EX-10.18






Exhibit 10.18




Execution Copy




Joinder Agreement



This JOINDER AGREEMENT, dated as of September 16, 2008 is delivered pursuant to:



(i) Section 15 of the First Priority Pledge and Security Agreement and Irrevocable Proxy
(as amended, supplemented, restated or otherwise modified from time to time, the “First
Priority Pledge and Security Agreement”), dated as of June 4, 2008, among Residential Funding
Company, LLC, GMAC Mortgage, LLC, certain of their Affiliates from time to time parties thereto as
Grantors, GMAC LLC, as Lender and Lender Agent (in such capacity, the “First Priority
Lender”), and Wells Fargo Bank, N.A., as First Priority Collateral Agent (in such capacity, the
“First Priority Collateral Agent”);



(ii) Section 16 of the Second Priority Pledge and Security Agreement and Irrevocable Proxy
(as amended, supplemented, restated or otherwise modified from time to time, the “Second
Priority Pledge and Security Agreement”), dated as of June 6, 2008, among Residential Capital,
LLC, certain of its affiliates from time to time parties thereto as Grantors, U.S. Bank National
Association, as Trustee (the “2010 Trustee”), and Wells Fargo Bank, N.A., as Second
Priority Collateral Agent (in such capacity, the “Second Priority Collateral Agent”);



(iii) Section 16 of the Third Priority Pledge and Security Agreement and Irrevocable Proxy
(as amended, supplemented, restated or otherwise modified from time to time, the “Third
Priority Pledge and Security Agreement”), dated as of June 6, 2008, among Residential Capital,
LLC, certain of its affiliates from time to time parties thereto as Grantors, U.S. Bank National
Association, as Trustee (the “2015 Trustee”), and Wells Fargo Bank, N.A., as Second
Priority Collateral Agent (in such capacity, the “Third Priority Collateral Agent”);



(iv) Section 16 of the Hedge Pledge and Security Agreement and Irrevocable Proxy (as
amended, supplemented, restated or otherwise modified from time to time, the “Hedge Pledge and
Security Agreement” and, together with the First Priority Pledge and Security Agreement, Second
Priority Security Agreement and Third Priority Security Agreement, each a “Security
Agreement” and collectively, the “Security Agreements”), dated as of August 14, 2008,
among Residential Funding Company, LLC, GMAC Mortgage, LLC, certain of their Affiliates from time
to time parties thereto as Grantors, and GMAC LLC (in such capacity, the “Hedge
Counterparty”); and



(v) Section 8.10 of the Intercreditor Agreement (as amended, supplemented, restated or
otherwise modified from time to time, the “Intercreditor Agreement”), dated as of June 6,
2008, among Residential Capital, LLC, Residential Funding Company, LLC, GMAC Mortgage, LLC, certain
of their affiliates from time to time parties thereto, the First Priority Lender, the 2010 Trustee,
the 2015 Trustee, the First Priority Collateral Agent, the Second Priority Collateral Agent, the
Third Priority Collateral Agent, and Wells Fargo Bank, N.A., as collateral control agent (in such
capacity, the “Collateral Control Agent”).



WHEREAS, Section 4.03 of the Loan Agreement (as defined under the First Priority Pledge and
Security Agreement, and as amended, supplemented, amended and restated or otherwise modified from
time to time) requires the Obligors (as defined in the Loan Agreement) to use commercially
reasonable efforts to restructure their cash management system prior to the




Joinder Agreement — Additional Account Parties




 









 




Account Transfer Date (as defined in the Loan Agreement) so as to enable the Collateral Control
Agent to exercise control over all material bank and securities accounts of Residential Capital,
LLC and its Subsidiaries (as defined in the Loan Agreement) intended to contain solely funds and
securities of Residential Capital, LLC and its Subsidiaries, subject to certain exceptions
described therein;



WHEREAS, Section 11(a)(xv) of the Second Priority Pledge and Security Agreement requires
that if any Obligor takes action to grant the First Priority Collateral Agent additional collateral
it shall do the same for the Second Priority Collateral Agent; and



WHEREAS, Section 11(a)(xv) of the Third Priority Pledge and Security Agreement, which
requires that if any Obligor takes action to grant the First Priority Collateral Agent additional
collateral it shall do the same for the Third Priority Collateral Agent.



Capitalized terms used herein without definition are used as defined in the First Pledge and
Security Agreement.



By executing and delivering this Joinder Agreement, each entity signing as Additional Account Party
below (each a “New Additional Account Party”, and collectively the “New Additional
Account Parties”):



(a) as provided in Section 15 of the First Priority Pledge and Security Agreement, hereby becomes a
party to the First Priority Pledge and Security Agreement as an Additional Account Party thereunder
with the same force and effect as if originally named as an Additional Account Party 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 First Priority Collateral Agent for the benefit of the Lender Parties, and grants 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 such Additional Account
Party described in Annex A and expressly assumes all obligations and liabilities of an
Additional Account Party thereunder. Each New Additional Account Party hereby agrees to be bound
as an Additional Account Party for the purposes of the First Priority Pledge and Security
Agreement;



(b) as provided in Section 16 of the Second Priority Pledge and Security Agreement, hereby becomes
a party to the Second Priority Pledge and Security Agreement as an Additional Account Party
thereunder with the same force and effect as if originally named as an Additional Account Party
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 (as defined in the Second Priority Pledge and Security Agreement),
hereby mortgages, pledges, assigns, transfers and hypothecates to the Second Priority Collateral
Agent for the benefit of the Notes Parties (as defined in the Second Priority Pledge and Security
Agreement), and grants to the Second Priority Collateral Agent for the benefit of the Notes Parties
(as defined in the Second Priority Pledge and Security Agreement) a lien on and security interest
in, all of its right, title and interest in, to and under the Collateral of the undersigned
described in Annex A and expressly assumes all obligations and



Joinder Agreement — Additional Account Parties





2









 







liabilities of an Additional Account Party thereunder. The undersigned hereby agrees to be bound
as an Additional Account Party for the purposes of the Second Priority Pledge and Security
Agreement;



(c) as provided in Section 16 of the Third Priority Pledge and Security Agreement, hereby becomes a
party to the Third Priority Pledge and Security Agreement as an Additional Account Party thereunder
with the same force and effect as if originally named as an Additional Account Party 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 (as defined in the Third Priority Pledge and Security Agreement),
hereby mortgages, pledges, assigns, transfers and hypothecates to the Third Priority Collateral
Agent for the benefit of the Notes Parties (as defined in the Third Priority Pledge and Security
Agreement), and grants to the Third Priority Collateral Agent for the benefit of the Notes Parties
(as defined in the Third Priority Pledge and Security Agreement) a lien on and security interest
in, all of its right, title and interest in, to and under the Collateral of the undersigned
described in Annex A and expressly assumes all obligations and liabilities of an Additional
Account Party thereunder. The undersigned hereby agrees to be bound as an Additional Account Party
for the purposes of the Third Priority Pledge and Security Agreement.



(d) as provided in Section 16 of the Hedge Pledge and Security Agreement, hereby becomes a party to
the Hedge Pledge and Security Agreement as an Additional Account Party thereunder with the same
force and effect as if originally named as an Additional Account Party 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 (as defined in the Hedge Pledge and Security Agreement), hereby mortgages, pledges,
assigns, transfers and hypothecates to the Hedge Counterparty, and grants to the Hedge Counterparty
a lien on and security interest in, all of its right, title and interest in, to and under the
Collateral of such Additional Account Party described in Annex A and expressly assumes all
obligations and liabilities of an Additional Account Party thereunder. Each New Additional Account
Party hereby agrees to be bound as an Additional Account Party for the purposes of the Hedge Pledge
and Security Agreement; and



(e) as provided in Section 8.10 of the Intercreditor Agreement, hereby becomes a party to the
Intercreditor Agreement as an Obligor thereunder with the same force and effect as if originally
named as an Obligor 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 (as defined in the Intercreditor Agreement),
hereby mortgages, pledges, assigns, transfers and hypothecates to the Collateral Control Agent, and
grants to the Collateral Control Agent a lien on and security interest in, all of its right, title
and interest in, to and under the Collateral of such Additional Account Party described in
Annex A and expressly assumes all obligations and liabilities of an Obligor thereunder.
Each New Additional Account Party hereby agrees to be bound as an Obligor for the purposes of the
Intercreditor Agreement.



In addition to the foregoing, each New Additional Account Party hereby agrees to be bound by the
terms and conditions of the Loan Agreement as if it had signed as an Obligor thereunder.


Joinder Agreement — Additional Account Parties





3









 




By executing and delivering this Joinder Agreement, each entity signing as an Existing Pledgor
below (each an “Existing Pledgor”, and collectively the “Existing Pledgors”):



(a) 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 First Priority Collateral Agent for the benefit of the
Lender Parties, and grants 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 such Existing Pledgor described in Annex A and, in addition to its
existing obligations and liabilities under the First Priority Pledge and Security Agreement,
expressly assumes all obligations and liabilities of an Additional Account Party thereunder. Each
Existing Pledgor hereby agrees to be bound as an Additional Account Party for the purposes of the
First Priority Pledge and Security Agreement, in addition to its existing obligations and
liabilities thereunder;



(b) as collateral security for the prompt and complete payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of the Obligations (as defined in the Second
Priority Pledge and Security Agreement), hereby mortgages, pledges, assigns, transfers and
hypothecates to the Second Priority Collateral Agent for the benefit of the Notes Parties (as
defined in the Second Priority Pledge and Security Agreement), and grants to the Second Priority
Collateral Agent for the benefit of the Notes Parties (as defined in the Second Priority Pledge and
Security Agreement) a lien on and security interest in, all of its right, title and interest in, to
and under the Collateral of the undersigned described in Annex A and, in addition to its
existing obligations and liabilities under the Second Priority Pledge and Security Agreement,
expressly assumes all obligations and liabilities of an Additional Account Party thereunder. Each
Existing Pledgor hereby agrees to be bound as an Additional Account Party for the purposes of the
Second Priority Pledge and Security Agreement, in addition to its existing obligations and
liabilities thereunder;



(c) as collateral security for the prompt and complete payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of the Obligations (as defined in the Third Priority
Pledge and Security Agreement), hereby mortgages, pledges, assigns, transfers and hypothecates to
the Third Priority Collateral Agent for the benefit of the Notes Parties (as defined in the Third
Priority Pledge and Security Agreement), and grants to the Third Priority Collateral Agent for the
benefit of the Notes Parties (as defined in the Third Priority Pledge and Security Agreement) a
lien on and security interest in, all of its right, title and interest in, to and under the
Collateral of the undersigned described in Annex A and, in addition to its existing
obligations and liabilities under the Third Priority Pledge and Security Agreement, expressly
assumes all obligations and liabilities of an Additional Account Party thereunder. Each Existing
Pledgor hereby agrees to be bound as an Additional Account Party for the purposes of the Third
Priority Pledge and Security Agreement, in addition to its existing obligations and liabilities
thereunder;



(d) as collateral security for the prompt and complete payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of the Obligations (as defined in the Hedge Pledge
and Security Agreement), hereby mortgages, pledges, assigns, transfers and hypothecates to the
Hedge Counterparty, and grants to the Hedge Counterparty a lien on and



Joinder Agreement — Additional Account Parties





4









 







security interest in, all of its right, title and interest in, to and under the Collateral of such
Additional Account Party described in Annex A and, in addition to its existing obligations
and liabilities under the Hedge Pledge and Security Agreement, expressly assumes all obligations
and liabilities of an Additional Account Party thereunder. Each Existing Pledgor hereby agrees to
be bound as an Additional Account Party for the purposes of the Hedge Pledge and Security
Agreement, in addition to its existing obligations and liabilities thereunder; and



(e) as collateral security for the prompt and complete payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of the Obligations (as defined in the Intercreditor
Agreement), hereby mortgages, pledges, assigns, transfers and hypothecates to the Collateral
Control Agent, and grants to the Collateral Control Agent a lien on and security interest in, all
of its right, title and interest in, to and under the Collateral of such Additional Account Party
described in Annex A and expressly assumes all obligations and liabilities of an Additional
Account Party thereunder. Each New Additional Account Party hereby agrees to be bound as an
Obligor for the purposes of the Intercreditor Agreement.



The information set forth in Annex B is hereby added to the information set forth in
Schedules I through XI and Attachment I to each Security Agreement. By acknowledging and agreeing
to this Joinder Agreement, each New Additional Account Party hereby agrees that this Joinder
Agreement may be attached to each 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
each Security Agreement and shall secure all Obligations (as defined in the Security Agreements).



Each New Additional Account Party hereby represents and warrants that each of the representations
and warranties contained in (i) Section 6 of the First Priority Pledge and Security Agreement
applicable to it, (ii) Section 7 of the Second Priority Pledge and Security Agreement applicable to
it, (iii) Section 7 of the Third Priority Pledge and Security Agreement applicable to it, and (iv)
Section 7 of the Hedge 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.



Joinder Agreement — Additional Account Parties





5









 







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




	 	 	 	 	 	 	 
	 	 	AMERILAND, LLC,

as New Additional Account Party	 	 
	 
	 	 	 	 	 	 
	 	 	By:     REG-PFH, LLC, its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By: /s/ David Flavin
 

Name: David Flavin
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	REG-PFH, LLC,	 	 
	 	 	as New Additional Account Party	 	 
	 
	 	 	 	 	 	 
	 	 	By: /s/ David Flavin	 	 
	 	 	 
	 	 
	 	 	Name: David Flavin	 	 
	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	HOME CONNECTS LENDING SERVICES, LLC,	 	 
	 	 	as New Additional Account Party	 	 
	 
	 	 	 	 	 	 
	 	 	By: /s/ James Young	 	 
	 	 	 
	 	 
	 	 	Name: James Young	 	 
	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	MINT I, LLC,	 	 
	 	 	as New Additional Account Party	 	 
	 
	 	 	 	 	 	 
	 	 	By: /s/ James Young	 	 
	 	 	 
	 	 
	 	 	Name: James Young	 	 
	 	 	Title: Chief Financial Officer	 	 




Joinder Agreement — Additional Account Parties





 









 





	 	 	 	 	 
	 

	 	MINT I VFN HOLDINGS, LLC,

as New Additional Account Party
	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young	 	 
	 

	 	 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	EASTERN MASSACHUSETTS REAL ESTATE, LLC,
 as New
Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young	 	 
	 

	 	 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	KOENIG & STREY INSURANCE AGENCY, LLC, 
as New
Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young	 	 
	 

	 	 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	KOENIG & STREY, LLC,

as New Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young	 	 
	 

	 	 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	PACIFIC UNION REAL ESTATE GROUP, LTD.,


as New Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young	 	 
	 

	 	 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 




Joinder Agreement — Additional Account Parties





 









 






	 	 	 	 	 
	 

	 	REFERRAL NETWORK OF IL, LLC,

as New Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young	 	 
	 

	 	 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	REFERRAL NETWORK OF MASSACHUSETTS, LLC, 
as New
Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young	 	 
	 

	 	 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	REFERRAL NETWORK OF NY/NJ, LLC,

as New Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young	 	 
	 

	 	 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	REFERRAL NETWORK OF PUREG, INC., 


as New Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young	 	 
	 

	 	 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	GHS METRO NY, LLC,

as New Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young	 	 
	 

	 	 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 




Joinder Agreement — Additional Account Parties





 









 






	 	 	 	 	 
	 

	 	GMAC GLOBAL RELOCATION SERVICES, LLC, 
as New
Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young	 	 
	 

	 	 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	GMACR MORTGAGE PRODUCTS, LLC,

as New Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young	 	 
	 

	 	 
	 	 
	 

	 	Name: James Young	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	DITECH, LLC,

as New Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young	 	 
	 

	 	 
	 	 
	 

	 	Name: James Young	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	GHS MORTGAGE, LLC,

as New Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young	 	 
	 

	 	 
	 	 
	 

	 	Name: James Young	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	RESIDENTIAL CONSUMER SERVICES, LLC,

as New Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young	 	 
	 

	 	 
	 	 
	 

	 	Name: James Young	 	 
	 

	 	Title: Chief Financial Officer	 	 




Joinder Agreement — Additional Account Parties





 









 






	 	 	 	 	 
	 

	 	GMAC MORTGAGE USA CORPORATION,	 	 
	 

	 	as New Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young
 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	GMAC REAL ESTATE, LLC,	 	 
	 

	 	as New Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young
 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,	 	 
	 

	 	as New Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young
 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	MFC ASSET, LLC,	 	 
	 

	 	as New Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young
 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	RFC ADVANCE DEPOSITOR, LLC,	 	 
	 

	 	as New Additional Account Party	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young
 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 




Joinder Agreement — Additional Account Parties





 









 






	 	 	 	 	 	 	 
	 	 	RFC ASSET MANAGEMENT, LLC,	 	 
	 	 	as New Additional Account Party	 	 
	 
	 	 	 	 	 	 
	 	 	By: /s/ James Young	 	 
	 	 	 
	 	 
	 	 	Name: James Young	 	 
	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	RFC SFJV-2002, LLC,	 	 
	 	 	as New Additional Account Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RFC ASSET MANAGEMENT, LLC,	 	 
	 

	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By: /s/ James Young	 	 
	 

	 	 	 	 

Name: James Young
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	RCSFJV2004, LLC,	 	 
	 	 	as New Additional Account Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RFC ASSET MANAGEMENT, LLC,	 	 
	 

	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By: /s/ James Young	 	 
	 

	 	 	 	 

Name: James Young
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	UNION TRUST MORTGAGE SERVICES, INC.,	 	 
	 	 	as New Additional Account Party	 	 
	 
	 	 	 	 	 	 
	 	 	By: /s/ James Young	 	 
	 	 	 	 	 
	 	 	Name: James Young	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 




Joinder Agreement — Additional Account Parties





 









 






	 	 	 	 	 
	 

	 	DEVELOPERS OF HIDDEN SPRINGS, LLC,	 	 
	 

	 	as Existing Pledgor	 	 
	 
	 	 	 	 
	 

	 	By: /s/ David Flavin
 

Name: David Flavin
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	DOA HOLDING PROPERTIES, LLC,	 	 
	 

	 	as Existing Pledgor	 	 
	 
	 	 	 	 
	 

	 	By: /s/ David Flavin
 

Name: David Flavin
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	GMAC HOME SERVICES, LLC,	 	 
	 

	 	as Existing Pledgor	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young
 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	RFC ASSET HOLDINGS II, LLC,	 	 
	 

	 	as Existing Pledgor	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James Young	 	 
	 

	 	 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 




Joinder Agreement — Additional Account Parties





 









 





	 	 	 
	ACKNOWLEDGED AND AGREED
	 	 
	as of the date first above written:
	 	 
	 
	 	 
	GMAC LLC 

as Lender Agent
	 	 
	 
	 	 
	By: /s/ David C. Walker
 

Name: David C. Walker

	 	 
	Title: Group Vice President & Treasurer
	 	 
	 
	 	 
	GMAC LLC

as Hedge Counterparty
	 	 
	 
	 	 
	By: /s/ David C. Walker
 

Name: David C. Walker

	 	 
	Title: Group Vice President & Treasurer
	 	 




Joinder Agreement — Additional Account Parties





 









 






	 	 	 
	WELLS FARGO BANK, N.A.,

as First Priority Collateral Agent
	 	 
	 
	 	 
	By: /s/ Alfia Monastra
 

Name: Alfia Monastra

	 	 
	Title: Vice President
	 	 
	 
	 	 
	WELLS FARGO BANK, N.A.,

as Second Priority Collateral Agent
	 	 
	 
	 	 
	By: /s/ Alfia Monastra
	 	 
	 
	 	 
	Name: Alfia Monastra
	 	 
	Title: Vice President
	 	 
	 
	 	 
	WELLS FARGO BANK, N.A.,

as Third Priority Collateral Agent
	 	 
	 
	 	 
	By: /s/ Alfia Monastra
	 	 
	 
	 	 
	Name: Alfia Monastra
	 	 
	Title: Vice President
	 	 
	 
	 	 
	WELLS FARGO BANK, N.A.,

as Collateral Control Agent
	 	 
	 
	 	 
	By: /s/ Alfia Monastra
	 	 
	 
	 	 
	Name: Alfia Monastra
	 	 
	Title: Vice President
	 	 




Joinder Agreement — Additional Account Parties





 









 






	 	 	 
	ACKNOWLEDGED AND AGREED FOR
	 	 
	PURPOSES OF THE LOAN AGREEMENT
	 	 
	as of the date first above written:
	 	 
	 
	 	 
	GMAC MORTGAGE, LLC
	 	 
	 
	 	 
	By: /s/ James Young
 

Name: James Young

	 	 
	Title: Chief Financial Officer
	 	 
	 
	 	 
	RESIDENTIAL FUNDING COMPANY, LLC
	 	 
	 
	 	 
	By: /s/ James Young
	 	 
	 
	 	 
	Name: James Young
	 	 
	Title: Chief Financial Officer
	 	 






Joinder Agreement — Additional Account Parties




 









 








ANNEX A

TO JOINDER AGREEMENT




Description of Collateral



As used in the Joinder Agreement to which this Annex A is attached, the “Collateral” of each New
Additional Account Party and each Existing Pledgor executing this Joinder Agreement shall mean with
respect to such New Additional Account Party or Existing Pledgor:



All of such New Additional Account Party’s or Existing 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:





     (a) all Deposit Accounts identified opposite such New Additional Account Party’s or
Existing Pledgor’s name on Schedule X to the Pledge and Security Agreement
(including, without limitation, the Deposit Accounts described in Annex B hereto)
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;


provided that, notwithstanding the foregoing, the “Collateral” described in this
Annex A shall not include Excluded Assets. Each New Additional Account Party and each
Existing Pledgor shall, from time to time, execute and deliver to the Lender Agent, as the Lender
Agent 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 Lender Agent reasonably deems necessary or advisable to ensure
a first priority, perfected security interest in all or any portion of the Collateral.


Joinder Agreement — Additional Account Parties





A-1









 





ANNEX B

TO JOINDER AGREEMENT




Updated Information to Schedules I-XI and Attachment Ito each Security Agreement




     1. Schedule I to the each Security Agreement is amended by the addition of the following:


AMERILAND, LLC



Jurisdiction of Formation: Colorado

FEIN: 84-1470699

State organization ID number: 19971200811

Chief Executive Office/Principal place of business:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423



REG-PFH, LLC



Jurisdiction of Formation: Delaware

FEIN: 42-1562699

State organization ID number: 060530791

Chief Executive Office/Principal place of business:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423



HOME CONNECTS LENDING SERVICES, LLC



Jurisdiction of Formation: Pennsylvania

FEIN: 25-1849412

State organization ID number: 2909825

Chief Executive Office/Principal place of business:

1100 Virginia Drive

Fort Washington, PA 19034-3200



MINT I, LLC



Jurisdiction of Formation: Delaware

FEIN: 20-8719302

State organization ID number: 4283292

Chief Executive Office/Principal place of business:

One Meridian Crossings

Suite 100

Minneapolis, MN 55423



MINT I VFN HOLDINGS, LLC



Joinder Agreement — Additional Account Parties




B-1









 




Jurisdiction of Formation: Delaware

FEIN: 26-0335150

State organization ID number: 4283297

Chief Executive Office/Principal place of business:

One Meridian Crossings

Suite 100

Minneapolis, MN 55423



EASTERN MASSACHUSETTS REAL ESTATE, LLC



Jurisdiction of Formation: Delaware

FEIN: 04-3109755

State organization ID number: 4218266

Chief Executive Office/Principal place of business:

13 Enon Street

Beverly, MA 01915-1115



KOENIG & STREY INSURANCE AGENCY, LLC



Jurisdiction of Formation: Delaware

FEIN: 36-3739756

State organization ID number: 4149084

Chief Executive Office/Principal place of business:

3201 Old Glenview Road

Wilmette, IL 60091-2999



KOENIG & STREY, LLC



Jurisdiction of Formation: Delaware

FEIN: 36-2434402

State organization ID number: 4149101

Chief Executive Office/Principal place of business:

3201 Old Glenview Road

Wilmette, IL 60091-2999



PACIFIC UNION REAL ESTATE GROUP, LTD.



Jurisdiction of Formation: California

FEIN: 94-3069307

State organization ID number: C1617136

Chief Executive Office/Principal place of business:

567 Sycamore Valley Road West

Danville, CA 94526-3900



Joinder Agreement — Additional Account Parties




B-2









 







REFERRAL NETWORK OF IL, LLC



Jurisdiction of Formation: Delaware

FEIN: 25-1876439

State organization ID number: 3305663

Chief Executive Office/Principal place of business:

3201 Old Glenview Road

Wilmette, IL 60091-2999



REFERRAL NETWORK OF MASSACHUSETTS, LLC



Jurisdiction of Formation: Delaware

FEIN: 06-1269599

State organization ID number: 4119843

Chief Executive Office/Principal place of business:

13 Enon Street

Beverly, MA 01915-1115



REFERRAL NETWORK OF NY/NJ, LLC



Jurisdiction of Formation: Delaware

FEIN: 52-2248651

State organization ID number: 3241369

Chief Executive Office/Principal place of business:

2021 Spring Road Suite #300

Oak Brook, IL 60523-1853



REFERRAL NETWORK OF PUREG, INC.



Jurisdiction of Formation: Delaware

FEIN: 73-1685358

State organization ID number: 3719971

Chief Executive Office/Principal place of business:

567 Sycamore Valley Road West

Danville, CA 94526-3900



GHS METRO NY, LLC



Jurisdiction of Formation: Delaware

FEIN: 52-2228184

State organization ID number: 3205042

Chief Executive Office/Principal place of business:

2021 Spring Road Suite #300

Oak Brook, IL 60523-1853



Joinder Agreement — Additional Account Parties




B-3









 







GMAC GLOBAL RELOCATION SERVICES, LLC



Jurisdiction of Formation: Delaware

FEIN: 23-2966321

State organization ID number: 2909282

Chief Executive Office/Principal place of business:

2021 Spring Road Suite #300

Oak Brook, IL 60523-1853



GMACR MORTGAGE PRODUCTS, LLC



Jurisdiction of Formation: Delaware

FEIN: 03-0536369

State organization ID number: 3752757

Chief Executive Office/Principal place of business:

1100 Virginia Drive

Fort Washington, PA 19034-3200



DITECH, LLC



Jurisdiction of Formation: Delaware

FEIN: 23-2887228

State organization ID number: 2721623

Chief Executive Office/Principal place of business:

1100 Virginia Drive

Fort Washington, PA 19034-3200



GHS MORTGAGE, LLC



Jurisdiction of Formation: Delaware

FEIN: 23-2913766

State organization ID number: 2766949

Chief Executive Office/Principal place of business:

7 Carnegie Plaza Suite #100

Cherry Hill, NJ 08003-1020



RESIDENTIAL CONSUMER SERVICES, LLC



Jurisdiction of Formation: Delaware

FEIN: 20-4812167

State organization ID number: 4150635

Chief Executive Office/Principal place of business:

1100 Virginia Drive

Fort Washington, PA 19034-3200



Joinder Agreement — Additional Account Parties




B-4









 







GMAC MORTGAGE USA CORPORATION



Jurisdiction of Formation: Delaware

FEIN: 20-4796930

State organization ID number: 4149107

Chief Executive Office/Principal place of business:

1100 Virginia Drive

Fort Washington, PA 19034-3200



GMAC REAL ESTATE, LLC



Jurisdiction of Formation: Delaware

FEIN: 52-2205242

State organization ID number: 3135545

Chief Executive Office/Principal place of business:

2021 Spring Road Suite #300

Oak Brook, IL 60523-1853



RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.



Jurisdiction of Formation: Delaware

FEIN: 75-2006294

State organization ID number: 2053532

Chief Executive Office/Principal place of business:

One Meridian Crossings

Suite 100

Minneapolis, MN 55423



MFC ASSET, LLC



Jurisdiction of Formation: Delaware

FEIN: 20-0464146

State organization ID number: 4218328

Chief Executive Office/Principal place of business:

One Meridian Crossings

Suite 100

Minneapolis, MN 55423



RFC ADVANCE DEPOSITOR, LLC



Jurisdiction of Formation: Delaware

FEIN: 72-1590384

State organization ID number: 4219245

Chief Executive Office/Principal place of business:

One Meridian Crossings

Suite 100

Minneapolis, MN 55423


Joinder Agreement — Additional Account Parties





B-5









 







RFC ASSET MANAGEMENT, LLC



Jurisdiction of Formation: Delaware

FEIN: 06-1664678

State organization ID number: 3110518

Chief Executive Office/Principal place of business:

One Meridian Crossings

Suite 100

Minneapolis, MN 55423



RFC SFJV-2002, LLC



Jurisdiction of Formation: Nevada

FEIN: 06-1664670

State organization ID number: LLC14621-2002

Chief Executive Office/Principal place of business:

One Meridian Crossings

Suite 100

Minneapolis, MN 55423



3993 Howard Hughes Parkway

Suite 250

Las Vegas, NV 89169



RCSFJV2004, LLC



Jurisdiction of Formation: Nevada

FEIN: 20-3802722

State organization ID number: E0669262005-6

Chief Executive Office/Principal place of business:

One Meridian Crossings

Suite 100

Minneapolis, MN 55423



3993 Howard Hughes Parkway

Suite 250

Las Vegas, NV 89169



UNION TRUST MORTGAGE SERVICES, INC.



Jurisdiction of Formation: California

FEIN: 94-3159344

State organization ID number: C1819424

Chief Executive Office/Principal place of business:

567 Sycamore Valley Road West

Danville, CA 94526-3900


Joinder Agreement — Additional Account Parties






B-6









 








     2. Schedule III to each Security Agreement is amended by the addition of the following to
Section 1 thereto:


AMERILAND, LLC



Prior names: N/A



REG-PFH, LLC



Prior names: REG-PFH, Inc.



HOME CONNECTS LENDING SERVICES, LLC



Prior names: ATM, LLC



MINT I, LLC



Prior names: N/A



MINT I VFN HOLDINGS. LLC



Prior names: N/A



EASTERN MASSACHUSETTS REAL ESTATE, LLC



Prior names: Eastern Massachusetts Real Estate, Inc.



KOENIG & STREY INSURANCE AGENCY, LLC



Prior names: Koenig & Strey Insurance Agency, Inc.



KOENIG & STREY, LLC



Prior names: Koenig & Strey, Inc.



PACIFIC UNION REAL ESTATE GROUP, LTD.



Prior names: N/A



REFERRAL NETWORK OF IL, LLC



Prior names:



10/23/2000-02/20/2001 Referral Network of Koenig & Strey, Inc.



02/20/2001-06/20/2006 Referral Network of IL, Inc.



REFERRAL NETWORK OF MASSACHUSETTS, LLC



Prior names: Referral Network of Massachusetts, Inc.


Joinder Agreement — Additional Account Parties





B-7









 







REFERRAL NETWORK OF NY/NJ, LLC



Prior names:



06/08/2000-02/20/2001 Referral Network of GHS Metro NY, Inc.



02/20/2001-08/17/2006 Referral Network of NY/NJ, Inc.



REFERRAL NETWORK OF PUREG, INC.



Prior names: N/A



GHS METRO NY, LLC



Prior names: GHS Metro NY, Inc.



GMAC GLOBAL RELOCATION SERVICES, LLC



Prior names:



06/16/1998-11/16/1999 GMAC Relocation Services, Inc.



11/16/1999-08/11/2006 GMAC Global Relocation Services, Inc.



GMACR MORTGAGE PRODUCTS, LLC



Prior names: GMACR Mortgage Products, Inc.



DITECH, LLC



Prior names:



02/25/1997-06/18/1999 GMAC Mortgage Venture, Inc.



06/18/1999-03/01/2006 ditech.com, Inc.



03/01/2006-01/29/2008 ditech.com, LLC



GHS MORTGAGE, LLC



Prior names: Residential Alliance LLC



RESIDENTIAL CONSUMER SERVICES, LLC



Prior names: Residential Consumer Services, Inc.



GMAC MORTGAGE USA CORPORATION



Prior names: N/A


Joinder Agreement — Additional Account Parties





B-8









 







GMAC REAL ESTATE, LLC



Prior names: N/A


RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.



Prior names: Salomon Brothers Mortgage Securities IV, Inc.



MFC ASSET, LLC



Prior names: MFC Asset Corporation



RFC ADVANCE DEPOSITOR, LLC



Prior names: RFC Advance Depositor, Inc.



RFC ASSET MANAGEMENT, LLC



Prior names: RFC Asset Management, Inc.



RFC SFJV-2002, LLC



Prior names: N/A



RCSFJV2004, LLC



Prior names: RCFSJV2004, LLC


                      RFC SFJV2004, LLC



UNION TRUST MORTGAGE SERVICES, INC.



Prior names: N/A




     3. Exhibit B to Schedule VI to each Security Agreement is amended by the deletion of the
following:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 	 
		 	Type of	 	Interests Owned	 	 	 	% of Interests of	 
	Pledged Interests 	 	Interests	 	by Pledgor	 	Pledgor	 	Pledgor Pledged	 
	 
	 	Limited Liability	 	 	 	GMAC Model Home	 	 	 	 
	GMCMTH, LLC
	 	Company	 	100%	 	Finance, LLC	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Limited Liability	 	 	 	GMAC Model Home	 	 	 	 
	KBOne, LLC
	 	Company	 	100%	 	Finance, LLC	 	 	100	%




Joinder Agreement — Additional Account Parties





B-9









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 	 
	 	 	Type of	 	Interests Owned	 	 	 	% of Interests of	 
	Pledged
Interests 	 	Interests	 	by Pledgor	 	Pledgor	 	Pledgor Pledged	 
	 
	 	Limited Liability	 	 	 	GMAC Model Home	 	 	 	 
	LENOne, LLC
	 	Company	 	100%	 	Finance, LLC	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Limited Liability	 	 	 	GMAC Model Home	 	 	 	 
	WPSHOne, LLC
	 	Company	 	100%	 	Finance, LLC	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Limited Liability	 	 	 	GMAC Model Home	 	 	 	 
	RFC MHF Funding, LLC
	 	Company	 	100%	 	Finance, LLC	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	GMAC Model Home
	 	Limited Liability	 	 	 	Residential Funding	 	 	 	 
	Finance, LLC
	 	Company	 	100%	 	Company, LLC	 	 	100	%






     4. Exhibit B to Schedule VI to each Security Agreement is amended by the addition of the
following:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 	 
		 	Type of	 	Interests Owned	 	 	 	% of Interests of	 
	Pledged Interests 	 	Interests	 	by Pledgor	 	Pledgor	 	Pledgor Pledged	 
	GMAC Model Home
	 	Limited Liability	 	100%	 	Residential Funding	 	 	100	%
	Finance I, LLC
	 	Company	 	 	 	Company, LLC	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CMH Holdings, LLC
	 	Class B Junior	 	100%	 	GMAC Model Home	 	 	100	%
	 
	 	Preferred Units	 	 	 	Finance I, LLC	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	DOA Properties III
	 	Limited Liability	 	100%	 	DOA Holding	 	 	100	%
	(Models), LLC
	 	Company	 	 	 	Properties, LLC	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	DOA Properties IIIB
	 	Limited Liability	 	100%	 	DOA Holding	 	 	100	%
	(KB Models), LLC
	 	Company	 	 	 	Properties, LLC	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	DOA Properties V
	 	Limited Liability	 	100%	 	DOA Holding	 	 	100	%
	(Lots-CA), LLC
	 	Company	 	 	 	Properties, LLC	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	DOA Properties VII
	 	Limited Liability	 	100%	 	DOA Holding	 	 	100	%
	(Lots-NV), LLC
	 	Company	 	 	 	Properties, LLC	 	 	 	 




Joinder Agreement — Additional Account Parties





B-10









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 	 
		 	Type of	 	Interests Owned	 	 	 	% of Interests of	 
	Pledged Interests 	 	Interests	 	by Pledgor	 	Pledgor	 	Pledgor Pledged	 
	DOA Properties IX
	 	Limited Liability	 	100%	 	DOA Holding	 	 	100	%
	(Lots-Other), LLC
	 	Company	 	 	 	Properties, LLC	 	 	 	 
	 
	Residential Funding
	 	Limited Liability	 	100%	 	Residential Funding	 	 	100	%
	Real Estate
	 	Company	 	 	 	Company, LLC	 	 	 	 
	Holdings, LLC
	 	 	 	 	 	 	 	 	 	 






     5. Schedule VII to each Security Agreement is amended by the addition of the following:



	 	 	 	 	 
	 	 	 	 	Jurisdiction of
	 	 	 	 	Incorporation
	Parent	 	Subsidiary	 	(Subsidiary)
	GMAC Home Services, LLC

	 	Referral Network of NY/NJ, LLC
	 	Delaware






     6. Schedule XI to each Security Agreement is amended by the addition of the following, under
the heading “Additional Account Parties”:


Ameriland, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com



With Copy to:



Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Joinder Agreement — Additional Account Parties





B-11











 





REG-PFH, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Home Connects Lending Services, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Joinder Agreement – Additional Account Parties




B-12









 








MINT I, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




MINT I VFN Holdings, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Joinder Agreement — Additional Account Parties




B-13









 








Eastern Massachusetts Real Estate, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Koenig & Strey Insurance Agency, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Joinder Agreement — Additional Account Parties




B-14









 








Koenig & Strey, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Pacific Union Real Estate Group, Ltd.

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Joinder Agreement — Additional Account Parties




B-15









 








Referral Network of IL, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Referral Network of Massachusetts, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Joinder Agreement — Additional Account Parties




B-16









 








Referral Network of NY/NJ, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Referral Network of PUREG, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Joinder Agreement — Additional Account Parties




B-17









 








GHS Metro NY, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




GMAC Global Relocation Services, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Joinder Agreement — Additional Account Parties




B-18









 








GMACR Mortgage Products, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Ditech, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Joinder Agreement — Additional Account Parties




B-19









 








GHS Mortgage, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Residential Consumer Services, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Joinder Agreement — Additional Account Parties




B-20









 








GMAC Mortgage USA Corporation

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




GMAC Real Estate, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Joinder Agreement — Additional Account Parties




B-21









 








Residential Funding Mortgage Securities I, Inc.

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




MFC Asset, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Joinder Agreement — Additional Account Parties




B-22









 








RFC Advance Depositor, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




RFC Asset Management, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Joinder Agreement — Additional Account Parties




B-23









 








RFC SFJV-2002, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




RCSFJV2004, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Joinder Agreement — Additional Account Parties




B-24









 








Union Trust Mortgage Services, Inc.

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




With Copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




     7. Schedule X to each Security Agreement is amended by the addition of the following to
Section (a) thereof:



	 	 	 	 	 	 	 	 	 
	 	 	Financial	 	 	 	 
	Account Owner	 	Institution	 	Account Number	 	Account Name
	Residential 

Capital, LLC

	 	Wachovia Bank,

National

Association
	 	 	2000042911388	 	 	Residential
Capital, LLC Serv
Advances
Concentration
Account for the
benefit of Wells
Fargo, N.A. as
Collateral Control
Agent
	 
	 	 	 	 	 	 	 	 
	GMAC Mortgage, LLC

	 	Citibank, N.A.
	 	 	30609909	 	 	GMAC MORTGAGE WIRE

CONC
	 
	 	 	 	 	 	 	 	 
	GMAC Mortgage, LLC

	 	Deutsche Bank Trust

Company Americas
	 	 	00-392446	 	 	GMAC CONCENTRATION

WIRE





Joinder Agreement – Additional Account Parties





B-25









 






	 	 	 	 	 	 	 	 	 
	 	 	Financial	 	 	 	 
	Account Owner	 	Institution	 	Account Number	 	 	Account Name
	GMAC Global 

Relocation 

Services, LLC

	 	Bank of America,
N.A.
	 	 	1235062264	 	 	GMAC GRS MAIN

CONCENTRATION
	 
	 	 	 	 	 	 	 	 
	GMAC Home Services, 

LLC

	 	Bank of America,
N.A.
	 	 	1235117148	 	 	GMAC HOME SERVICES

CONCENTRATION
	 
	 	 	 	 	 	 	 	 
	GMAC Home Services, 

LLC

	 	Bank of America,
N.A.
	 	 	1235721369	 	 	GMAC REAL ESTATE CO

OWNED CONCENTRATION
	 
	 	 	 	 	 	 	 	 
	GMAC Mortgage USA 

Corporation

	 	Deutsche Bank Trust

Company Americas
	 	 	451530	 	 	GMAC Mortgage USA

Corporation

Concentration
	 
	 	 	 	 	 	 	 	 
	Home Connects 

Lending Services, 

LLC

	 	Bank of America,
N.A.
	 	 	1233904474	 	 	Home Connects

Lending Svcs

Concentration
	 
	 	 	 	 	 	 	 	 
	GMAC Residential 

Holding Company, 

LLC

	 	Bank of America,
N.A.
	 	 	990126021	 	 	GMAC Residential

Hldg Corp Nevada

Concentration






     8. Schedule X to each Security Agreement is amended by the addition of the following to
Section (B) thereof:



	 	 	 	 	 	 	 
	Account Owner	 	Financial Institution	 	Account Number	 	Account Name
	Ameriland, LLC
	 	JP Morgan Chase	 	1106871	 	Ameriland LLC Disb
	 
	 	Bank, N.A.	 	 	 	 
	 
	 	 	 	 	 	 
	Developers of
	 	JP Morgan Chase	 	1106335	 	Developers of Hidden
	Hidden Springs, LLC
	 	Bank, N.A.	 	 	 	Springs, LLC
	 
	 	 	 	 	 	 
	Developers of
	 	JP Morgan Chase	 	1106780	 	Developers of Hidden
	Hidden Springs, LLC
	 	Bank, N.A.	 	 	 	Springs, LLC
	 
	 	 	 	 	 	 





Joinder Agreement – Additional Account Parties





B-26









 






	 	 	 	 	 	 	 
	Account Owner	 	Financial Institution	 	Account Number	 	Account Name
	Developers of
	 	US Bank National	 	104756781290	 	Developers of Hidden
	Hidden Springs, LLC
	 	Association	 	 	 	Springs
	 
	 	 	 	 	 	 
	Ditech, LLC
	 	Wachovia Bank,	 	200001330105	 	Ditech, LLC
	 
	 	National Association	 	 	 	 
	 
	 	 	 	 	 	 
	DOA Holding
	 	JP Morgan Chase	 	765905476	 	DOA Holdings Properties
	Properties, LLC
	 	Bank, N.A.	 	 	 	LLC- Operations
	 
	 	 	 	 	 	 
	DOA Holding
	 	JP Morgan Chase	 	765905468	 	DOA Holdings
	Properties, LLC
	 	Bank, N.A.	 	 	 	Properties-Models
	 
	 	 	 	 	 	 
	Eastern
	 	Bank of America, N.A.	 	1235125563	 	EASTERN MASSACHUSETTS
	Massachusetts Real
	 	 	 	 	 	REAL
	Estate, LLC
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Eastern
	 	Bank of America, N.A.	 	8188213491	 	EASTERN MASSACHUSETTS
	Massachusetts Real
	 	 	 	 	 	REAL ESTATE COMM FUNDING
	Estate, LLC
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Eastern
	 	Bank of America, N.A.	 	8765005853	 	EASTERN MASSACHUSETTS
	Massachusetts Real
	 	 	 	 	 	REAL ESTATE COMM FUNDING
	Estate, LLC
	 	 	 	 	 	Controlled
	 
	 	 	 	 	 	 
	GHS Metro NY, LLC
	 	Bank of America, N.A.	 	1235169543	 	Metro NY Lockbox
	 
	 	 	 	 	 	 
	GHS Metro NY, LLC
	 	Bank of America, N.A.	 	8765006188	 	Metro NY Controlled
	 
	 	 	 	 	 	Disbursement
	 
	 	 	 	 	 	 
	GHS Mortgage, LLC
	 	JP Morgan Chase	 	433578	 	GHS MORTGAGE LLC DBA
	 
	 	Bank, N.A.	 	 	 	WINDSOR OPERATING





Joinder Agreement – Additional Account Parties





B-27









 






	 	 	 	 	 	 	 
	Account Owner	 	Financial Institution	 	Account Number	 	Account Name
	GMAC Global
	 	Bank of America, N.A.	 	1235062269	 	GMAC GRS ELECTRONIC
	Relocation
	 	 	 	 	 	PAYMENTS
	Services, LLC
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Global
	 	Citibank, N.A.	 	30645619	 	GMAC GLOBAL RELOCATION
	Relocation
Services, LLC
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Global
	 	Wachovia Bank,	 	2000003496460	 	GMAC Global Relocation
	Relocation
	 	National Association	 	 	 	Services, LLC
	Services, LLC
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Global
	 	Wachovia Bank,	 	2014227004310	 	GMAC Global Relocation
	Relocation
	 	National Association	 	 	 	Services, LLC
	Services, LLC
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Home Services,
	 	Wachovia Bank,	 	2000009655713	 	GMAC Home Services, LLC
	LLC
	 	National Association	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Home Services,
	 	Wachovia Bank,	 	2014217339011	 	GMAC Home Services, LLC
	LLC
	 	National Association	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Home Services,
	 	Wachovia Bank,	 	2000003392797	 	GMAC Home Services, LLC
	LLC
	 	National Association	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Mortgage USA
	 	Deutsche Bank Trust	 	00451549	 	GMAC Mortgage USA Corp
	Corporation
	 	Company Americas	 	 	 	First Mtge Wires
	 
	 	 	 	 	 	 
	GMAC Mortgage USA
	 	Deutsche Bank Trust	 	00451557	 	GMAC Mortgage USA Corp
	Corporation
	 	Company Americas	 	 	 	2nd Mtge
	 
	 	 	 	 	 	Wires
	 
	 	 	 	 	 	 
	GMAC Mortgage USA
	 	Wachovia Bank,	 	2079951058907	 	GMAC Mortgage USA
	Corporation
	 	National Association	 	 	 	Corporation





Joinder Agreement – Additional Account Parties





B-28









 






	 	 	 	 	 	 	 
	Account Owner	 	Financial Institution	 	Account Number	 	Account Name
	GMAC Real Estate,
	 	Wachovia Bank,	 	2000009655700	 	GMAC Real Estate LLC
	LLC
	 	National Association	 	 	 	 
	 
	 	 	 	 	 	 
	GMACR Mortgage
	 	GMAC Bank	 	2210115628	 	GMACR Mortgage Products,
	Products, LLC
	 	 	 	 	 	LLC
	 
	 	 	 	 	 	 
	Home Connects
	 	Bank of America, N.A.	 	1235029415	 	Home Connects Lending
	Lending Services,
	 	 	 	 	 	Svcs Vendor Payments
	LLC
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Home Connects
	 	Bank of America, N.A.	 	1235029434	 	Home Connects Lending
	Lending Services,
	 	 	 	 	 	Svcs Advanced Fees
	LLC
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Koenig & Strey
	 	Bank of America, N.A.	 	1235181786	 	KOENIG & STREY INSURANCE
	Insurance Agency,
	 	 	 	 	 	LOCKBOX
	LLC
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Koenig & Strey, LLC
	 	Bank of America, N.A.	 	1235181804	 	FORT DEARBORN LAND TITLE
	 
	 	 	 	 	 	CO. LOCKBO
	 
	 	 	 	 	 	 
	Koenig & Strey, LLC
	 	Bank of America, N.A.	 	1235255055	 	KOENIG & STREY, INC.
	 
	 	 	 	 	 	 
	Koenig & Strey, LLC
	 	Bank of America, N.A.	 	1235576490	 	BUSINESS FRANCHISE
	 
	 	 	 	 	 	FORMAT LOCKBOX
	 
	 	 	 	 	 	 
	Koenig & Strey, LLC
	 	Bank of America, N.A.	 	8765005570	 	BUSINESS FRANCHISE
	 
	 	 	 	 	 	FORMAT CONTROLLED
	 
	 	 	 	 	 	DISBURSEMENT
	 
	 	 	 	 	 	 
	Koenig & Strey, LLC
	 	Bank of America, N.A.	 	8765815278	 	KOENIG & STREY
	 
	 	 	 	 	 	DISBURSEMENT
	 
	 	 	 	 	 	 
	MFC Asset, LLC
	 	US Bank National	 	153910012704	 	MFC Asset LLC
	 
	 	Association	 	 	 	 





Joinder Agreement – Additional Account Parties




B-29









 






	 	 	 	 	 	 	 
	Account Owner	 	Financial Institution	 	Account Number	 	Account Name
	MINT I, LLC
	 	Bank of America, N.A.	 	1235729747	 	MINT I LLC OPERATING
	 
	 	 	 	 	 	ACCOUNT
	 
	 	 	 	 	 	 
	MINT I VFN
	 	Bank of America, N.A.	 	1235828327	 	MINT I VFN HOLDINGS LLC
	Holdings, LLC
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Pacific Union Real
	 	Bank of America, N.A.	 	1235722250	 	PACIFIC UNION REAL
	Estate Group, Ltd.
	 	 	 	 	 	ESTATE OPERATING
	 
	 	 	 	 	 	 
	Pacific Union Real
	 	Bank of America, N.A.	 	7765401325	 	PACIFIC UNIONS RE GROUP
	Estate Group, Ltd.
	 	 	 	 	 	COMMISSION
	 
	 	 	 	 	 	 
	Referral Network of
	 	Bank of America, N.A.	 	1235727941	 	REFERRAL NETWORK OF IL
	IL, LLC
	 	 	 	 	 	LLC
	 
	 	 	 	 	 	 
	Referral Network of
	 	Bank of America, N.A.	 	1235727960	 	REFERRAL NETWORK OF MA
	Massachusetts, LLC
	 	 	 	 	 	LLC
	 
	 	 	 	 	 	 
	Referral Network of
	 	Bank of America, N.A.	 	1235727946	 	REFERRAL NETWORK OF
	NY/NJ, LLC
	 	 	 	 	 	NY/NJ LLC
	 
	 	 	 	 	 	 
	Referral Network of
	 	Bank of America, N.A.	 	1235554672	 	Referral Network of
	PUREG, Inc.
	 	 	 	 	 	PUREG, Inc.
	 
	 	 	 	 	 	 
	REG-PFH, LLC
	 	JP Morgan Chase	 	1134667	 	Reg PFH Disbursement
	 
	 	Bank, N.A.	 	 	 	 
	 
	 	 	 	 	 	 
	Residential
	 	Wachovia Bank,	 	752000201447570	 	Residential Consumer
	Consumer Services,
	 	National Association	 	 	 	Services, LLC
	LLC
	 	 	 	 	 	 





Joinder Agreement – Additional Account Parties





B-30









 






	 	 	 	 	 	 	 
	Account Owner	 	Financial Institution	 	Account Number	 	Account Name
	Residential Funding
	 	US Bank National	 	152100013209	 	Residential Funding
	Mortgage Securities
	 	Association	 	 	 	Mortgage
	I, Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	RFC Advance
	 	US Bank National	 	153910248415	 	RFC Advance Depositor Inc
	Depositor, LLC
	 	Association	 	 	 	 
	 
	 	 	 	 	 	 
	RFC Asset Holdings
	 	US Bank National	 	153910004800	 	RFC Asset Holdings 2 LLC
	II, LLC
	 	Association	 	 	 	 
	 
	 	 	 	 	 	 
	RFC Asset
	 	US Bank National	 	153910011920	 	RFC Asset Management Inc
	Management, LLC
	 	Association	 	 	 	 
	 
	 	 	 	 	 	 
	RFC SFJV-2002, LLC
	 	US Bank National	 	153910011938	 	RFC SFJV 2002 LLC
	 
	 	Association	 	 	 	 
	 
	 	 	 	 	 	 
	RCSFJV 2004, LLC
	 	US Bank National	 	10479189443	 	RCSFJV2004 LLC
	 
	 	Association	 	 	 	 
	 
	 	 	 	 	 	 
	Union Trust
	 	Bank of America, N.A.	 	1235820227	 	UNION TRUST MORTGAGE
	Mortgage Services,
	 	 	 	 	 	SERVICES
	Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Homecomings
	 	JP Morgan Chase	 	1134675	 	PIA Operating Account
	Financial, LLC
	 	Bank, N.A.	 	 	 	 
	 
	 	 	 	 	 	 
	Homecomings
	 	JP Morgan Chase	 	1570696524	 	Corporate (HFN Servicing)
	Financial, LLC
	 	Bank, N.A.	 	 	 	 
	 
	 	 	 	 	 	 
	Homecomings
	 	JP Morgan Chase	 	5113180	 	Homecomings FNL Network
	Financial, LLC
	 	Bank, N.A.	 	 	 	 
	 
	 	 	 	 	 	 
	Homecomings
	 	JP Morgan Chase	 	5546028	 	HFN Wholesale Lending
	Financial, LLC
	 	Bank, N.A.	 	 	 	Master Account





Joinder Agreement – Additional Account Parties





B-31









 






	 	 	 	 	 	 	 
	Account Owner	 	Financial Institution	 	Account Number	 	Account Name
	Homecomings
	 	US Bank National	 	152100013217	 	HOMECOMINGS FINANCIAL
	Financial, LLC
	 	Association	 	 	 	NETWORK INC
	 
	 	 	 	 	 	 
	Residential Funding
	 	JP Morgan Chase	 	1099928	 	Residential Funding
	Company, LLC
	 	Bank, N.A.	 	 	 	Company, LLC Corporate
	 
	 	 	 	 	 	Operations
	 
	 	 	 	 	 	 
	Residential Funding
	 	JP Morgan Chase	 	1106863	 	Ameriland LLC
	Company, LLC
	 	Bank, N.A.	 	 	 	 
	 
	 	 	 	 	 	 
	Residential Funding
	 	JP Morgan Chase	 	1103613	 	 
	Company, LLC
	 	Bank, N.A.	 	 	 	 
	 
	 	 	 	 	 	 
	Residential Funding
	 	JP Morgan Chase	 	5218640	 	 
	Company, LLC
	 	Bank, N.A.	 	 	 	 
	 
	 	 	 	 	 	 
	Residential Funding
	 	JP Morgan Chase	 	708081617	 	GMAC RFC, LLC Master
	Company, LLC
	 	Bank, N.A.	 	 	 	Servicing Operating
	 
	 	 	 	 	 	Account
	 
	 	 	 	 	 	 
	Residential Funding
	 	JP Morgan Chase	 	5750873	 	 
	Company, LLC
	 	Bank, N.A.	 	 	 	 
	 
	 	 	 	 	 	 
	Residential Funding
	 	JP Morgan Chase	 	5315476	 	 
	Company, LLC
	 	Bank, N.A.	 	 	 	 
	 
	 	 	 	 	 	 
	Residential Funding
	 	JP Morgan Chase	 	777175639	 	 
	Company, LLC
	 	Bank, N.A.	 	 	 	 
	 
	 	 	 	 	 	 
	Residential Funding
	 	JP Morgan Chase	 	5573416	 	 
	Company, LLC
	 	Bank, N.A.	 	 	 	 





Joinder Agreement – Additional Account Parties





B-32









 






	 	 	 	 	 	 	 
	Account Owner	 	Financial Institution	 	Account Number	 	Account Name
	Residential Funding
	 	US Bank National	 	104756807830	 	RESIDENTIAL FUNDING
	Company, LLC
	 	Association	 	 	 	COMPANY, LLC
	 
	 	 	 	 	 	 
	Residential Funding
	 	US Bank National	 	104757811591	 	RESIDENTIAL FUNDING
	Company, LLC
	 	Association	 	 	 	COMPANY, LLC
	 
	 	 	 	 	 	 
	Residential Funding
	 	US Bank National	 	152100013191	 	RESIDENTIAL FUNDING
	Company, LLC
	 	Association	 	 	 	COMPANY, LLC
	 
	 	 	 	 	 	 
	Residential Funding
	 	Wachovia Bank,	 	200014428825	 	Residential Funding
	Company, LLC
	 	National Association	 	 	 	Company, LLC
	 
	 	 	 	 	 	 
	Residential Funding
	 	Wachovia Bank,	 	200041714706	 	Residential Funding
	Company, LLC
	 	National Association	 	 	 	Company, LLC
	 
	 	 	 	 	 	 
	Residential Funding
	 	State Street Bank	 	00076174	 	RFC Principal Inv.
	Company, LLC
	 	and Trust Company	 	 	 	Activities
	 
	 	 	 	 	 	 
	Residential Funding
	 	State Street Bank	 	00100453	 	RFAH Principal Inv.
	Company, LLC
	 	and Trust Company	 	 	 	Activities Loans
	 
	 	 	 	 	 	 
	Residential Funding
	 	State Street Bank	 	00100446	 	RFC Asset Holdings II,
	Company, LLC
	 	and Trust Company	 	 	 	LLC
	 
	 	 	 	 	 	 
	Residential Funding
	 	State Street Bank	 	00100461	 	GMAC-RFC, LLC Securities
	Company, LLC
	 	and Trust Company	 	 	 	 





Joinder Agreement – Additional Account Parties





B-33









 






	 	 	 	 	 	 	 
	Account Owner	 	Financial Institution	 	Account Number	 	Account Name
	Residential Funding
	 	State Street Bank	 	BGLJ	 	RFC Principal Inv.
	Company, LLC
	 	and Trust Company	 	 	 	Activities
	 
	 	 	 	 	 	 
	Residential Funding
	 	State Street Bank	 	BGLG	 	RFC Asset Holdings II,
	Company, LLC
	 	and Trust Company	 	 	 	LLC
	 
	 	 	 	 	 	 
	Residential Funding
	 	State Street Bank	 	BGLF	 	RFC Asset Holdings II,
	Company, LLC
	 	and Trust Company	 	 	 	LLC
	 
	 	 	 	 	 	 
	Residential Funding
	 	State Street Bank	 	BGLM	 	GMAC-RFC, LLC SECURITIES
	Company, LLC
	 	and Trust Company	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Mortgage, LLC
	 	Citibank, N.A.	 	30609933	 	GMAC WHOLESALE LENDING
	 
	 	 	 	 	 	 
	GMAC Mortgage, LLC
	 	Bank of America, N.A.	 	1235572058	 	GMAC Mortgage Corp
	 
	 	 	 	 	 	Conventional Rehab Funds
	 
	 	 	 	 	 	 
	GMAC Mortgage, LLC
	 	Bank of America, N.A.	 	7765600532	 	GMAC MORTGAGE CORP
	 
	 	 	 	 	 	 
	GMAC Mortgage, LLC
	 	Deutsche Bank Trust	 	00-318756	 	GMAC MORTGAGE CORPORATION
	 
	 	Company Americas	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Mortgage, LLC
	 	Deutsche Bank Trust	 	00-330608	 	GMAC MTG CORP/DITECH WIR
	 
	 	Company Americas	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Mortgage, LLC
	 	Deutsche Bank Trust	 	00-374678	 	GMAC MORTGAGE CORPORATION
	 
	 	Company Americas	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Mortgage, LLC
	 	Deutsche Bank Trust	 	00-389706	 	GMAC HOME EQUITY FUNDING
	 
	 	Company Americas	 	 	 	 





Joinder Agreement – Additional Account Parties






B-34









 






	 	 	 	 	 	 	 
	Account Owner	 	Financial Institution	 	Account Number	 	Account Name
	GMAC Mortgage, LLC
	 	Deutsche Bank Trust	 	00-407599	 	GMAC BTCHEQUE MASTER FUN
	 
	 	Company Americas	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Mortgage, LLC
	 	Wachovia Bank,	 	2000011901617	 	GMAC Mortgage, LLC
	 
	 	National Association	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Mortgage, LLC
	 	Wachovia Bank,	 	2079950083067	 	GMAC Mortgage, LLC
	 
	 	National Association	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Mortgage, LLC
	 	Wachovia Bank,	 	2079950061474	 	GMAC Mortgage, LLC
	 
	 	National Association	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Mortgage, LLC
	 	Wachovia Bank,	 	2100003045229	 	GMAC Mortgage, LLC
	 
	 	National Association	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Mortgage, LLC
	 	Wachovia Bank,	 	2079950061461	 	GMAC Mortgage, LLC
	 
	 	National Association	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Mortgage, LLC
	 	Wachovia Bank,	 	2100012764397	 	GMAC Mortgage, LLC
	 
	 	National Association	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Mortgage, LLC
	 	Wachovia Bank,	 	2000042900616	 	GMAC Mortgage, LLC
	 
	 	National Association	 	 	 	 
	 
	 	 	 	 	 	 
	Residential
	 	Citibank, N.A.	 	11215175	 	Residential Capital LLC
	Capital, LLC
	 	 	 	 	 	EUR Operating
	 
	 	 	 	 	 	 
	Residential
	 	Citibank, N.A.	 	11215183	 	Residential Capital LLC
	Capital, LLC
	 	 	 	 	 	GBP Operating
	 
	 	 	 	 	 	 
	Residential
	 	Citibank, N.A.	 	11216643	 	Residential Capital LLC
	Capital, LLC
	 	 	 	 	 	MXN Operating
	 
	 	 	 	 	 	 
	Residential
	 	Citibank,  N.A.	 	11902075	 	Residential Capital LLC
	Capital, LLC
	 	 	 	 	 	CAD Operating





Joinder Agreement – Additional Account Parties





B-35









 






	 	 	 	 	 	 	 
	Account Owner	 	Financial Institution	 	Account Number	 	Account Name
	Residential
	 	Citibank, N.A.	 	11902083	 	Residential Capital LLC
	Capital, LLC
	 	 	 	 	 	AUD Operating
	 
	 	 	 	 	 	 
	Residential
	 	JP Morgan Chase	 	701325011	 	 
	Capital, LLC
	 	Bank, N.A.	 	 	 	 
	 
	 	 	 	 	 	 
	Residential
	 	Bank of America, N.A.	 	1235469131	 	 
	Capital, LLC
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Residential
	 	Bank of America, N.A.	 	0 1235582255	 	 
	Capital, LLC
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Residential
	 	Evergreen Service	 	497-1009371602	 	Residential Capital, LLC
	Capital, LLC
	 	Company, LLC	 	 	 	 
	 
	 	 	 	 	 	 
	Residential
	 	Evergreen Service	 	497-1009371627	 	Residential Capital, LLC
	Capital, LLC
	 	Company, LLC	 	 	 	 
	 
	 	 	 	 	 	 
	GMAC Residential
	 	Bank of America, N.A.	 	1235617150	 	GMAC RESIDENTIAL HOLDING
	Holding Company,
LLC
	 	 	 	 	 	 





Joinder Agreement – Additional Account Parties




B-36