instrument, Inventory, Investment Property, Letter of
Credit, Letter-of-Credit Rights, Money, Proceeds, Security, Security Entitlement, Securities
Account, Supporting Obligations and Uncertificated Security have the respective meanings assigned
thereto in Article 8 or Article 9 of the UCC (as defined below); and (iii) the following terms have
the following meanings (such definitions to be applicable to both the singular and plural forms of
such terms):



     Assigned Documents means the Note Issuance Facility Deed, the Deed of Charge, the UK
Note and any other English law Facility Document to which Residential Capital, LLC is a party.



     Bailment Collateral shall have the meaning given such term in the Intercreditor
Agreement.



     Closing Date means June 4, 2008.



     Collateral means, with respect to any Grantor, all property and rights of such Grantor
in which a security interest is granted pursuant to Sections 2, 3,
4, 5 and 6.






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     Collateral Control Agent shall have the meaning given such term in the Intercreditor
Agreement.



     Computer Hardware and Software means, with respect to any Grantor, all of such
Grantor’s rights (including rights as licensee and lessee) with respect to: (a) computer and other
electronic data processing hardware, including all integrated computer systems, central processing
units, memory units, display terminals, printers, features, computer elements, card readers, tape
drives, hard and soft disk drives, cables, electrical supply hardware, generators, power
equalizers, accessories, peripheral devices and other related computer hardware; (b) all software
programs designed for use on the computers and electronic data processing hardware described in
clause (i) above, including, without limitation, all operating system software, utilities and
application programs in whatsoever form (source code and object code in magnetic tape, disk or hard
copy format or any other listings whatsoever); (c) any firmware associated with any of the
foregoing; and (d) any documentation for hardware, software and firmware described in clauses
(a),  (b), and (c)  above, including, without limitation, flow charts, logic diagrams, manuals,
specifications, training materials, charts and pseudo codes.



     Deed of Charge means the deed of charge and assignment made on or about the date
hereof between, ‘amongst others, the UK SPE, Residential Capital, LLC and the Security Trustee.



     Distributions means all dividends of stock, membership interests or other ownership
interests, liquidating dividends, shares of stock resulting from (or in connection with the
exercise of) stock splits, reclassifications, warrants, options, non-cash dividends, mergers,
consolidations, and all other distributions (whether similar or dissimilar to the foregoing) on or
with respect to any Pledged Share, Pledged Interest or other shares of capital stock, member
interest or other ownership interests or security entitlements constituting Collateral, but shall
not include Dividends.



     Dividends means cash dividends and cash distributions with respect to any Pledged
Share or any Pledged Interest made in the ordinary course of business and not as a liquidating
dividend.



     Dutch Assets means the Dutch Memberships Interests and Dutch VFLN Receivables.



     Dutch Membership Interests means 65% of any and all rights, claims (vorderingsrechten)
and interests of each of Residential Funding Company, LLC and GMAC-RFC Holding Company, LLC in
their capacity as member (lid) of GMAC RFC International Holdings CoOperatief U.A. under or in
connection with their membership (lidmaatschap).



     Dutch VFLN Receivables means any and all rights and claims (vorderingsrechten)
(including but not limited to a right of recourse (regres) or subrogation (subrogatie)) whether
present or future, whether actual or contingent, of Residential Capital, LLC under or in connection
with (i) the VFLN Agreement entered into by and between, amongst others, the Residential Capital,
LLC, GX CE Funding B.V. and Stichting Security Trustee GX CE Funding, (ii) each VFLN Note and (iii)
the VFLN Trust Deed.



     Event of Default means a termination event or an event of default under the Hedge
Documents.




3









 








     Excluded Assets means, with respect to any Grantor and to the extent such Property
does not constitute Primary Collateral, the following Property: (a) Goods securing purchase money
indebtedness or capital lease obligations to the extent such purchase money indebtedness or capital
lease obligations prohibit the granting of a security interest on such assets; (b) voting capital
stock of controlled foreign corporations (as defined in the Internal Revenue Code) in excess of
sixty-five percent (65%) of the voting rights of such corporations including without limitation
GMAC-RFC Australia Pty Limited and GMAC RFC International Holdings CoOperatief U.A. (or any other
controlled foreign corporation identified in writing by a Grantor to the-Hedge Counterparty); (c)
any asset, including any account, note, contract, lease, financing


arrangement, general intangible, equity investment, interests in joint ventures or other
agreement to the extent that the grant of a security interest therein would violate applicable
Requirements of Law, result in the invalidation thereof or provide any party thereto with a right
of termination or default with respect thereto or with respect to any Bilateral Facility to which
such asset is subject as of the Closing Date (in each case, after giving effect to applicable
provisions of the UCC and other applicable Requirements of Law and principles of equity); (d) any
trademark applications filed in the United States Patent and Trademark Office on the basis of such
Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the
trademark had been filed with the United States Patent and Trademark Office pursuant to Section
1(c) or 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.) to the extent that granting a lien in such
trademark application prior to such filing would adversely affect the enforceability of validity of
such trademark application; (e) proceeds and products of any and all of the foregoing excluded
assets described in clause (a) through (d) above only to the extent such proceeds and products
would constitute property or assets of the type described in
clause (a) through (d) above; and (f)
the Exempt Cash Reserve Account and any proceeds and products thereof.



     Financing Assets shall have the meaning given to such term in the 2010 Indenture or
the 2015 Indenture, including any terms in such definition which are defined in the 2010 Indenture
and the 2015 Indenture.



     Financing SPV Equity Interests means the interests identified on Attachment I
hereto.



     First Priority Collateral Agent means the “Collateral Agent” as defined in the Loan
Agreement.



     First Priority Security Agreement means the “Security Agreement” as defined in the
Loan Agreement.



     General Intangibles means, with respect to any Grantor, all of such Grantor’s “general
intangibles” as defined in the UCC and, in any event, includes (without limitation) all of such
Grantor’s licenses, franchises, tax refund claims, guarantee claims, security interests and rights
to indemnification.



     Hedge Counterparty shall have the meaning given such term in the recitals.



     Intellectual Property means all past, present and future: trade secrets and other
proprietary information; rights in customer lists; trademarks, service marks, business names, trade
names, domain names, designs, logos, and/or other source and/or business identifiers and the
goodwill of




4









 







the business relating thereto and all registrations or applications for registrations which
have heretofore been or may hereafter be issued thereon throughout the world (including without
limitation the tradename “DITECH”); copyrights (including, without limitation, copyrights for
computer programs) and copyright registrations or applications for registrations which have
heretofore been or may hereafter be issued throughout the world; inventions (whether or not
patentable); patent applications and patents; industrial designs, industrial design applications
and registered industrial designs; rights in license agreements related to any of the Intellectual
Property and income therefrom; the right to sue for all past, present and future infringements of
any of the foregoing; all common law and other rights throughout the world in and to all of the
foregoing; and the right to obtain all reissues, extensions or renewals of the foregoing.




     Intercreditor Agreement means that certain Intercreditor Agreement, dated on or before
June 6, 2008 as of the date hereof, among Wells Fargo Bank, N.A., in its capacity as First Priority
Collateral Agent, Wells Fargo Bank, N.A., in its capacity as Second Priority Collateral Agent,
Wells Fargo Bank, N.A., in its capacity as Third Priority Collateral Agent, the Lender Agent and
the other parties thereto.



     Lender Agent means GMAC LLC it is capacity as lender agent under the Loan
Agreement.



     Non-Tangible Collateral means, with respect to any Grantor, collectively, such portion
of such Grantor’s Collateral that constitutes Accounts, Chattel Paper, Deposit Accounts, Documents,
General Intangibles, Payment Intangibles, Investment Property, Letter-of-Credit Rights, Letters of
Credit and Supporting Obligations.



     Note Issuance Facility Deed means the note issuance facility deed made on or about the
date hereof between, amongst others, Residential Capital, LLC and the UK SPE.



     Obligations means obligations, indebtedness, fees, expenses (including, without
limitation, attorneys’ fees and expenses) and liabilities of the ResCap Hedge Counterparty or of
any other Grantor now existing or hereafter arising under or in connection with any Hedge Document,
whether monetary or otherwise, matured or unmatured, direct, indirect, related, unrelated, fixed,
contingent, liquidated unliquidated, joint, several, or joint and several, including all interest
accruing thereon (including any interest that accrues after the commencement of any proceeding by
or against any Grantor under any bankruptcy, insolvency, liquidation, moratorium, receivership,
reorganization or other debtor relief law) and all attorneys’ fees and other expenses incurred in
the collection or enforcement thereof.



     Other Secured Parties means the First Priority Collateral Agent, the Second Priority
Collateral Agent, as defined in the 2015 Indenture, the Third Priority Collateral Agent, as defined
in the 2010 Indenture, and the Collateral Control Agent, as defined in the Intercreditor Agreement.



     Permitted Liens means Liens that secure “Obligations” under (and as defined in) the
Loan Agreement, Liens that secure Indebtedness under the 2010 Notes and the 2010 Indenture or the
2015 Notes and the 2015 Indenture and any other Liens permitted under the Loan Agreement



     Pledged Interest Issuer means each Person identified in Item B of
Attachment I to the First Priority Security Agreement as the Pledged Interest Issuer.




5









 








     Pledged Interests means all member interests, general or limited partnership interests
or other ownership interests of any Pledged Interest Issuer described in Item B of
Attachment I to the First Priority Security Agreement, whether now existing or hereafter
arising (other than Excluded Assets); all other member interests, general or limited partnership
interests or other ownership interests issued by any Pledgor’s Subsidiaries (other than Excluded
Assets) that is hereafter from time to time pledged as Collateral under this Agreement by a
Pledgor; all registrations, certificates, articles or agreements governing or representing any such
interests; all options and other rights, contractual or otherwise, at any time existing with
respect to- such interests; all distributions, cash, instruments and other property now or
hereafter received, receivable or otherwise distributed in respect of or in exchange for any or all
of such interests; and all proceeds of the foregoing.



     Pledged Note Issuer means each Person identified in Item D of Attachment
I to the First Priority Security Agreement as the issuer of the Pledged Note identified
opposite the name of such Person.



     Pledged Note Lien means any and all liens or security interests securing the
obligation of a Pledged Note Issuer evidenced by the applicable Pledged Note, and all collateral
subject to such liens and security interests.



     Pledged Notes means all of the promissory notes described in Item D of
Attachment I to the First Priority Security Agreement, and all other promissory notes of
any Pledged Note Issuer, issued by a Pledged Note Issuer, as such promissory notes, in accordance
with Section 12(j), are amended, restated, modified or supplemented from time to time; any
promissory note of any Pledged Note Issuer taken in extension or renewal thereof or substitution
therefor; all instruments or agreements governing or representing all or any of such notes; all
rights, contractual or otherwise, at any time existing with respect to such notes; all
distributions, cash, instruments and other property now or hereafter received, receivable or
otherwise distributed in respect of or in exchange for any or all of such notes; and all proceeds
of the foregoing.



     Pledged Property means all Pledged Interests, all Pledged Notes, all Pledged Shares,
all other securities, all assignments of any amounts due or to become due, all other instruments
which are now being delivered by any Pledgor to the Hedge


Counterparty or may from time to time hereafter be delivered by any Pledgor to the Hedge
Counterparty for the purpose of pledge under this Agreement or any other Facility Document, and all
proceeds of any of the foregoing.



     Pledged Share Issuer means each Person identified in Item A of Attachment
I to the First Priority Security Agreement as the issuer of the Pledged Shares identified
opposite the name of such Person.



     Pledged Shares means all shares of capital stock of any Pledged Share Issuer, whether
now existing or hereafter arising (other than Excluded Assets), and all other shares of capital
stock of any direct Subsidiary of a Pledgor that is hereafter from time to time pledged as
Collateral under this Agreement by a Pledgor; all registrations, certificates, articles, or
agreements governing or representing any such interest; all options and other rights, contractual
or otherwise, at any time existing with respect to all or any of such shares; all distributions,
cash, instruments and other property now or hereafter received, receivable or otherwise distributed
in respect of or in exchange for any or all of such shares; and all proceeds of the foregoing.




6









 








     Pledgor means any Borrower, any Guarantor or any Equity Pledgor.



     Property means any interest in any kind of property or asset, whether real, personal
or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and
contract rights.



     ResCap Counterparty means ResCap and any successor to ResCap as counterparty under the
Hedge Documents.



     Security means any note, stock, bond, debenture, evidence of indebtedness,
collateral-trust certificate, transferable share, voting-trust certificate, any put, call,
straddle, option on any security, certificate of deposit, or any put, call, straddle, option
entered into on a national securities exchange relating to foreign currency, or guarantee of, or
warrant or right to subscribe to or purchase, any of the foregoing; provided, however,
“Security” shall not include any interest of any Grantor in any corporation, partnership, limited
liability company, association or other entity of which at least a majority of the outstanding
stock or other interest having by its terms ordinary voting power to elect a majority of the board
of directors, managers or trustees of such corporation, partnership, limited liability company,
association or other entity (irrespective of whether or not at the time stock or other interest of
any other class or classes of such Person shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by any Grantor, or owned by Residential Capital,
LLC and one or more Grantors.



     Security Trustee means Deutsche Trustee Company Limited in its capacity as


security trustee for the Secured Creditors (as defined in the English Security Documents).



     Servicing Contract means any agreement, whether titled a “servicing agreement,” a
“pooling and servicing agreement,” a “sale and servicing agreement,” or otherwise, pursuant to
which any Grantor is obligated to perform collection, enforcement or foreclosure services with
respect to, or to maintain and remit any funds collected from, persons obligated on any mortgage
loan or pool of mortgage loans.



     Significant Subsidiary means any Subsidiary of the ResCap (or group of Subsidiaries as
to which a specified condition applies) which meets any of the following conditions:




     (a) ResCap’s and its other Subsidiaries’ proportionate share of the total assets
(after intercompany eliminations) of the Subsidiary exceeds 10 percent of the total assets
of ResCap and its Subsidiaries on a consolidated basis as of the end of the most recently
completed fiscal year; or




     (b) the Subsidiary’s income from continuing operations before income taxes,
extraordinary items and cumulative effect of a change in accounting principle exceeds 10
percent of such income of ResCap and its Subsidiaries on a consolidated basis for the most
recently completed fiscal year.


For purposes of this definition, a Subsidiary shall mean a Person that is controlled by ResCap
directly or indirectly through one or more intermediaries. For purposes of making any determination
or calculations, this definition shall be interpreted in accordance with the rules and





7









 







instructions of Rule 1-02 of Regulation S-X under the Securities Act of 1933 as in effect on the
Closing Date.




     Trust Deed means that certain trust deed entered into by and between, amongst others,
GX CE Funding and the Security Trustee GX CE Funding in relation to the VFLN Agreement.



     UCC means the Uniform Commercial Code as in effect from time to time in the State of
New York; provided that, as used in Section 11(a) hereof, “UCC” shall mean
the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.



     UK Note means the notes issued to Residential Capital, LLC from time to time by the UK
SPE pursuant to the Note Issuance Facility Deed (there being only one note outstanding at any
time).



     UK Note Related Security means all Liens created in favor of the Security


Trustee by the UK SPE in connection with the issuance of the UK Note.



     UK
Pledged Shares means the UK Pledged Shares in each UK Pledged Shares Company which are held
by Residential Funding Company, LLC and represented by the certificates listed in Item C of
Attachment I to the First Priority Security Agreement and which represent 65% of the UK
Pledged Shares held by Residential Funding Company, LLC in the relevant UK Pledged Shares Company
together with all other shares and other assets, including any moneys and other Derivative Rights
(as defined in the English Security Documents) from time to time charged to the Hedge Counterparty.



     UK Pledged Shares Companies means:




     (a) GMAC-RFC Holdings Limited a company incorporated in England and Wales (registered
number 03471082) whose registered office is at Eastern Gate, Brants Bridge, Bracknell,
Berkshire RG12 9BZ (“GMAC Holdings”);




     (b) GMAC-RFC Europe Limited a company incorporated in England and Wales (registered
number 03987700) whose registered office is at Eastern Gate, Brants Bridge, Bracknell,
Berkshire RG12 9BZ; (“GMAC Europe”); and




     (c) RFC Investments Limited, a company incorporated in England and Wales (registered
number 03488658) whose registered address is at Eastern Gate, Brants Bridge, Bracknell,
Berkshire RG12 9BZ (“RFC Investments”),



     and UK Pledged Share Company means any of them.



     UK SPE means Viaduct No. 7 Limited.



     VFLN Agreement means that certain variable funding loan note agreement dated June 4,
2008 and entered into by and between, amongst others, Residential Capital, LLC, GX CE Funding B.V.
and Stichting Security Trustee GX CE Funding.




8









 








     VFLN Note means any note issued by GX CE Funding B.V. to Residential Capital, LLC
under or pursuant to the VFLN Agreement.



     Whole Loan Mortgage means any promissory note secured by a mortgage on, or deed of
trust with respect to, real estate; provided, however, that “Whole Loan Mortgages” shall
not include “Securities” or “Financing SPV Equity Interests.”



     (b) Notwithstanding anything herein to the contrary, prior to the Discharge of the First
Priority Claims (as defined in the Intercreditor Agreement), (i) any obligation of any Grantor
under this Agreement to endorse, sign or deliver or give “control” as to,


Collateral or proceeds thereof, to the Hedge Counterparty shall be satisfied by endorsement,
assignment or delivery of or the giving of “control” to, such Collateral or proceeds to the First
Priority Collateral Agent or Collateral Control Agent and (ii) any such endorsement, assignment or
delivery to the First Priority Collateral Agent or Collateral Control Agent shall satisfy any
obligation of any Grantor hereunder to endorse, assign or deliver Collateral to the Hedge
Counterparty for all purposes hereunder.



     2. Grant of Security Interest by Borrowers, the Guarantors. As security for the prompt
payment in full in cash and performance of all Obligations (and in addition to any other grant of
security with respect to the Obligations which may be in effect under any Facility Document), each
of the Borrowers and the Guarantors and each other Grantor (other than a Grantor that is an Equity
Pledgor, an FABS Grantor or an Additional Account Pledgor) hereby pledges to the Hedge
Counterparty, and hereby grants a continuing security interest to the Hedge Counterparty in, all of
each such Borrower’s or Guarantor’s or any such other Grantor’s right, title and interest, in, to,
and under, whether now or hereafter existing, owned or acquired and wherever located and howsoever
created, arising or evidenced, all of the following, but in each case only to the extent
constituting Financing Assets:




     (a) all Assets including, without limitation, all Financial Asset-Backed Securities,
Servicing P&I Advances, Servicing T&I Advances, Mortgage Loans and Incremental Advances of
a type specified in, or otherwise described in Schedule VI to the First Priority
Security Agreement, and all other Property described in Schedule VI to the First
Priority Security Agreement;




     (b) Accounts, including Health Care Insurance Receivables;




     (c) Chattel Paper, including Electronic Chattel Paper;




     (d) Commercial Tort Claims described on Schedule V to the First Priority
Security Agreement, as such schedule may be supplemented from time to time by any
applicable Grantor in accordance with this Agreement;




     (e) Computer Hardware and Software and all rights with respect thereto, including,
without limitation, any and all rights in licenses, options, warranties, service contracts,
program services, test rights, maintenance rights, support rights, improvement rights,
renewal rights and indemnifications, and any substitutions, replacements, additions or
model conversions of any of the foregoing;




     (f) Deposit Accounts;



9









 







     (g)
Documents;




     (h) Financial Assets, including, without limitation, (A) all Deposit Accounts and Securities
Accounts in which any Financial Assets are carried or credited, and all Investment Property
(including all Security Entitlements), Instruments, Money, and other property on deposit therein or
credited thereto, and all permitted investments acquired with funds on deposit in or carried in or
credited to such Deposit Accounts or Securities Accounts, (B) all _agreements,_contracts,
documents___and instruments evidencing, arising from, relating to or other otherwise delivered
pursuant to or in connection with Financial Assets, (C) all cash and funds delivered to a Grantor
(or its bailee or agent) in respect of such Financial Assets and any collateral securing the same,
and (D) to the extent not included in the foregoing, all Accounts, Chattel Paper, Deposit Accounts,
Documents, General Intangibles, Payment Intangibles, Instruments, Investment Property,
Letter-of-Credit Rights, Letters of Credit, Supporting Obligations, and Money, consisting of,
arising from, or relating to or delivered pursuant to, any of the foregoing;




     (i) General Intangibles (including, without limitation, all Payment Intangibles and all
rights, titles and interests in the English Security Documents, the Dutch Security Documents and
the Mexican Security Documents);




     (j) Goods (including, without limitation, all its Equipment, Fixtures and Inventory), together
with all embedded software, accessions, additions, attachments, improvements, substitutions and
replacements thereto and therefor;




     (k) Instruments;




     (1)Intellectual Property;




     (m) (i) (A) all issued and outstanding shares of capital stock of each Pledged Share
Issuer identified in Item A of Attachment I to the First Priority Security
Agreement, (B) all other Pledged Shares issued from time to time, (C) all Pledged Notes of
each Pledged Note Issuer identified in Item D of Attachment I to the First
Priority Security Agreement (including, without limitation, the English Note and the Dutch
Note), (D) all other Pledged Notes issued from time to time, (E) all Pledged Note Liens,
(F) all issued and outstanding member interests, general or limited partnership interests
or other ownership interests of each Pledged Interest Issuer identified in Item B
of Attachment I to the First Priority Security Agreement, (G) all other Pledged
Interests issued from time to time, (H) all other Pledged Property, whether now or
hereafter delivered to the Hedge Counterparty in connection with this Agreement, and (I)
all Dividends, Distributions, interest, and other payments and rights with respect to any
Pledged Property; (ii) all Sales Proceeds Accounts and all funds, properties and assets
(including financial assets) deposited therein or carried in or credited thereto, and (iii)
to the extent not included in the foregoing clause (m)(i), all other Investment
Property (including, without limitation, Commodity Accounts, Commodity Contracts,
Securities (whether Certificated Securities or Uncertificated
Securities), Security Entitlements and Securities Accounts);




     (n) Letter-of-Credit Rights and Letters of Credit;



10









 






     (o)
Money (of every jurisdiction  whatsoever);




     (p) Dutch Assets;




     (q)
UK Pledged Shares and UK Notes;




     (r) Supporting Obligations;




     (s) Servicing Contracts;




     (t) Investment Property; and




     (u) to the extent not included in the foregoing, all other personal assets and property of any
kind or description;




together with all books, records, writings, data bases, information and other property
relating to, used or useful in connection with, or evidencing, embodying, incorporating or
referring to any of the foregoing, all claims and/or insurance proceeds arising out of the
loss, nonconformity or any interference with the use of, or any defect or infringement of
rights in, or damage to, any of the foregoing, and all Proceeds, products, offspring,
rents, issues, profits and returns of and from, and all distributions on and rights arising
out of, any of the foregoing;


provided that, notwithstanding the foregoing, the “Collateral” described in this
Section 2 shall not include Excluded Assets.




     To the extent constituting Collateral, Residential Capital, LLC agrees with the Hedge
Counterparty and undertakes to pledge or, as the case may be, to pledge in advance the Dutch VFLN
Receivables. To the extent constituting Collateral, each of Residential Funding Company, LLC and
GMAC-RFC Holding Company, LLC agrees with the Hedge Counterparty and undertakes to pledge or, as
the case may be, to pledge in advance the respective Dutch Membership Interests. All obligations
referred to in this paragraph may be satisfied by an existing or future pledge to the First
Priority Collateral Agent.



     3. Grant of Security Interest by Equity Pledgors. As security for the prompt payment
in full in cash and performance of all Obligations (and in addition to any other grant of security
with respect to the Obligations which may be in effect under any
Facility Document), each of the Equity Pledgors hereby pledges to the Hedge Counterparty, and
hereby grants a continuing security interest to the Hedge Counterparty in, all of each such Equity
Pledgor’s right, title and interest, in, to, and under, whether now or hereafter existing, owned or
acquired and wherever located and howsoever created, arising or evidenced, all of the following,
but in each case only to the extent constituting Financing Assets:




     (a)
all Pledged Shares of each Pledged Share Issuer identified in
Item A of
Attachment I to the First Priority Security Agreement;




     (b) all other Pledged Shares issued by any Pledged Share Issuer and pledged hereunder
by any Equity Pledgor from time to time;



11









 






     (c) all promissory notes, if any, of each Pledged Note Issuer identified in Item D of
Attachment I to the First Priority Security Agreement;




     (d) all other Pledged Notes, if any, issued by any Pledged Note Issuer from time to time;




     (e) all Pledged Note Liens, if any;




     (f) all Pledged Interests of each Pledged Interest Issuer identified in Item B
of Attachment I to the First Priority Security Agreement;




     (g) all other Pledged Interests issued by any Pledged Interest Issuer and pledged
hereunder by any Equity Pledgor from time to time;




     (h) all Dividends, Distributions, interest, and other payments and rights with respect
to any Pledged Shares or Pledged Interests;




     (i) all Deposit Accounts and all Property deposited or carried therein or credited
thereto; and




     (j) all Securities Accounts and all Property (including all Investment Property
 and Financial Assets) deposited or carried therein or credited thereto, and all
permitted investments acquired with funds on deposit in or carried in or credited to such
Securities Accounts;




together with all books, records, writings, data bases, information and other property
relating to, used or useful in connection with, or evidencing, embodying, incorporating or
referring to any of the foregoing, all claims and/or insurance proceeds arising out of the
loss, nonconformity or any interference with the use of, or any defect or infringement of
rights in, or damage to, any of the foregoing,



and all Proceeds, products, offspring, rents, issues, profits and returns of and from,
and all distributions on and rights arising out of, any of the foregoing;


provided that, notwithstanding the foregoing, the “Collateral” described in this
Section 3 shall not include Excluded Assets.




     4. Grant of Security Interest by FABS Grantors. As security for the prompt payment in
full in cash and performance of all Obligations (and in addition to any other grant of security
with respect to the Obligations which may be in effect under any Facility Document), each of the
FABS Grantors hereby pledges to the Hedge Counterparty, and hereby grants a continuing security
interest to the Hedge Counterparty in, all of each such FABS Grantor’s right, title and interest,
in, to, and under, whether now or hereafter existing, owned or acquired and wherever located and
howsoever created, arising or evidenced, all of the following, but only to the extent constituting
Financing Assets:




     (a)
all Financial Assets, including without limitation all Financial Asset-Backed
Securities;



12









 






     (b) all Deposit Accounts and Securities Accounts in which any Financial Assets are
carried or credited, and all Investment Property (including all Security Entitlements),
Instruments, Money, and other Property on deposit or carried therein or credited thereto,
and all permitted investments acquired with funds on deposit in or carried in or credited
thereto, and in any event the Securities Accounts identified opposite such FABS Grantor’s
name on Schedule X to the First Priority Security Agreement;




     (c) all agreements, contracts, documents and instruments evidencing, arising from,
relating to or other otherwise delivered pursuant to or in connection with Financial
Assets;




     (d) all cash and funds delivered to FABS Grantor (or its bailee or agent) in respect
of such Financial Assets and any collateral securing the same; and




     (e) to the extent not included in the foregoing, all Accounts, Chattel Paper, Deposit
Accounts, Documents, General Intangibles, Payment Intangibles, Instruments, Investment
Property, Letter-of-Credit Rights, Letters of Credit, Supporting Obligations, and Money,
consisting of, arising from, or relating to or delivered pursuant to, any of the foregoing;




together with all books, records, writings, data bases, information and other property
relating to, used or useful in connection with, or evidencing, embodying,
incorporating or referring to any of the foregoing, all claims and/or insurance
proceeds arising out of the loss, nonconformity or any interference with the use of, or any
defect or infringement of rights in, or damage to, any of the foregoing, and all Proceeds,
products, offspring, rents, issues, profits and returns of and from, and all distributions
on and rights arising out of, any of the foregoing;


provided that, notwithstanding the foregoing, the “Collateral” described in this
Section 4 shall not include Excluded Assets.




     5. Grant of Security Interest by Additional Account Parties. As security for the
prompt payment in full in cash and performance of all Obligations (and in addition to any other
grant of security with respect to the Obligations which may be in effect under any Facility
Document), each of the Additional Account Parties hereby pledges to the Hedge Counterparty, and
hereby grants a continuing security interest to the Hedge Counterparty in, all of each such
Additional Account Party’s right, title and interest, in, to, and under, whether now or hereafter
existing, owned or acquired and wherever located and howsoever created, arising or evidenced, all
of the following, but only to the extent constituting Financing Assets:




     (a) all Deposit Accounts identified opposite such Additional Account Party’s name on
Schedule X to the First Priority Security Agreement and any Property deposited or
carried therein or credit thereto and any replacement account therefor; and




     (b) all Proceeds, products, offspring, rents, issues, profits and returns of and from,
and all distributions on and rights arising out of, any of the foregoing;




13









 







provided that, notwithstanding the foregoing, the “Collateral” described in this
Section 5 shall not include Excluded Assets.




     6. Grant of Security Interest by Grantors. As security for the prompt payment in full
in cash and performance of all Obligations (and in addition to any other grant of security with
respect to the Obligations which may be in effect under any Facility Document), each of the
Grantors hereby pledges to the Hedge Counterparty, and hereby grants a continuing security interest
to the Hedge Counterparty in, all of each such Grantor’s right, title and interest, in, to, and
under, whether now or hereafter existing, owned or acquired and wherever located and howsoever
created, arising or evidenced, all of the following:




	 	(a)	 	Financing Assets;
	 
	 	(b)	 	Whole Loan Mortgages;
	 
	 	(c)	 	Securities;
	 
	 	(d)	 	Financing SPV Equity Interests; and
	 
	 	(e)	 	proceeds therefrom.




provided that, notwithstanding the foregoing, the “Collateral” described in this Section 6
shall not include Excluded Assets.




     7. Representations and Warranties.



          (a) Each Grantor represents and warrants that:




     (i) no financing statement (other than any which may have been filed on behalf of the Hedge
Counterparty or other Permitted Liens) covering any of the Collateral is on file in any public
office, except those financing statements identified on Schedule VI(a) to the First
Priority Security Agreement;




     (ii) such Grantor is and will be the lawful owner of all Collateral, free of all Liens and
claims whatsoever, other than the security interest hereunder and Permitted Liens, except those
Liens and claims identified on Schedule VI(a) to the First Priority Security Agreement,
with full power and authority to execute and deliver this Agreement and perform such Grantor’s
obligations hereunder, and to subject the Collateral to the security interest hereunder and (ii)
none of the Collateral of such Grantor that constitutes Collateral is subject to any Liens other
than Permitted Liens;




     (iii) all information with respect to the Collateral and Account Debtors set forth in any
schedule, certificate or other writing at any time heretofore or hereafter furnished by such
Grantor to the Hedge Counterparty is and will be true and correct in all material respects as of
the date specified therein (or, if no date is so specified, as of the date furnished);




14









 









     (iv) such Grantor’s true legal name as registered in the jurisdiction in which such Grantor is
organized or incorporated, jurisdiction of organization or incorporation, federal employer
identification number, organizational identification number, if any, as designated by the state of
its organization, formation or incorporation, chief executive office and principal place of
business are as set forth on Schedule I to the First Priority Security Agreement (and such
Grantor has not maintained its chief executive office and principal place of business at any other
location at any time after January 1, 2003 except as otherwise disclosed in writing to the
Hedge-Counterparty);




     (v) each other location where such Grantor maintains a place of business is set forth on
Schedule II to the First Priority Security Agreement or as otherwise disclosed in writing
to the Hedge Counterparty;




     (vi) except as disclosed on Schedule III to the First Priority Security Agreement,
such Grantor is not now known and during the five years preceding the date hereof has not
previously been known by any trade name;




     (vii) except as disclosed on Schedule III to the First Priority Security Agreement,
during the five years preceding the date hereof such Grantor has not been known by any legal name
different from the one set forth on the signature page of this Agreement nor has such Grantor been
the subject of any merger or other corporate reorganization;




     (viii) such Grantor is a corporation, limited partnership or limited liability company as
specified in Schedule I to the First Priority Security Agreement and is duly organized,
validly existing and in good standing under the laws of the state of its incorporation, formation
or organization;




     (ix) the execution and delivery of this Agreement, the grant of each of the security
interests, proxy and other rights granted herein and the performance by such Grantor of its
obligations hereunder are within such Grantor’s corporate, partnership or limited liability company
powers, have been duly authorized by all necessary corporate, partnership or limited liability
company action, have received all necessary governmental approvals (if any shall be required), and
do not and will not contravene or conflict with any provision of law or of the charter or by-laws
or other organizational documents of such Grantor or any judgment, order or decree, which is
binding upon such Grantor and will not cause a breach, default or event of default under of any
agreement, indenture, instrument or other document to which such Grantor is a party;




     (x) this Agreement is a legal, valid and binding obligation of such Grantor, enforceable in
accordance with its terms, except that the enforceability of this Agreement may be limited by
bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or
other similar laws now or hereafter in effect relating to creditors’ rights generally and by
general principles of equity (regardless of whether enforcement is sought in a proceeding in equity
or at law);




     (xi) no Collateral is in the possession of any Person (other than such Grantor or a custodian,
securities intermediary or account bank appointed by such Grantor) asserting any



15









 







claim thereto or security interest therein (other than Permitted Liens), except that
the Hedge Counterparty or its designees or agents may have possession of Collateral as
contemplated pursuant to the Facility Documents and this
Agreement;




     (xii) this Agreement creates a valid security interest in the Collateral, securing the
payment of the Obligations, and all filings and other actions necessary to perfect and
protect such security interest have been duly taken.



     (b) RFC represents and warrants, with respect to any UK Pledged Shares constituting Collateral,
that:




     (i) it is the sole legal and beneficial owner of the UK Pledged Shares free from all
Liens other than Permitted Liens;




     (ii) the UK Pledged Shares are fully paid;




     (iii) there are no moneys or liabilities outstanding or payable in respect of the UK Pledged
Shares or any of them;




     (iv) it is lawfully entitled to create the security over the UK Pledged Shares constituted by
this Agreement in favor of the Hedge Counterparty;




     (v) together the UK Pledged Shares constitute 65% of the issued share capital of each Company;
and




     (vi) any UK Pledged Shares constituting Collateral are fully transferable to the First
Priority Collateral Agent (or any other person as the First Priority Collateral Agent shall direct)
without restriction and in particular in respect of any pre-emption rights or restrictions in the
articles of association of any UK Pledged Shares Company all appropriate waivers have been obtained
in respect of them from all other shareholders of that UK Pledged Shares Company, which are
unconditional, irrevocable and legally binding and enforceable.



     8. Grantor Remains Liable; Nature of Security Interest; Subrogation, etc.



     (a) Anything herein to the contrary notwithstanding, (i) each Grantor shall remain liable
under the contracts and agreements included in the Collateral to the extent set forth therein, and
will perform all of its duties and obligations under such contracts and agreements to the same
extent as if this Agreement had not been executed, (ii) the exercise by the Hedge Counterparty of
any of its rights hereunder shall not release any Grantor from any of its duties or obligations
under any such contracts or agreements included in the Collateral, and (iii) the Hedge Counterparty
shall have no obligation or liability under any contracts or agreements included in the Collateral
by reason of this Agreement, nor shall the Hedge Counterparty be obligated to perform any of the
obligations or duties of any Grantor thereunder or to take any action to collect or enforce any
claim for payment assigned hereunder.



     (b) This Agreement shall in all respects be a continuing, absolute,
unconditional and irrevocable grant of security interests to the Hedge Counterparty and shall
remain in full force and



16









 







effect until all Obligations have been paid in full in cash and the Hedge Documents have
terminated. All rights of the Hedge Counterparty and the security interests granted to the Hedge
Counterparty and all obligations of the Grantors hereunder shall in each case be absolute,
unconditional and irrevocable irrespective of (i) any lack of validity, legality or enforceability
of any Facility Document, (ii) the failure of the Hedge Counterparty (A) to assert any claim or
demand or to enforce any right or remedy against any Grantor or any other Person under the
provisions of any Facility Document or otherwise, or (B) to exercise any right or remedy against
any other guarantor of, or-collateral securing, any Obligations, (iii) any change in the time,
manner or place of payment of, or in any other term of, all or any part of the Obligations, or any
other extension, compromise or renewal of any Obligations, (iv) any reduction, limitation,
impairment or termination of any Obligations (except until all Obligations have been paid in full
in cash and the Hedge Documents have terminated) for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to (and, to the extent not
inconsistent with its obligations to the Other Secured Parties, each Grantor hereby waives any
right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by
reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability
of, or any other event or occurrence affecting, any Obligations or otherwise, (v) any amendment to,
rescission, waiver, or other modification of, or any consent to or departure from, any of the terms
of any Facility Document, (vi) any addition, exchange or release of any Collateral of the
Obligations, or any surrender or non-perfection of any Collateral, ..or any amendment to or waiver
or release or addition to, or consent to or departure from, any other guaranty held by the Hedge
Counterparty securing any of the Obligations, or (vii) any other circumstance which might otherwise
constitute a defense available to, or a legal or equitable discharge of, any Grantor or any other
Grantor, any surety or any guarantor.



     (c) Until one year and one day after all Obligations have been paid in full in cash and the
Hedge Documents have terminated and to the extent not inconsistent with its obligations to the
Other Secured Parties, each Grantor hereby irrevocably waives any claim or other rights which it
may now or hereafter acquire against any Borrower, any other Grantor or any other Grantor that
arise from the existence, payment, performance or enforcement of such Grantor’s obligations under
this Agreement or any other Facility Document, including any right of subrogation, reimbursement,
exoneration or indemnification, any right to participate in any claim or remedy of the Hedge
Counterparty against any Borrower, any other Grantor or any other Grantor or any Collateral which
the Hedge Counterparty now has or hereafter acquires, whether or not such claim, remedy or right
arises in equity, or under contract, statute or common law, including the right to take or receive
from any Borrower, any Grantor or any other Grantor, directly or indirectly, in cash or other
property or by set-off or in any manner,


payment or security on account of such claim or other rights. If any amount shall be paid to
any Grantor in violation of the preceding sentence and the Obligations shall not have been
indefeasibly paid in full in cash or the Hedge Documents have not been terminated, then such amount
shall be deemed to have been paid to such Grantor for the benefit of, and held in trust for, the
Hedge Counterparty, and shall forthwith be paid to the Hedge Counterparty to be credited and
applied upon the Obligations, whether matured or unmatured. Each Grantor acknowledges that it will
receive direct and indirect benefits from the financing arrangements contemplated by the Hedge
Documents and that the waiver set forth in this 

Section 8(c) is knowingly made in contemplation of such benefits.




17









 








     (d) Except as otherwise provided in the Hedge Documents, if the Hedge Counterparty may, under
applicable Requirements of Law, proceed to realize its benefits under this Agreement or the other
Facility Documents giving the Hedge Party a lien upon any Collateral, either by judicial
foreclosure or by non-judicial sale or enforcement, the Hedge Counterparty may, at its sole option,
determine which of its remedies or rights it may pursue without affecting any of its rights and
remedies under this Agreement. If, in the exercise of any of its rights and remedies, the Hedge
Counterparty shall forfeit any of its rights or remedies, including its right to enter a deficiency
judgment against any Grantor or any other Grantor or any other Person, whether because of any
applicable Requirements of Law pertaining to “election of remedies” or the like, each Grantor, to
the extent not inconsistent with its obligations to the Other Secured Parties, hereby consents to
such action by the Hedge Counterparty and waives any claim based upon such action, even if such
action by such party shall result in a full or partial loss of any rights of subrogation that such
Grantor might otherwise have had but for such action by such party.



     9. Collections, etc. Until such time during the existence of an Event of Default as
the Hedge Counterparty shall notify such Grantor of the revocation of such power and authority and
to the extent not inconsistent with its obligations to the Other Secured Parties, each Grantor (a)
will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the
Non-Tangible Collateral, including the taking of such action with respect to such collection as the
Hedge Counterparty may reasonably request or, in the absence of such request, as such Grantor may
deem advisable; and (b) may grant, in the ordinary course of business, to any party obligated on
any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be
lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease
of which shall have given rise to such Non-Tangible Collateral. The Hedge Counterparty, however,
may, at any time that an Event of Default has occurred and is continuing, whether before or after
any revocation of such power and authority or the maturity of any of the Obligations, notify any
party obligated on any of the Non-Tangible Collateral to make payment or otherwise render
performance to or for the benefit of the Hedge Counterparty and enforce, by suit or otherwise the
obligations of any such party obligated on any Non-Tangible Collateral. In connection therewith,
the
Hedge Counterparty may surrender, release or exchange all or any part thereof, or compromise
or extend or renew for any period (whether or not longer than the original period) any indebtedness
thereunder or evidenced thereby. Upon request of the Hedge Counterparty following the occurrence
and during the continuation of an Event of Default and to the extent not inconsistent with its
obligations to the Other Secured Parties, each Grantor will, at its own expense, notify any party
obligated on any of the Non-Tangible Collateral to make payment to or for the benefit of the Hedge
Counterparty of any amounts due or to become due thereunder.



     10. Release. Collateral shall from time to time be released from the security interest
created by this Agreement pursuant to and in accordance with the provisions of the Facility
Documents. To the extent that Collateral is released from the lien of the First Priority Security
Agreement (other than in connection with the termination of the First Priority Security Agreement)
in accordance with the terms of such agreement and the other Facility Documents, such release shall
automatically release such Collateral from the security interest created by this Agreement in favor
of the Hedge Counterparty.



     11.Agreements of the Grantors. (a) To the extent not inconsistent with its obligations
to the Other Secured Parties and subject to

 Section 1(b) of this Agreement, each Grantor:



18









 






     (i) will execute such financing statements (or any equivalent filings in the United Kingdom
and the Netherlands) and other documents (and pay the cost of filing or recording the same in all
public offices reasonably determined to be appropriate by the Hedge Counterparty) and do such other
acts and things (including, without limitation, delivery to the Hedge Counterparty of any
Instruments and Certificated Securities which constitute Collateral), all as the Hedge Counterparty
may from time to time reasonably request, to establish and maintain a valid perfected security
interest in the Collateral (free of -all other liens, claims and rights of third parties
whatsoever, other than Permitted Liens) to secure the payment of the Obligations, and each Grantor
authorizes the Hedge Counterparty to file, without limitation, any financing statement (or any
equivalent filings in the United Kingdom and the Netherlands) that (i) indicates the Collateral (x)
as “all property” or “all assets” of such Grantor or words of similar effect, regardless of whether
any particular asset in the Collateral falls within the scope of Article 9 of the UCC of the
jurisdiction wherein such financing statement is filed, or (y) as being of an equal or lesser scope
or with greater detail, and (ii) contains any other information required by Section 5 of Article 9
of the UCC of the jurisdiction wherein such financing statement is filed regarding the sufficiency
or filing office acceptance of any financing statement (or any equivalent filings in the United
Kingdom and the Netherlands), including (x) whether such Grantor is an organization, the type of
organization and any organizational identification number issued to such Grantor and (y) in the
case of a financing statement (or any equivalent filings in the United Kingdom and the Netherlands)
filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut,
a sufficient description of real property to which the Collateral relates;




     (ii) will keep all its records regarding Collateral at, and will not maintain any place of
business at any location other than, its address(es) shown on
Schedules I and II to the First
Priority Security Agreement or at such other addresses of which such Grantor shall have given the
Hedge Counterparty not less than 30 days’ prior written notice;




     (iii) will not change its state of organization or incorporation and will not change its
name, identity or corporate structure or its organizational identification number for the state of
its incorporation, formation or organization, in each case such that any financing statement filed
to perfect the Hedge Counterparty’s interests under this Agreement would become seriously
misleading, unless such Grantor shall have given the Hedge Counterparty not less than 30 days’
prior notice of such change (provided that this Section 11(a)(iii) shall not be
deemed authorize any change or transaction prohibited under the Loan Agreement or the Hedge
Documents) and shall have taken or will timely take all action necessary to maintain continued
perfection and priority of the security interest created hereunder following such change;




     (iv) to the extent practicable, will keep its records concerning the Collateral in such a
manner as will enable the Hedge Counterparty or its designee to determine at any time the status of
the Collateral;




     (v) to the extent practicable, will furnish the Hedge Counterparty such information as is
available to such Grantor concerning such Grantor, the Collateral and the Account Debtors as the
Hedge Counterparty may from time to time reasonably request;




19









 









     (vi) will permit the Hedge Counterparty and its designee, from time to time, on
reasonable notice and at reasonable times and intervals during normal business hours (or
at any time without notice if a Default has occurred and is continuing) to inspect, audit
and make copies of and extracts from all records and all other papers in the possession of
such Grantor pertaining to the Collateral and the Account Debtors, and will, upon request
of the Hedge Counterparty during the existence of a Default and to the extent practicable,
deliver to the Hedge Counterparty all of such records and papers;




     (vii) will not sell, lease or assign any Collateral except as permitted by the
Facility Documents or create or permit to exist any Lien on any Collateral other than
Permitted Liens;




     (viii) will keep all of the Collateral granted by such Grantor, along with Deposit
Accounts and Investment Property which constitute Collateral, in the United States or at
such other locations outside of the United States as may be specified in writing to the
Hedge Counterparty;




     (ix) will promptly notify the Hedge Counterparty in writing upon becoming the
beneficiary under any letter of credit in excess of $10,000,000 (or any lesser amount
specified in writing by the Hedge Counterparty, if a Default has occurred and is
continuing) and, at the request of the Hedge Counterparty, pursuant to an agreement in form
and substance satisfactory to the Hedge Counterparty, either (A) arrange for the issuer and
any confirmer or other nominated person of such letter of credit to consent to an
assignment to the Hedge Counterparty of such letter of credit or (B) arrange for the Hedge
Counterparty to become the transferee beneficiary of such letter of credit;




     (x) will promptly notify the Hedge Counterparty in writing if such Grantor holds or
acquires an interest in any Electronic Chattel Paper constituting Collateral and, at the
request of the Hedge Counterparty, take such action as the Hedge Counterparty may
reasonably request to vest control, under Section 9-105 of the UCC, of such Electronic
Chattel Paper constituting Collateral in the Hedge Counterparty;




     (xi) acknowledges and agrees that it is not authorized to file any financing statement
in favor of the Hedge Counterparty without the prior written consent of the Hedge
Counterparty, and that it will not do so without the prior written consent of the Hedge
Counterparty, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC;




     (xii) will facilitate the realization of the Collateral and the exercise of all
powers, authorities and discretions vested by this Agreement in the Hedge Counterparty; and




     (xiii) subject to Section 1(b) of this Agreement, shall in particular promptly
execute all transfers, conveyances, assignments, assurances which the Hedge Counterparty
may reasonably request in order to preserve or protect its interest in the Collateral in
each case to the extent not inconsistent with the Grantor’s obligations to the Other
Secured Parties.


Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne
jointly and severally by the Grantors. Notwithstanding the foregoing, the Hedge Counterparty shall
have




20









 




no obligation or liability regarding the Collateral or any proceeds thereof by reason of, or
arising out of, this Agreement.




     (b) To the extent not inconsistent with its obligations to the Other Secured Parties and to
the extent related to Collateral hereunder, each of RFC and RFC Holding (i) shall execute a written
declaration as referred to in clause 19.12 of the articles of association (statuten) of GMAC RFC
International Holdings Coöperatief U.A pursuant
to which it terminates its membership (lidmaatschap) of  GMAC
RFC International Holdings
CoOperatief U.A., subject to the occurrence of an Event of Default or the delivery of a notice in
accordance with Section 8.02 (Remedies) of the Loan Agreement and (ii) shall not revoke such
written declaration or otherwise take any action that results in such written declaration being
nullified or declared null and void.



     (c) To the extent not inconsistent with its obligations to the Other Secured Parties, ResCap
acknowledges and agrees that (a) it shall (1) not waive any rights under nor amend, novate,
repudiate, rescind or otherwise terminate or permit to be terminated any Assigned Document
constituting Collateral without the prior written consent of the Hedge Counterparty; (2) diligently
pursue any remedies available to it for any breach of, or in respect of any claim in relation to,
any Assigned Document constituting Collateral; (3) deposit the UK Note and any UK Note Related
Security constituting Collateral issued in relation to a UK Note pursuant to Clause 8.2 (New Note
Certificate) of the Note Issuance Facility Deed with the First Priority Collateral Agent or the
Collateral Control Agent] and (4) procure that the UK SPE complies with its obligations under
Clause 8.2 (New Note Certificate) of the Note Issuance Facility Deed, including, without
limitation, granting a power of attorney in favor of the First Priority Collateral Agent or the
Collateral Control Agent in a form set out in Schedule 9 to the Note Issuance Facility Deed; and
(b) all payments received by it in connection with the UK Note, including the proceeds of any
redemption of the UK Note whether as a result of a disposal of any assets or otherwise, shall be
deposited into an account specified by the Hedge Counterparty from time to time in accordance with
Section 4.02 of the Loan Agreement; in each case to the extent the foregoing constitute Collateral.



     12. Agreement as to Investment Property; Voting.



Subject to Section 1(b) of this Agreement:




     (a) To the extent not inconsistent with the Grantors’ obligations to the Other Secured
Parties, all certificates or Instruments, if any, representing or evidencing any Collateral,
including any Pledged Property, shall be delivered to and held by or on behalf of (and, in the case
of the Pledged Notes, endorsed to the order of) the Hedge Counterparty pursuant hereto, shall be in
suitable form for transfer by delivery, and shall be accompanied by all necessary endorsements or
instruments of transfer or assignment, duly executed in blank; provided that notes evidencing
individual residential mortgage loans included in Primary Collateral need not be so delivered
before September 15, 2008.



     (b) To the extent not inconsistent with the Grantors’ obligations to the Other Secured Parties
and to the extent any Collateral constitutes a “certificated security” (as defined in Section
8-102(a)(4) of the UCC), each Grantor shall take such other actions as necessary to grant “control”
(as defined in Section 8-106 of the UCC) to the Hedge Counterparty over such Collateral.




21









 








     (c) Not later than the Account Transfer Date, to the extent not inconsistent with the
Grantors’ obligations to the Other Secured Parties and to the extent any of its Collateral
constitutes an “uncertificated security” (as defined in Section 8-102(a)(18) of the UCC) with a
Carrying Value of $10,000,000 or more, each Grantor shall take and cause the appropriate Person
(including any issuer, entitlement holder or securities intermediary thereof) to take all actions
necessary to grant “control” (as defined in Section 8-106 of the UCC) to the Hedge Counterparty
over such Collateral including, without limitation, causing delivery of such Collateral or causing
the issuer of such Collateral, as appropriate, to agree to comply with the instructions originated
by the Hedge Counterparty without further consent by the registered owner thereof.



     (d) Not later than the Account Transfer Date, to the extent not inconsistent with the
Grantors’ obligations to the Other Secured Parties and to the extent any of its Collateral
constitutes a “security entitlement” or a “securities account” (as such terms are defined in
Sections 8-102(a)(17) and 8-501(a), respectively, of the UCC), each Grantor shall take and cause
the appropriate Person (including any securities intermediary thereof) to take all actions
necessary to grant “control” (as defined in Section 8-106 of the UCC) to the Hedge Counterparty
over such Collateral including, without limitation, causing to be delivered to the Hedge
Counterparty an agreement, in form and substance satisfactory to the Hedge Counterparty, executed
by the securities intermediary thereof whereby such securities intermediary agrees (i) that it will
comply with entitlement orders originated by the Hedge Counterparty without further consent by such
Grantor or any other Person with respect to all such Collateral (it being understood that such
agreement may provide that at all times when such securities intermediary has not been notified by
the Hedge Counterparty to the contrary, the securities intermediary may comply with entitlement
orders of such Grantor), (ii) to subordinate any security interest it may have in and to all such
Collateral to the security interest of the Hedge Counterparty therein, and (iii) that it will not
agree with any Person other than the Hedge Counterparty in any manner that would grant such Person
“control” over any such Collateral without the Hedge Counterparty’s prior written consent.



     (e) To the extent not inconsistent with its obligations to the Other Secured Parties, each
Pledgor will, from time to time upon the request of the Hedge Counterparty, promptly deliver to the
Hedge Counterparty Collateral constituting such stock powers, instruments, and similar documents,
satisfactory in form and substance to the Hedge Counterparty, with respect to the Collateral as the
Hedge Counterparty may reasonably request and will, from time to time upon the request of the Hedge
Counterparty after the occurrence of any Default, promptly transfer any Pledged Shares, Pledged
Interests or other shares of common stock, member interests or other ownership interests
constituting Collateral into the name of any nominee designated by the Hedge Counterparty.



     (f) To the extent not inconsistent with its obligations to the Other Secured Parties and
subject to clause (g) below, each Pledgor will, at all times, keep pledged to the Hedge
Counterparty all Pledged Shares, Pledged Interests and all other shares of capital stock, member
interests or other ownership interests constituting Collateral, and
all securities, security entitlements and securities accounts constituting Collateral,
Dividends and Distributions constituting Collateral with respect thereto, all Pledged Notes
constituting Collateral, all interest, principal and other proceeds constituting Collateral
received by the Hedge Counterparty with respect to the Pledged Notes constituting Collateral, all
Pledged Note Liens constituting Collateral and all other Collateral and other securities,
instruments, security entitlements, financial assets, investment property, proceeds,



22









 







and rights constituting Collateral from time to time received by or distributable to a Pledgor
in respect of any Collateral.



     (g) In the event that any Dividend or Distribution constituting Collateral is to be paid on
any Pledged Share or any Pledged Interest constituting Collateral or any payment of principal or
interest constituting Collateral is to be made on any Pledged Note constituting Collateral at a
time when no Event of Default has occurred and is continuing, such Dividend, Distribution or
payment  constituting Collateral may be paid  directly to the relevant Grantor. If any Event of
Default has occurred and is continuing, then any such Dividend, Distribution or payment shall be
paid directly to the Hedge Counterparty in accordance with
Section 12(h).



     (h) To the extent not inconsistent with its obligations to the Other Secured Parties, each
Pledgor agrees:




     (i) following the occurrence and during the continuance of any Event of Default,
promptly upon receipt thereof by any Pledgor and without any request therefor by the Hedge
Counterparty, to deliver (properly endorsed where required hereby or requested by the Hedge
Counterparty) to the Hedge Counterparty all Collateral consisting of Dividends,
Distributions, all interest, all principal, all other cash payments, and all proceeds of
the Collateral, all of which shall be held by the Hedge Counterparty as additional
Collateral for use in accordance with Section 13(f); and




     (ii) after any Event of Default shall have occurred and be continuing and the Hedge
Counterparty has notified the relevant Pledgor of the Hedge Counterparty’s intention to
exercise its voting power under this clause (ii), (A) the Hedge Counterparty may
exercise (to the exclusion of such Pledgor) the voting power and all other incidental
rights of ownership with respect to any Pledged Shares, Pledged Interests or other shares
of capital stock, member interests or other ownership interests in each case constituting
Collateral and EACH PLEDGOR HEREBY GRANTS THE HEDGE COUNTERPARTY AN IRREVOCABLE PROXY,
EXERCISABLE UNDER SUCH CIRCUMSTANCES, TO VOTE THE PLEDGED SHARES, THE PLEDGED INTERESTS
CONSTITUTING COLLATERAL, WITH SUCH PROXY TO



REMAIN VALID UNTIL THE PAYMENT IN FULL IN CASH OF ALL OBLIGATIONS, THE TERMINATION OR
EXPIRATION OF ALL COMMITMENTS; and (B) promptly to deliver to the Hedge Counterparty such
additional proxies and other documents as may be necessary to allow the Hedge Counterparty
to exercise such voting power with respect to such Collateral, in each case to the extent
not inconsistent with its obligations to Other Secured Parties;



     (i) All Collateral constituting Dividends, Distributions, interest, principal, cash payments,
and proceeds and all rights under the UK Note and the UK Note Related Security which may at any
time and from time to time be held by a Pledgor but which such Pledgor is then obligated to deliver
to the Hedge Counterparty, shall, until delivery to the Hedge Counterparty, be held by such Pledgor
separate and apart from its other property in trust for the Hedge Counterparty. The Hedge
Counterparty agrees that unless it has received written notice from the Hedge Counterparty or the
Hedge Counterparty that an Event of Default shall have occurred and be continuing and the Hedge
Counterparty shall have given the notice referred to in Section 12(h)(ii), such Pledgor
shall have the exclusive voting power with respect to any shares of capital stock,



23









 







member interests or other ownership interest (including any of the Pledged Shares, Pledged
Interests or UK Pledged Shares) constituting Collateral and the Hedge Counterparty shall, upon the
written request of such Pledgor, promptly deliver (at the Grantors’ joint and several expense) such
proxies and other documents, if any, as shall be reasonably requested by such Pledgor which are
necessary to allow such Pledgor to exercise voting power with respect to any such share of capital
stock, member interests or other ownership interests (including any of the Pledged Shares, Pledged
Interests or UK Pledged Shares) constituting Collateral;
provided, however, that no vote
shall be cast, or consent, waiver, or ratification given, or action taken by any Pledgor- that
could reasonably be expected to be adverse in any material respect to the interests of the Hedge
Counterparty, or be inconsistent with or violate any provision of the Loan Agreement, the Hedge
Documents or any other Facility Document (including this Agreement).



     (j) No Pledgor will, without the prior written consent of the Hedge Counterparty: (A) enter
into any agreement amending, supplementing, or waiving in any material respect any provision of any
Collateral consisting of any Pledged Note, any Pledged Note Lien or any UK Pledged Share (including
the underlying instrument pursuant to which such Pledged Note, Pledged Note Lien or UK Pledged
Share is issued) or compromising or releasing or extending the time for payment of any obligation
of the maker thereof, (B) take or omit to take any action the taking or the omission of that would
result in any impairment or alteration of any obligation of the maker of Pledged Note, Pledged Note
Lien, UK Pledged Share or other instrument constituting Collateral, (C) permit the issuance of (x)
any Collateral consisting of additional equity interests of any Pledged Share Issuer or Pledged
Interest Issuer (unless immediately upon such issuance the same
are pledged and delivered to the Hedge Counterparty pursuant to the terms hereof, to the
extent necessary to give the Hedge Counterparty a security interest after such issue in at least
the same percentage of such Pledgor’s outstanding interests as before such issue), (y) any
Collateral consisting of securities or other ownership interests convertible voluntarily by the
holder thereof or automatically upon the occurrence or non-occurrence of any event or condition
into, or exchangeable for, any such shares or other ownership interests, or (z) any Collateral
consisting of warrants, options, contracts or other commitments entitling any Person to purchase or
otherwise acquire any such shares or other ownership interests, or (D) enter into any agreement
creating or otherwise permit to exist, any restriction or condition upon the transfer, voting or
control of any Collateral consisting of any Pledged Share, Pledged Interest or UK Pledged Share
that could reasonably be deemed to be adverse to the Hedge Counterparty. Each Pledgor shall
provide, or cause the relevant Pledged Share Issuer or Pledged Interest Issuer to provide, the
Hedge Counterparty with a copy of any amendment or supplement to, or modification or waiver of, any
term or provision of any of the organizational documents of such relevant Pledged Share Issuer or
Pledged Interest Issuer, provided that such Pledgor shall not enter into any such amendment,
supplement, modification or waiver of the organizational documents of such relevant Pledged Share
Issuer or Pledged Interest Issuer which could reasonably be expected to be adverse to the interests
of the Hedge Counterparty. The Pledgors covenant and agree that they shall not consent to or permit
(1) any Collateral consisting of any Pledged Interest to be dealt with or traded on any securities
exchanges or in any securities market or (2) any Collateral consisting of any Pledge Interest
Issuer to elect to have its Pledged Interests treated as a “security” under Article 8 of the UCC
unless the relevant Pledgors have (I) caused such Collateral consisting of any Pledged Interest to
be certificated and (II) delivered all certificates evidencing such Collateral consisting of such
Pledged Interest to the Hedge Counterparty, together with duly executed undated blank transfer
powers, or other equivalent instruments of transfer acceptable to the Hedge Counterparty.



24









 





     (k) Each Pledgor shall take such actions such that its Collateral consisting of Pledged
Interests and Pledged Shares at all times shall be duly authorized, validly registered, fully paid
and non-assessable, and shall not be registered in violation of the organic documents of the
Pledgors or the preemptive rights of any Person, if any, or of any agreement by which the Pledgors
or any Pledged Share Issuer or Pledged Interest Issuer is bound.



     13.
Defaults and Events of Default; Remedies.



     (a) Each Grantor hereby irrevocably appoints the Hedge Counterparty its attorney-in-fact,
with-full authority in the place and stead of such Grantor and in the name of such Grantor or
otherwise, from time to time, upon the occurrence and during the continuation of an Event of
Default, to take any action and to execute any instrument which the Hedge Counterparty may request
to accomplish the purposes of this Agreement, including (i) to ask, demand, collect, sue for,
recover, compromise, receive and give acquittance and receipts for moneys due and to become due
under or in respect


of any of the Collateral, (ii) to receive, endorse, and collect any drafts or other Collateral
in connection with clause (i) above, (iii) to file any claims or take any action or
institute any proceedings which the Hedge Counterparty may request for the collection of any of the
Collateral or otherwise to enforce the rights of the Hedge Counterparty with respect to any of the
Collateral, and (iv) to perform the affirmative obligations of such Grantor hereunder. 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 AND ALL COMMITMENTS HAVE TERMINATED.



     (b) If an Event of Default shall have occurred and be continuing, in addition to its rights in
the foregoing clause (a) and without limiting the generality of such clause, the Hedge
Counterparty may exercise from time to time any rights and remedies available to it under the UCC,
under any other applicable Requirements of Law and in the clauses
(c) through (g) set forth
below in this Section 13.



     (c) Each Grantor agrees, (i) at the Hedge Counterparty’s request if a Default has occurred and
is continuing, to assemble, at its expense, all its Inventory and other Goods (other than Fixtures)
and all records for all Collateral at a convenient place or places acceptable to the Hedge
Counterparty, and (ii) if an Event of Default has occurred and is continuing, at the Hedge
Counterparty’s request, to execute all such documents and do all such other things which may be
necessary or desirable in order to enable the Hedge Counterparty or its nominee to be registered as
owner of the Intellectual Property with any competent registration authority.



     (d) Notice of the intended disposition of any Collateral may be given by first-class mail,
hand-delivery (through a delivery service or otherwise), facsimile or E-mail, and shall be deemed
to have been “sent” upon deposit in the U.S. mails with adequate postage properly affixed, upon
delivery to an express delivery service, upon the electronic submission through telephonic services
or, if by facsimile transmission, when sent against mechanical confirmation of successful
transmission, as applicable. Each Grantor hereby agrees and acknowledges that: (i) with respect to
Collateral that is (A) perishable or threatens to decline speedily in value or (B) is of a type
customarily sold on a recognized market, no notice of disposition need be given; and (ii) with




25









 







respect to Collateral not described in clause (i) above, notification sent after default
and at least ten days before any proposed disposition provides notice within a reasonable time
before disposition.




     (e) Each Grantor hereby agrees and acknowledges that a disposition (i) made in the usual
manner on any recognized market, (ii) at the price current in any recognized
market at the time of disposition or (iii) in conformity with reasonable commercial practices
among dealers in the type of property subject to the disposition shall, in each case, be deemed
commercially reasonable.



     (f) Any cash proceeds of any disposition by the Hedge Counterparty of any of the Collateral
shall be applied by the Hedge Counterparty, first, to payment of the Hedge Counterparty’s expenses
in connection with the Collateral, including without limitation, attorneys’ fees and legal
expenses, and thereafter to the payment of any and all of the Obligations in such order of
application as the Hedge Counterparty may from time to time direct, and thereafter any surplus will
be paid to the applicable Grantor or as a court of competent jurisdiction shall direct. The Hedge
Counterparty need not apply or pay over for application noncash proceeds of collection and
enforcement unless (i) the failure to do so would be commercially unreasonable and (ii) the
applicable Grantor has provided the Hedge Counterparty with a written demand to apply or pay over
such noncash proceeds on such basis. To the extent permitted by applicable law and to the extent
not inconsistent with its obligations to the Other Secured Parties, each Grantor waives all claims,
damages and demands it may acquire against the Hedge Counterparty arising out of the exercise by
the Hedge Counterparty of any rights hereunder.



     (g) [Reserved]



     (h) If any Event of Default has occurred and is continuing, the Hedge Counterparty may
exercise in respect of the Collateral, in addition to other rights and remedies provided for herein
or otherwise available to it, all the rights and remedies of a secured party on default under the
UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except
as specified below, (or, if notice cannot be waived under the UCC, as required to be provided by
the UCC) sell the Collateral or any part thereof in one or more parcels at public or private sale,
at any of the Hedge Counterparty’s offices or elsewhere, for cash, on credit or for future
delivery, and upon such other terms as the Hedge Counterparty may deem commercially reasonable.
Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10)
days’ prior notice to such Grantor of the time and place of any public sale or the time after which
any private sale is to be made shall constitute reasonable notification. The Hedge Counterparty
shall not be obligated to make any sale of Collateral regardless of notice of sale having been
given. The Hedge Counterparty may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned.



     (i) If any Event of Default has occurred and is continuing, the Hedge Counterparty may
transfer all or any part of the Collateral into the name of the Hedge Counterparty or its
nominee, with or without disclosing that such Collateral is subject to the lien and security
interest hereunder, notify the parties obligated on any of the Collateral to make payment to the
Hedge Counterparty of any amount due or to become due thereunder, enforce collection of any of the
Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or
compromise or extend or renew for any period (whether or not longer than the original
period) any obligations of any nature




26









 







of any party with respect thereto, endorse any checks, drafts, or other writings in any Grantor’s
name to allow collection of the Collateral, take control of any proceeds of the Collateral, and
execute (in the name, place and stead of each Grantor) endorsements, assignments, transfer powers
and other instruments of conveyance or transfer with respect to all or any of the Collateral.




     (j) To the extent not inconsistent with its obligations to the Other Secured Parties, each
Grantor agrees that in any sale of any of the Collateral whenever an Event of Default shall have
occurred and be continuing, the Hedge Counterparty is hereby authorized to comply with any
limitation or restriction in connection with such sale as it may be advised by counsel is necessary
in order to avoid any violation of applicable Requirements of Law (including compliance with such
procedures as may restrict the number of prospective bidders and purchasers, require that such
prospective bidders and purchasers have certain qualifications, and restrict such prospective
bidders and purchasers to persons who will represent and agree that they are purchasing for their
own account for investment and not with a view to the distribution or resale of such Collateral),
or in order to obtain any required approval of the sale or of the purchaser by any governmental
regulatory authority or official, and, to the extent not inconsistent with its obligations to the
Other Secured Parties, each Grantor further agrees that such compliance shall not result in such
sale being considered or deemed not to have been made in a commercially reasonable manner, nor
shall the Hedge Counterparty be liable nor accountable to the Grantors for any discount allowed by
the reason of the fact that such Collateral is sold in compliance with any such limitation or
restriction. The Hedge Counterparty may sell the Collateral without giving any warranties or
representations as to the Collateral. The Hedge Counterparty may disclaim any warranties of title
or the like. This procedure will not be considered to adversely affect the commercial
reasonableness of any sale of the Collateral.



     14. Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable
care in the custody and preservation thereof, the Hedge Counterparty will have no duty as to any
Collateral in its possession or control or in the possession or control of any sub-agent or bailee
or any income therefrom or as to the preservation of rights against prior parties or any other
rights pertaining thereto. The Hedge Counterparty will be deemed to have exercised reasonable care
in the custody and preservation of the Collateral in its possession or control if such Collateral
is accorded treatment substantially equal to that which it accords its own property, and will not
be liable or responsible for any loss or damage to any Collateral, or for any diminution in the
value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Hedge
Counterparty in good faith or by reason of any act or omission by the Hedge Counterparty pursuant
to instructions from the Hedge Counterparty, except to the extent that such liability arises from
the Hedge Counterparty’s gross negligence or willful
misconduct.



     To the extent that applicable law imposes duties on the Hedge Counterparty to exercise
remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is
commercially reasonable for the Hedge Counterparty (a) to fail to incur expenses reasonably deemed
significant by the Hedge Counterparty to prepare Collateral for disposition or otherwise to
complete raw material or work-in-process into finished goods or other finished products for
disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of,
or to obtain or, if not required by other law, to fail to obtain governmental or third party
consents for the collection or disposition of Collateral to be collected or disposed of, (c) to
fail to exercise collection remedies against Account Debtors or other Persons obligated on
Collateral or to remove liens or



27









 




encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies
against Account Debtors and other Persons obligated on Collateral directly or through the use of
collection agencies and other collection specialists, (e) to advertise dispositions of Collateral
through publications or media of general circulation, whether or not the Collateral is of a
specialized nature, (f) to contact other Persons, whether or not in the same business as the
Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (g) to
hire one or more professional auctioneers to assist in the disposition of Collateral, whether or
not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet
sites that provide for the auction of assets of the types included in the Collateral or that have
the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose
of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties,
including, without limitation, any warranties of title, (k) to purchase insurance or credit
enhancements to insure the Hedge Counterparty against risks of loss, collection or disposition of
Collateral, or to provide to the Hedge Counterparty a guaranteed return from the collection or
disposition of Collateral or (1) to obtain the services of brokers, investment bankers, consultants
and other professionals to assist the Hedge Counterparty in the collection or disposition of any of
the Collateral. Each Grantor acknowledges that the purpose of this Section is to provide
non-exhaustive indications of what actions or omissions by the Hedge Counterparty would not be
commercially unreasonable in the Hedge Counterparty’s exercise of remedies against the Collateral
and that other actions or omissions by the Hedge Counterparty shall not be deemed commercially
unreasonable solely on account of not being specifically referred to in this Section. Without
limitation upon the foregoing, nothing contained in this Section shall be construed to grant any
right to a Grantor or to impose any duties on the Hedge Counterparty that would not have been
granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this
Section.




     15. Relationship to First Priority Security Agreement; First Priority Collateral
Agent.



     (a) Notwithstanding anything herein to the contrary, to the extent that the
Obligations are secured under the First Priority Security Agreement, the Hedge Counterpart),
agrees not to exercise its rights or take any action under this Agreement, unless such action is
authorized, or such right granted, to the Hedge Counterparty as a Lender Party under the First
Priority Security Agreement.



     (b) Notwithstanding anything herein to the contrary and prior to the Discharge of First
Priority Claims (as defined in the Intercreditor Agreement), to the extent that the Obligations are
not secured under the First Priority Security Agreement, the Hedge Counterparty agrees not to
exercise its rights or take any action under this Agreement which would materially conflict with,
or interfere with the arrangements contemplated by, the First Priority Security Agreement and the
Intercreditor Agreement.



     16. General.



     If, at the option of the relevant Grantor or as required pursuant to the Facility Documents, a
Grantor shall cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such
Subsidiary shall execute and deliver to the Hedge Counterparty a joinder agreement substantially in
the form of Attachment II with such other changes as may be acceptable to the Hedge
Counterparty




28









 







(each a “Joinder Agreement”), and shall thereafter for all purposes be a party hereto and
have the same rights and obligations as a Grantor party hereto on the date hereof.




     In the alternative, if any Grantor shall cause any Subsidiary that is not a Grantor to become
a Grantor under the Facility Documents by executing a joinder agreement under the First Priority
Security Agreement, such Subsidiary shall deliver to the Hedge Counterparty such joinder agreement
upon execution for acknowledgement by the Hedge Counterparty, and
upon acknowledgement of such
Joinder Agreement by  the Hedge Counterparty such Subsidiary shall thereafter for all purposes be a
party hereto and have the same rights and obligations as a Grantor party hereto on the date hereof.



     Each Grantor agrees that a carbon, photographic or other reproduction of this Agreement is
sufficient as a financing statement. The Grantors hereby ratify their authorization contained in
Section 11(a)(i) for the Hedge Counterparty to have filed in any Uniform Commercial Code
jurisdiction prior to the date hereof any financing statement or amendment thereto filed prior to
the date hereof.



     All notices hereunder shall be in writing (including facsimile transmission) and shall be
sent, in the case of any Grantor, to the address of such Grantor shown on Schedule XI to
the First Priority Security Agreement and, in the case of the Hedge Counterparty, at its address
set forth on Schedule XI to the First Priority Security Agreement, or to such other address
as such party may, by written notice received by the other parties, have designated as its address
for such purpose. Notices sent by facsimile


transmission or e-mail shall be deemed to have been given when sent against mechanical
confirmation of successful transmission; notices sent by mail shall be deemed to have been given
three Business Days after the date when sent by registered or certified mail, postage prepaid; and
notices sent by hand delivery or overnight courier shall be deemed to have been given when
received.



     To the extent not inconsistent with its obligations to the Other Secured Parties, each of the
Grantors agrees to pay, jointly and severally, all fees and expenses, including reasonable
attorneys’ fees, paid or incurred by the Hedge Counterparty in endeavoring to collect all or any
portion of the Obligations of any Grantor and in enforcing this Agreement against any Grantor, and
all such fees and expenses shall constitute Obligations.



     No delay on the part of the Hedge Counterparty in the exercise of any right or remedy shall
operate as a waiver thereof, and no single or partial exercise by the Hedge Counterparty of any
right or remedy shall preclude other or further exercise thereof or the exercise of any other right
or remedy.



     This Agreement shall remain in full force and effect until all Obligations have been paid in
full in cash and the Hedge Documents have terminated. If at any time all or any part of any payment
theretofore applied by the Hedge Counterparty to any of the Obligations is or must be rescinded or
returned by the Hedge Counterparty for any reason whatsoever (including, without limitation, the
insolvency, bankruptcy or reorganization of any Grantor), such Obligations shall, for the purposes
of this Agreement, to the extent that such payment is or must be rescinded or returned, be deemed
to have continued in existence, notwithstanding such application by the Hedge Counterparty, and
this Agreement shall continue to be effective or be reinstated, as the case may be,




29









 







as to such Obligations, all as though such application by the Hedge Counterparty had not been
made.




     Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable Requirements of Law, but if any provision of this Agreement
shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provision or
the remaining provisions of this Agreement. Consistent with the foregoing, and notwithstanding any
other provision of this Agreement to the contrary, in the event that any action or proceeding is
brought in whatever form and in whatever forum seeking to invalidate any Grantor’s obligations
under this Agreement under any fraudulent conveyance, fraudulent transfer theory, or similar
avoidance theory, whether under state or federal law, such Grantor (the “Affected Person”),
automatically and without any further action being required of such Affected Person or the Hedge
Counterparty, shall be liable under this Agreement only for an
amount equal to the maximum amount of liability that could have been incurred under applicable
law by such Affected Person under any pledge to secure the Obligations (or any portion thereof) at
the time of the execution and delivery of this Agreement (or, if such date is determined not to be
the appropriate date for determining the enforceability of such Affected Person’s obligations
hereunder for fraudulent conveyance or transfer (or similar avoidance) purposes, on the date
determined to be so appropriate) without rendering such a hypothetical pledge voidable under
applicable Requirements of Law relating to fraudulent conveyance, fraudulent transfer, or any other
grounds for avoidance (such highest amount determined hereunder being any such Affected Person’s
“Maximum Amount”), and not for any greater amount, as if the stated amount of this Pledge
Agreement as to such Affected Person had instead been the Maximum Amount. This paragraph is
intended solely to preserve the rights of Hedge Counterparty under this Agreement to the maximum
extent not subject to avoidance under applicable Requirements of Law, and neither any Affected
Person nor any other person or entity shall have any right or claim under this Section with respect
to the limitation described in this Agreement, except to the extent necessary so that the
obligations of any Affected Person under this Agreement shall not be rendered voidable under
applicable Requirements of Law. Without limiting the generality of the foregoing, the determination
of a Maximum Amount for any Affected Person pursuant to the provisions of the second preceding
sentence of this Section shall not in any manner reduce or otherwise affect the obligations of any
other Grantor (including any other Affected Person) under the provisions of this Agreement.



     This Agreement shall create a continuing security interest in the Collateral and shall (a)
remain in full force and effect until all Obligations have been paid in full in cash and the Hedge
Documents shall have terminated, (b) be binding upon each Grantor and its successors, transferees
and assigns, and (c) inure, together with the rights and remedies of the Hedge Counterparty
hereunder, to the benefit of the Hedge Counterparty and its successors, transferees and assigns. No
Grantor may assign (unless otherwise permitted under the terms of the Facility Documents) any of
its obligations hereunder without the prior written consent of the Hedge Counterparty.



     This Agreement may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute one and the same Agreement. At any time after the
date of this Agreement, one or more additional Persons may become parties hereto by executing and
delivering to the Hedge Counterparty a counterpart of this Agreement together with supplements to




30









 







the Schedules hereto setting forth all relevant information with respect to such party as of
the date of such delivery. Immediately upon such execution and delivery (and without any further
action), each such additional Person will become a party to, and will be bound by all the terms
of, this Agreement.




     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 JUDICIAL 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.




31









 








     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.



     The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the
parties hereto, the holders of Obligations and their respective successors and permitted
assignees; provided that the Hedge Counterparty shall enforce this Agreement on behalf of
all holders of Obligations.



     This Agreement is a Facility Document, and may only be amended, waived or otherwise modified
by written agreement with the prior written consent of the Hedge Counterparty and the Borrowers;
provided,  however, that this Agreement may be supplemented by Joinder Agreements duly
executed by each Grantor directly affected thereby and by updates or supplements to any Schedules,
Attachments or Annexes hereto delivered in accordance with the First Priority Security Agreement
and acknowledged by the Hedge Counterparty.



     17.Foreign Pledge Agreements.



     (a) Notwithstanding anything to the contrary contained herein or in any other Facility
Document, in the event that any Collateral is also pledged to the Hedge Counterparty to secure the
Obligations by any Grantor pursuant to any security, pledge or similar agreement governed by
foreign law (a “Foreign Pledge Agreement”) and the provisions of such Foreign Pledge
Agreement conflict with the provisions of this Agreement, the applicable Grantor shall comply with
the provisions of such Foreign Pledge Agreement and shall not be deemed to have breached any
representation or covenant contained herein or in any other Facility Document as a result thereof.



     (b) If Supporting Assets with respect to the Dutch VFLN Receivables or the UK Note, in each
case to the extent constituting Collateral, are the subject of a Collateral Disposition at a time
when (x) the Fair Market Value of such Supporting Assets is less than (y) the Carrying Value
thereof as of the Closing Date (the difference between such amounts beings the “Adjustment
Amount”); ResCap shall be entitled, following consultation with the Hedge Counterparty, to
reduce the outstanding principal balance of the Dutch VFLN Receivables or the UK Note, as
applicable, by the Adjustment Amount; provided that such Collateral Disposition complies
with the applicable requirements of the Loan Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





32









 








     IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above
written.



	 	 	 	 	 
	 	RESIDENTIAL FUNDING COMPANY, LLC, 

as Grantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	Name: 	 	Melissa White  	 
	 	Title: 	  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GMAC MORTGAGE, LLC, as
Grantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	Name: 	 	Melissa White  	 
	 	Title: 	 	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	RESIDENTIAL CAPITAL, LLC,

as Grantor

 	 
	 	By:  	/s/
Elizabeth T.  Kelly
 	 
	 	Name: 	 	Elizabeth T.  Kelly 	 
	 	Title: 	 	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HOMECOMINGS FINANCIAL, LLC, 

as Grantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	Name: 	 	Melissa White  	 
	 	Title: 	 	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GMAC-RFC HOLDING COMPANY, LLC, 

as Grantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	Name: 	 	Melissa White  	 
	 	Title: 	 	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GMAC RESIDENTIAL HOLDING COMPANY, LLC,

as Grantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	Name: 	 	Melissa White  	 
	 	Title: 	 	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEVELOPERS OF HIDDEN SPRINGS, LLC, 

as Grantor

 	 
	 	By:  	/s/
Donald McConnell
 	 
	 	Name: 	 	Donald McConnell	 
	 	Title: 	 	Assistant Secretary 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DOA HOLDING PROPERTIES, LLC,

as Grantor

 	 
	 	By:  	/s/
Donald McConnell
 	 
	 	Name: 	 	Donald McConnell	 
	 	Title: 	 	Assistant Secretary	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	RFC ASSET HOLDINGS II, LLC, 

as Grantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	Name: 	 	Melissa White  	 
	 	Title: 	 	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PASSIVE ASSET TRANSACTIONS, LLC, 

as Grantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	Name: 	 	Melissa White  	 
	 	Title: 	 	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC,

as Grantor

 
	 	By:  	/s/ Melissa White
 	 
	 	Name: 	 	Melissa White 	 
	 	Title: 	 	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	RESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC, 


as Grantor

 	 
	 	By:  	/s/  Melissa White
 	 
	 	Name: 	 	Melissa White  	 
	 	Title: 	 	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC, 

as Grantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	Name: 	 	Melissa White  	 
	 	Title: 	 	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	EQUITY INVESTMENT I, LLC, 

as Grantor

 	 
	 	By:  	/s/ Donald McConnell
 	 
	 	Name: 	 	Donald McConnell	 
	 	Title: 	 	Assistant Secretary 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	EQUITY INVESTMENT IV, LLC, 

as Grantor

 	 
	 	By:  	/s/
Donald McConnell
 	 
	 	Name: 	 	Donald McConnell	 
	 	Title: 	 	Assistant Secretary 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GMAC MODEL HOME FINANCE I, LLC,

as Grantor

 	 
	 	By:  	/s/ Donald McConnell
 	 
	 	Name: 	 	Donald McConnell	 
	 	Title: 	 	Assistant Secretary 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GMAC HOME SERVICES, LLC, 

as Grantor

 	 
	 	By:  	/s/  James N. Young
 	 
	 	Name: 	 	James N. Young 	 
	 	Title: 	 	Chief Financial Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GMAC, LLC,

as Hedge Counterparty

 	 
	 	By:  	/s/ David C.Walker
 	 
	 	Name: 	 	David C. Walker 	 
	 	Title: 	 	Group Vice President & Treasurer 	 



 









 






	 	 	 	 	 



ATTACHMENT I

TO HEDGE PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




FINANCING SPV EQUITY INTERESTS




 









 





ATTACHMENT II

TO HEDGE PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




FORM OF JOINDER





     This
JOINDER AGREEMENT, dated as of
_________
____, 20 ___, is delivered
pursuant to Section 16 of the Hedge Pledge and Security Agreement and Irrevocable Proxy, dated as
of August 13, 2008, among Residential Funding Company, LLC (“RFC”), GMAC Mortgage LLC
(“GMACM”), certain of their Affiliates from time to time parties thereto as Grantors, and
GMAC, LLC (“GMAC”), as Hedge Counterparty (as amended, supplemented, restated or otherwise
modified from time to time, the “Hedge Pledge and Security Agreement”), and pursuant to
Section 15 of the First Priority Pledge and Security Agreement and Irrevocable Proxy, dated as of
June 4, 2008, among RFC, GMACM, certain of their Affiliates from time to time parties thereto as
Grantors, GMAC, as Lender and Lender Agent, and Wells Fargo Bank, N.A., as First Priority
Collateral Agent (as amended, supplemented, restated or otherwise modified from time to time, the
“First Priority Pledge and Security Agreement”). Capitalized terms used herein without
definition are used as defined in the Hedge Pledge and Security Agreement.



     By
executing and delivering this Joinder Agreement,
[                    ]
(the “New
[Grantor]”), as provided in Section 16 of the Hedge Pledge and Security Agreement [and
Section 15 of the First Priority Pledge and Security Agreement], hereby becomes a party to the
Hedge Pledge and Security Agreement [and the First Priority Pledge and Security Agreement, in each
case] as [a/an [Additional Account Party] [Equity Pledgor] [FABS Grantor] [a Grantor that is a
Guarantor] thereunder with the same force and effect as if originally named as [a/an [Additional
Account Party] [Equity Pledgor] [FABS Grantor]] [a Grantor that is a Guarantor] therein and,
without limiting the generality of the foregoing, as collateral security for the prompt and
complete payment and performance when due (whether at stated maturity, by acceleration or
otherwise) of the Obligations, hereby mortgages, pledges, assigns, transfers and hypothecates to
the Hedge Counterparty [and to the First Priority Collateral Agent for the benefit of the Lender
Parties], and grants to the Hedge Counterparty [and to the First Priority Collateral Agent for the
benefit of the Lender Parties], a lien on and security interest in, all of its right, title and
interest in, to and under the Collateral of the New [Grantor] described in Annex A and
expressly assumes all obligations and liabilities of [a/an [Additional Account Party] [Equity
Pledgor] [FABS Grantor]] [a Grantor that is a Guarantor] thereunder. The New [Grantor] hereby
agrees to be bound as [a/an [Additional Account Party] [Equity Pledgor] [FABS Grantor] [a Grantor
that is a Guarantor] for the purposes of the Hedge Pledge and Security Agreement [and the First
Priority Pledge and Security Agreement].



     In addition to the foregoing, the New [Grantor] hereby agrees to be bound by the terms and
conditions of the Intercreditor Agreement [and the Loan Agreement] ([each] as defined under the
Hedge Pledge and Security Agreement, and as amended, supplemented, amended and restated or
otherwise modified from time to time) as if it had signed as an Obligor thereunder.



     The information set forth in Annex B is hereby added to the information set forth in
Schedules I through XI and Attachment I to the First Priority Pledge and Security Agreement. By



 









 




acknowledging and agreeing to this Joinder Agreement, the New [Grantor] hereby agrees that
this Joinder Agreement may be attached to the Hedge Pledge and Security Agreement [and the First
Priority Pledge and Security Agreement] and that the Collateral listed on Annex A to this
Joinder Amendment shall be and become part of the Collateral referred to in the Hedge Pledge and
Security Agreement [and the First Priority Pledge and Security Agreement] and shall secure all
Obligations.




     The New [Grantor] hereby represents and warrants that each of the representations and
warranties contained in Section 7 of the Hedge Pledge and Security Agreement [and Section 6 of the
First Priority Pledge and Security Agreement] applicable to it is true and correct on and as the
date hereof as if made on and as of such date.



 









 





     IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be
duly executed and delivered as of the date first above written.



	 	 	 	 	 	 	 
	 	 	 	 	[NEW GRANTOR]
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	ACKNOWLEDGED AND AGREED	 	 	 	 
	AS OF THE DATE FIRST ABOVE WRITTEN:	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC, LLC	 	[GMAC, LLC
	as Hedge Counterparty	 	as Lender Agent]
	 
	 	 	 	 	 	 
	By:

	 	 	 	[By:	 	 
	 

	 	 
	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	Title:

	 	 	 	Title:]	 	 
	 
	 	 	 	 	 	 
	[WELLS FARGO BANK, N.A.,	 	[WELLS FARGO BANK, N.A.,
	as Collateral Control Agent]	 	as First Priority Collateral Agent]
	 
	 	 	 	 	 	 
	[By:

	 	 	 	[By:	 	 
	 

	 	 
	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	Title:]

	 	 	 	Title:]	 	 
	 
	 	 	 	 	 	 
	ACKNOWLEDGED AND AGREED FOR	 	 
	THE PURPOSES OF THE LOAN AGREEMENT	 	 
	AS OF THE DATE FIRST ABOVE WRITTEN:]	 	 
	 
	 	 	 	 	 	 
	[GMAC MORTGAGE, LLC]	 	[RESIDENTIAL FUNDING COMPANY, LLC]
	 
	 	 	 	 	 	 
	[By:

	 	 	 	[By:	 	 
	 

	 	 
	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	Title:]

	 	 	 	Title:]	 	 






 









 






ANNEX A

TO JOINDER AGREEMENT




Description of Collateral



As used in the Joinder Agreement to which this Annex A is attached, the “Collateral” of the
New -[Grantor]-executing-this Joinder Agreement-shall mean with respect to such New [Grantor]:



(I) All of such New [Grantor]’s right, title and interest, in, to, and under, whether now or
hereafter existing, owned or acquired and wherever located and howsoever created, arising or
evidenced, all of the following, but in each case for the purposes of the Hedge Pledge and Security
Agreement, only to the extent constituting Financing Assets:



[Describe pledged collateral, which should be consistent with the collateral descriptions
in Sections 2, 3, 4 or 5 as appropriate];



and for the purposes of the Hedge Pledge and Security Agreement, (II) All of each such New
[Grantor]’ s right, title and interest, in, to, and under, whether now or hereafter existing, owned
or acquired and wherever located and howsoever created, arising or evidenced, all of the following:




     (a) Financing Assets;



     (b) Whole Loan Mortgages;



     (c) Securities;



     (d) Financing SPV Equity Interests; and



     (e) proceeds therefrom.


provided that, notwithstanding the foregoing, the “Collateral” described in (I) and (II) of
this Annex A shall not include Excluded Assets.



The New [Grantor] shall, from time to time, execute and deliver to the Hedge Counterparty [or
to the Lender Agent], as [the Hedge Counterparty][such party] may reasonably request, all such
supplements and amendments hereto and all such financing statements, continuation statements,
instruments of further assurance and other instruments, and shall take such other action as the
Hedge Counterparty [or the Lender Agent] reasonably deems necessary or advisable to ensure a [first
priority,] perfected security interest in all or any portion of the Collateral.




 









 








ANNEX B

TO JOINDER AGREEMENT




Updated
Information to Schedules I-XI and Attachment I 

to First
Priority Pledge and Security Agreement