EX-10.11






Exhibit 10.11




EXECUTION VERSION




FIRST AMENDMENT AGREEMENT




To First Priority Pledge and Security Agreement and Irrevocable Proxy




Dated as of August 14, 2008




by and among




RESIDENTIAL FUNDING COMPANY, LLC,

GMAC MORTGAGE, LLC,

RESIDENTIAL CAPITAL, LLC AND CERTAIN OTHER

AFFILIATES THEREOF PARTY HERETO,

as Grantors,




WELLS
FARGO BANK, N.A.


as First Priority Collateral Agent




and




GMAC LLC,




as Lender and Lender Agent




 









 





     This FIRST AMENDMENT AGREEMENT (this “Agreement”) dated as of August 14, 2008 (the
“Amendment Effective Date”), is by and among Residential Funding Company, LLC, a Delaware
limited liability company (“RFC”), GMAC Mortgage, LLC, a Delaware limited liability company
(“GMAC Mortgage”), Residential Capital, LLC (“ResCap”) and the other parties hereto as
Grantors (each, together with RFC, GMAC Mortgage and ResCap, a “Grantor”), GMAC LLC, a
Delaware limited liability company, in its capacity as Lender and as agent for the Lenders (in such
capacity, the “Lender Agent”) and Wells Fargo Bank, N.A., as first priority collateral
agent (in such capacity, the “First Priority Collateral Agent”).



     Reference is hereby made to the First Priority Pledge and Security Agreement and Irrevocable
Proxy (as modified by the deletion and joinder of parties prior to the date hereof, the
“Security Agreement”) dated as of June 4, 2008 among the Grantors, the Initial Lender, the
Lender Agent and the First Priority Collateral Agent.



RECITALS




     1. Each of the parties hereto is a party to the Security Agreement.



     2. The parties hereto desire to make certain amendments to the Security Agreement.



     3. Each of the parties hereto, by its signature hereto, hereby acknowledges, consents and
agrees to the changes set forth herein.



     4. In consideration of the promises and mutual agreements herein contained and for good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:



ARTICLE I

DEFINED TERMS




     SECTION 1.1 Capitalized terms used herein and not otherwise defined shall have the meaning
set forth in the Security Agreement.



ARTICLE II

AMENDMENTS TO THE AFFECTED DOCUMENTS




     SECTION 2.1 Amendments to Definitions.




     (a) The definition of “Assigned Documents” in Section 1 of the Security Agreement is
hereby amended by replacing the phrase “any other Facility Document” with the phrase “any
other Facility Document governed by English law”.




     (b) The definition of “Excluded Assets” in Section 1 of the Security Agreement is
hereby amended to add the following sentence at the end thereof:




In addition, solely for purposes of each grant of a security interest hereunder to
secure Hedge Obligations, Excluded Assets also means any asset that does not
constitute a Financing Asset (as defined in the 2010 Indenture or the 2015



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1









 







Indenture, in each case as in effect as of August 1, 2008) whether or not such asset
constitutes Primary Collateral, to the extent (if any) that the grant of a security
interest therein to secure the Hedge Obligations in such asset would violate any
provision of, or cause a default under, the 2010 Indenture or the 2015 Indenture.




     (c) Section 1 of the Security Agreement is hereby amended by adding the following new
definitions in the proper alphabetical location therein:




“Hedge Obligations” means obligations, indebtedness, fees, expenses
(including, without limitation, attorneys’ fees and expenses) and liabilities of the
ResCap Hedge Counterparty or of any other Obligor 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 Obligor 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.




“Net Hedge Settlement Amount” shall mean, at any time, the excess (if any)
of (x) the aggregate amount of Hedge Settlement Amounts due from the ResCap
Counterparty to the Initial Lender, minus (y) the aggregate amounts due from the
Initial Lender to the ResCap Counterparty (i) at the maturity of Hedge Transactions,
or (ii) pursuant to Section 6(e) of the Primary Hedge Documents due to the
early termination of Hedge Transactions. It is understood and agreed that, at any
time, no portion of the Hedge Exposure is “due” for purposes of this definition
unless the related Hedge Transaction has been terminated or an Event of Bankruptcy
shall have occurred with respect to the ResCap Counterparty.



     SECTION 2.2 Amendment to Section 12. Section 12 of the Security Agreement is hereby
amended by adding the new clause (k) therein to the end of such Section 12:





          “(k) If an Event of Default shall occur and the Collateral Control Agent or the
First Priority Agent shall exercise its rights in respect of the Collateral, the
maximum amount of the proceeds of Collateral applied to the principal amount of
Loans and Net Hedge Settlement Amount that become due (whether by acceleration,
maturity, early termination or otherwise) after such Event of Default shall not
exceed the Aggregate Commitment Amount in effect immediately prior to such
occurrence of such Event of Default.”



     SECTION 2.3 Amendment to Schedule VI. Exhibit (B) Schedule VI of the Security
Agreement is hereby amended by inserting the following row in the table contained therein:



First Amendment




2









 









	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	 	 	 	 	Interests Owned by	 	 	 	% of Interests of
	Pledged Interests Issuer	 	Type of Interests	 	Pledgor	 	Pledgor	 	Pledgor Pledged
	Marbella Lakes Associates, LLC
	 	Limited Liability Company	 	66.67%	 	Equity Investment	 	100%
	(f/k/a DOA
Properties VIII
(Marbella Lakes), LLC) 
	 	 	 	 	 	IV, LLC	 	 






     SECTION 2.4 Amendment to Schedules and Attachments. The Schedules and Attachments to
the Security Agreement are hereby amended and restated in their entirety as set forth on
Appendix A to this Agreement.



ARTICLE III

CONDITIONS TO EFFECTIVENESS




     SECTION 3.1 Amendment Effective Date. This Agreement and the provisions contained
herein shall become effective as of the Amendment Effective Date provided that the First Priority
Collateral Agent and the Lender Agent shall have, in form and substance satisfactory to them,
received the following:




     (a) Agreement. An original counterpart (or counterparts) of this Agreement
executed by the parties hereto or other evidence satisfactory to the First Priority
Collateral Agent and the Lender Agent of the execution, delivery and effectiveness of this
Agreement.




     (b) Second Amendment. An executed copy of the Second Amendment Agreement to the
Loan Agreement.




     (c) Hedge Security Agreement. An executed copy of the Hedge Pledge and Security
Agreement and Irrevocable Proxy (the “Hedge Security Agreement”) among the obligors
party thereto and GMAC, LLC as Hedge Counterparty.




     (d) Other. Such other opinions and documents as the Lender Agent may
reasonably request, which opinions and documents will be in form and substance satisfactory
to the Lender Agent.



ARTICLE IV

ACKNOWLEDGEMENTS, CONSENTS, NOTICE, CONFIRMATION AND

REPRESENTATIONS AND WARRANTIES




     SECTION 4.1 Notice. Each party hereto hereby acknowledges timely notice of the
execution of this Agreement and of the transactions and amendments contemplated hereby. Each party
hereto hereby waives any notice requirement contained in the Security Agreement or the Facility
Documents with respect to the execution of this Agreement.



     SECTION 4.2 Confirmation of the Security Agreement. The Grantors, the Lender, the
Lender Agent and the First Priority Collateral Agent each hereby acknowledge and agree that,



First Amendment




3









 




except
as herein expressly amended, the Security Agreement is ratified and confirmed in all
respects and shall remain in full force and effect in accordance with its respective terms.
Without limiting the foregoing, each Obligor reaffirms its grant of a security interest in all the
Collateral pledged by it, and agrees that such security interest secures all Obligations as defined
in the Loan Agreement, after giving effect to the First Amendment Agreement, dated as of July 29,
2008 and the Second Amendment Agreement, dated as of the date hereof, each to the Loan Agreement
and amongst the parties thereto. As of the Amendment Effective Date, each reference in the Security
Agreement to “this Agreement” shall mean the Security Agreement as amended by this Agreement, and
as hereinafter amended or restated.




     SECTION 4.3 First Priority Obligations. For the avoidance of doubt, the Obligors
represent, warrant and agree that the Hedge Obligations constitute “Obligations” under the Loan
Agreement and “First Priority Claims” under and as defined in the Intercreditor Agreement, the 2010
Indenture and the 2015 Indenture and that the Hedge Security Agreement constitutes a “First
Priority Collateral Documents“under and as defined in the Intercreditor Agreement.



     SECTION 4.4 Consent to Amendments to Facility Documents. Each of the parties hereto
hereby acknowledge and agree that the amendment set forth in Section 2.1(a) of this
Agreement represents the original intent with respect to the provision amended thereby. For the
avoidance of doubt, the First Priority Collateral Agent, pursuant to and in reliance upon the
Direction & Certification delivered by GMAC, LLC dated August 14, 2008, hereby confirms its consent
to the First Amendment Agreement to the Loan Agreement dated as of July 29, 2008, the Second
Amendment Agreement to the Loan Agreement dated as of the date hereof and this Amendment.



     SECTION 4.5 Amendment to Joinder Agreement. Each of the parties hereto hereby
consents and agrees that the Joinder Agreement, dated as of August 6, 2008, by Equity Investment
IV, LLC, and acknowledged by GMAC, LLC, as Lender Agent, Wells Fargo Bank, N.A., as First Priority
Collateral Agent and Collateral Control Agent, GMAC Mortgage, LLC and Residential Funding Company,
LLC, shall be amended as of the Amendment Effective Date by the deletion of the following language
therefrom:




“The New Equity Pledgor hereby further represents, warrants and covenants that it
will not Transfer any of its assets (after giving effect, for the avoidance of
doubt, to the admission of GL as a member of Marbella under the Operating Agreement)
without the express written consent of GMAC.”



     SECTION 4.6 Representations and Warranties. By its signature hereto, each Grantor
hereby represents and warrants that, before and after giving effect to this Agreement, as follows:




     (a) Its representations and warranties set forth in the Security Agreement are true and
correct as if made on the date hereof, except to the extent they expressly relate to an
earlier date; and




     (b) After giving effect to this Agreement, no Default has occurred and is continuing.



First Amendment




4









 





ARTICLE V

MISCELLANEOUS




     SECTION 5.1 GOVERNING LAW. 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).



     SECTION 5.2 Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original (whether such counterpart is originally executed or an
electronic copy of an original and each party hereto expressly waives its rights to receive
originally executed documents) and all of which when taken together shall constitute one and the
same agreement.



     SECTION 5.3 WAIVER OF JURY TRIAL. 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.



     SECTION 5.4 Entire Agreement. This Agreement, the Security Agreement and the other
Facility Documents embody the entire agreement and understanding of the parties hereto and
supersede any and all prior agreements, arrangements and understanding relating to the matters
provided for herein.



     SECTION 5.5 Captions. The various captions in this Agreement are included for
convenience only and shall not affect the meaning or interpretation of any provision of this
Agreement.



     SECTION 5.6 Severability. If any provision of this Agreement, or the application
thereof to any party or any circumstance, is held to be unenforceable, invalid or illegal (in whole
or in part) for any reason (in any jurisdiction), the remaining terms of this Agreement, modified
by the deletion of the unenforceable invalid or illegal portion (in any relevant jurisdiction),
will continue in full force and effect, and such unenforceability, invalidity or illegality will
not otherwise affect the enforceability, validity or legality of the remaining terms of this
Agreement so long as this Agreement, as so modified, continues to express, without material change,
the original intentions of the parties as to the subject matter hereof and the deletion of such
portion of this Agreement will not substantially impair the respective expectations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties.



     SECTION 5.7 SUBMISSION TO JURISDICTION. 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



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5









 




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.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




First Amendment




6









 





     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective
officers thereunto duly authorized, as of the date 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 	 
	 



First Amendment





 









 





	 	 	 	 	 
	 	GMAC LLC,

as Lender Agent and Lender

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



First Amendment





 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.,

as First Priority Collateral Agent

 	 
	 	By:  	/s/ Alfia Monastra
 	 
	 	 	Name:  	Alfia Monastra 	 
	 	 	Title:  	Vice President 	 
	 



First Amendment





 









 





	 	 	 	 	 
	 	Acknowledged and Agreed:



RESIDENTIAL CAPITAL, LLC,

as Grantor

 	 
	 	By:  	/s/ Elizabeth T. Kelly
 	 
	 	 	Name:  	Elizabeth T. Kelly 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	GMAC RESIDENTIAL HOLDING COMPANY, 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 	 
	 
	 	HOMECOMINGS FINANCIAL, LLC,

as Grantor

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



First Amendment





 









 






	 	 	 	 	 
	 	Acknowledged and Agreed:





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 L. McConnell
 	 
	 	 	Name:  	Donald L. McConnell 	 
	 	 	Title:  	Asst. Secretary 	 
	 
	 	DEVELOPERS OF HIDDEN SPRINGS, LLC,

as Grantor

 	 
	 	By:  	/s/ Donald L. McConnell
 	 
	 	 	Name:  	Donald L. McConnell 	 
	 	 	Title:  	Asst. Secretary 	 
	 



First Amendment





 









 





	 	 	 	 	 
	 	DOA HOLDING PROPERTIES, LLC,

as Grantor

 	 
	 	By:  	/s/ Donald L. McConnell
 	 
	 	 	Name:  	Donald L. McConnell 	 
	 	 	Title:  	Asst. 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 	 
	 
	 	GMAC MODEL HOME FINANCE I, LLC,

as Grantor

 	 
	 	By:  	/s/ Donald L. McConnell
 	 
	 	 	Name:  	Donald L. McConnell 	 
	 	 	Title:  	Asst. Secretary 	 
	 
	 	EQUITY INVESTMENT IV, LLC,

as Grantor

 	 
	 	By:  	/s/ Donald L. McConnell
 	 
	 	 	Name:  	Donald L. McConnell 	 
	 	 	Title:  	Asst. Secretary 	 
	 
	 	GMAC HOME SERVICES, LLC,

as Grantor

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



First Amendment





 









 







Exhibit A




Revised Schedules and Attachments




First Amendment




 









 








SCHEDULE I

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




GRANTOR INFORMATION




RESIDENTIAL FUNDING COMPANY, LLC 




Jurisdiction of Formation: Delaware

FEIN: 93-0891336

State organization ID number: 2059477

Chief Executive Office/Principal place of business:

One Meridian Crossings

Suite 100

Minneapolis, MN 55423-3940




GMAC MORTGAGE, LLC 




Jurisdiction of Formation: Delaware

FEIN: 23-1694840

State organization ID number: 4143873

Chief Executive Office/Principal place of business:

1100 Virginia Drive

Fort Washington, PA 19034-3200




RESIDENTIAL CAPITAL, LLC 




Jurisdiction of Formation: Delaware

FEIN: 20-1770738

State organization ID number: 3821622

Chief Executive Office/Principal place of business:

One Meridian Crossings

Suite 100

Minneapolis, MN 55423-3940




HOMECOMINGS FINANCIAL, LLC 




Jurisdiction of Formation: Delaware

FEIN: 51-0369458

State organization ID number: 2550221

Chief Executive Office/Principal place of business:

One Meridian Crossings

Suite 100

Minneapolis, MN 55423




 









 





GMAC-RFC HOLDING COMPANY, LLC 




Jurisdiction of Formation: Delaware

FEIN: 23-2593763

State organization ID number: 4168620

Chief Executive Office/Principal place of business:

One Meridian Crossings

Suite 100

Minneapolis, MN 55423




GMAC RESIDENTIAL HOLDING COMPANY, LLC 




Jurisdiction of Formation: Delaware

FEIN: 91-1902190

State organization ID number: 4176389

Chief Executive Office/Principal place of business:

3993 Howard Hughes Parkway

Suite 250

Las Vegas, NV 89169




RFC ASSET HOLDINGS II, LLC 




Jurisdiction of Formation: Delaware

FEIN: 41-1984034

State organization ID number: 4189232

Chief Executive Office:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423




Principal place of business:

3993 Howard Hughes Parkway

Suite 250

Las Vegas, NV 89169




PASSIVE ASSET TRANSACTIONS, LLC 




Jurisdiction of Formation: Delaware

FEIN: 51-0404130

State organization ID number: 3306533

Chief Executive Office/Principal place of business:

1100 Virginia Drive

Fort Washington, PA 19034




 









 





DEVELOPERS OF HIDDEN SPRINGS, LLC 




Jurisdiction of Formation: Delaware

FEIN: 80-0022985

State organization ID number: 4183059

Chief Executive Office/Principal place of business:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423




DOA HOLDING PROPERTIES, LLC 




Jurisdiction of Formation: Delaware

FEIN: 26-1424257

State organization ID number: 4454997

Chief Executive Office/Principal place of business:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423




EQUITY INVESTMENT I, LLC 




Jurisdiction of Formation: Delaware

FEIN: 02-0632797

State organization ID number: 3528939

Chief Executive Office/Principal place of business:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423




EQUITY INVESTMENT IV, LLC 




Jurisdiction of Formation: Delaware

FEIN: 93-0891336

State organization ID number: 4572829

Chief Executive Office/Principal place of business:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423




RESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC 




Jurisdiction of Formation: Delaware

FEIN: 26-2736505

State organization ID number: 4551018

Chief Executive Office/Principal place of business:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423




 









 





RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC 




Jurisdiction of Formation: Delaware

FEIN: 26-2737180

State organization ID number: 4551021

Chief Executive Office/Principal place of business:

1100 Virginia Drive

Fort Washington, PA 19034




HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC 




Jurisdiction of Formation: Delaware

FEIN: 26-2736869

State organization ID number: 4551020

Chief Executive Office/Principal place of business:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423




GMAC MODEL HOME FINANCE I, LLC 




Jurisdiction of Formation: Delaware

FEIN: 26-2748469

State organization ID number: 4555820

Chief Executive Office/Principal place of business:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423




 









 





SCHEDULE II

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




ADDITIONAL PLACES OF BUSINESS




None.




 









 








SCHEDULE III

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




TRADE NAMES; PRIOR LEGAL NAMES; MERGERS




	 	 	 	 	 
	•	 	Trade Names; Prior Legal Names
	 
	 	 	 	 
	 	 	RESIDENTIAL FUNDING COMPANY, LLC 
	 
	 	 	 	 
	 

	 	Prior Names:
	 	Residential Funding Corporation
	 

	 	 	 	RFC Acquisition Corporation
	 
	 	 	 	 
	 	 	GMAC MORTGAGE, LLC 
	 
	 	 	 	 
	 

	 	Prior Names:
	 	GMAC Mortgage Corporation
	 
	 	 	 	 
	 	 	RESIDENTIAL CAPITAL, LLC 
	 
	 	 	 	 
	 

	 	Prior Names:
	 	Residential Capital Corporation
	 
	 	 	 	 
	 	 	HOMECOMINGS FINANCIAL, LLC 
	 
	 	 	 	 
	 

	 	Prior Names:
	 	Homecomings Financial Network, Inc.
	 

	 	 	 	Residential Money Centers, Inc.
	 
	 	 	 	 
	 	 	GMAC-RFC HOLDING COMPANY, LLC 
	 
	 	 	 	 
	 

	 	Prior Names:
	 	GMAC-RFC Holding Corp. 

GMAC RF, Inc.
	 
	 	 	 	 
	 	 	GMAC RESIDENTIAL HOLDING COMPANY, LLC 
	 
	 	 	 	 
	 

	 	Prior Names:
	 	GMAC Residential Holding Corp.
	 
	 	 	 	 
	 	 	RFC ASSET HOLDINGS II, LLC
	 
	 	 	 	 
	 

	 	Prior Names:
	 	RFC Asset Holdings II, Inc.
	 
	 	 	 	 
	 	 	PASSIVE ASSET TRANSACTIONS, LLC 
	 
	 	 	 	 
	 

	 	Prior Names:
	 	Passive Asset Transactions, Inc.
	 
	 	 	 	 
	 	 	DEVELOPERS OF HIDDEN SPRINGS, LLC 
	 
	 	 	 	 
	 

	 	Prior Names:
	 	Developers of Hidden Springs, Inc.






 









 





	 	 	 	 	 
	 	 	DOA HOLDING PROPERTIES, LLC
	 
	 	 	 	 
	 

	 	Prior Names:
	 	None
	 
	 	 	 	 
	 	 	EQUITY INVESTMENT I, LLC
	 
	 	 	 	 
	 

	 	Prior Names:
	 	Core Equity I, LLC
	 
	 	 	 	 
	 	 	EQUITY INVESTMENT IV, LLC
	 
	 	 	 	 
	 

	 	Prior Names:
	 	None
	 
	 	 	 	 
	 	 	RESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC
	 
	 	 	 	 
	 

	 	Prior Names:
	 	None
	 
	 	 	 	 
	 	 	RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC
	 
	 	 	 	 
	 

	 	Prior Names:
	 	None
	 
	 	 	 	 
	 	 	HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC
	 
	 	 	 	 
	 

	 	Prior Names:
	 	None
	 
	 	 	 	 
	 	 	GMAC MODEL HOME FINANCE I, LLC
	 
	 	 	 	 
	 

	 	Prior Names:
	 	None
	 
	 	 	 	 
	•	 	Mergers
	 
	 	 	 	 
	 	 	GMAC MORTGAGE, LLC 
	 
	 	 	 	 
	 	 	On October 25, 2006, GMAC Mortgage, LLC merged with GMAC Mortgage Corporation.
	 
	 	 	 	 
	 	 	GMAC-RFC HOLDING COMPANY, LLC 
	 
	 	 	 	 
	 	 	On July 11, 2006, GMAC-RFC Holding Company, LLC merged with GMAC-RFC Holding Corp.
	 
	 	 	 	 
	 	 	DEVELOPERS OF HIDDEN SPRINGS, LLC 
	 
	 	 	 	 
	 	 	On August 10, 2006, Developers of Hidden Springs, LLC merged with Developers of Hidden
Springs, Inc.






 









 





SCHEDULE IV

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




INTELLECTUAL PROPERTY




Trademarks




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Serial No.	 	Mark	 	Owner	 	Filing Date	 	Status	 	Reg No.	 	Reg Date
	78601736

	 	EQUITYWISE
	 	GMAC MORTGAGE LLC
	 	 	 	Allowed	 	 	 	 	 	 
	76546683

	 	HOME COMMAND
	 	GMAC MORTGAGE LLC
	 	2003/09/24
	 	Allowed	 	 	 	 	 	 
	75278616

	 	DITECH
	 	GMAC MORTGAGE LLC
	 	1997/04/21
	 	Registered
	 	 	2158800	 	 	1998/05/19
	78559960

	 	105 SELECT
	 	GMAC MORTGAGE LLC
	 	2005/02/03
	 	Registered
	 	 	3298930	 	 	2007/09/25
	76434684

	 	DITECH.COM — YOUR MORTGAGE
SOLUTION DELIVERED
	 	GMAC MORTGAGE LLC
	 	2002/07/26
	 	Registered
	 	 	2721143	 	 	2003/06/03
	76434953

	 	I LOST ANOTHER LOAN TO DITECH
	 	GMAC MORTGAGE LLC
	 	2002/07/26
	 	Registered
	 	 	2721148	 	 	2003/06/03
	75401660

	 	GLORIA NILSON
	 	GMAC MORTGAGE LLC
	 	1997/12/08
	 	Registered
	 	 	2245688	 	 	1999/05/18
	78106868

	 	DITECH.COM — YOUR 24/7 MORTGAGE
SOLUTION
	 	GMAC MORTGAGE LLC
	 	2002/02/05
	 	Registered
	 	 	2702661	 	 	2003/04/01
	76494789

	 	SERVICE YOU DESERVE. PEOPLE YOU
TRUST.
	 	GMAC MORTGAGE LLC
	 	2003/03/06
	 	Registered
	 	 	2808259	 	 	2004/01/27
	75604188

	 	DITECH.COM
	 	GMAC MORTGAGE LLC
	 	1998/12/09
	 	Registered
	 	 	2696027	 	 	2003/03/11
	76463368

	 	CALDIRECT HOMES LOANS
	 	GMAC MORTGAGE LLC
	 	2002/10/31
	 	Registered
	 	 	2846071	 	 	2004/05/25
	76492563

	 	HOMESTRENGTH
	 	GMAC MORTGAGE LLC
	 	2003/02/26
	 	Registered
	 	 	2846225	 	 	2004/05/25
	76515655

	 	DITECH.COM — SPEED GUARANTEED
	 	GMAC MORTGAGE LLC
	 	2003/05/20
	 	Registered
	 	 	2861149	 	 	2004/07/06
	76579265

	 	BUILDER POWER (& DESIGN)
	 	GMAC MORTGAGE LLC
	 	2004/03/05
	 	Registered
	 	 	2927621	 	 	2005/02/22
	76579614

	 	CALDIRECT
	 	GMAC MORTGAGE LLC
	 	2004/03/08
	 	Registered
	 	 	2928628	 	 	2005/03/01
	76580149

	 	DITECH RACING
	 	GMAC MORTGAGE LLC
	 	2004/03/10
	 	Registered
	 	 	2928640	 	 	2005/03/01
	76603778

	 	DITECH.COM HOME LOANS
	 	GMAC MORTGAGE LLC
	 	2004/07/23
	 	Registered
	 	 	2928647	 	 	2005/03/01
	76603959

	 	DITECH.COM HOME LOANS (& DESIGN)
	 	GMAC MORTGAGE LLC
	 	2004/07/26
	 	Registered
	 	 	2928648	 	 	2005/03/01
	76579639

	 	MOVE IN AMERICA
	 	GMAC MORTGAGE LLC
	 	2004/03/08
	 	Registered
	 	 	2930402	 	 	2005/03/08
	76579638

	 	MOVE IN AMERICA (& DESIGN)
	 	GMAC MORTGAGE LLC
	 	2004/03/08
	 	Registered
	 	 	2941383	 	 	2005/04/19
	76527153

	 	TRUSTED ADVISOR, SKILLED

NEGOTIATOR, AND EXPERT

FACILITATOR
	 	GMAC MORTGAGE LLC
	 	2003/07/01
	 	Registered
	 	 	3002328	 	 	2005/09/27
	76627771

	 	P PREMIER SERVICE
	 	GMAC MORTGAGE LLC
	 	2005/01/13
	 	Registered
	 	 	3039786	 	 	2006/01/10
	78566421

	 	TRUSTED ADVISOR
	 	GMAC MORTGAGE LLC
	 	2005/02/14
	 	Registered
	 	 	3102238	 	 	2006/06/06
	78646165

	 	DITECH AT WORK
	 	GMAC MORTGAGE LLC
	 	2005/06/08
	 	Registered
	 	 	3122167	 	 	2006/07/25






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Serial No.	 	Mark	 	Owner	 	Filing Date	 	Status	 	Reg No.	 	Reg Date
	78855597

	 	PACIFIC UNION
	 	GMAC MORTGAGE LLC
	 	2006/04/06
	 	Registered
	 	 	3206054	 	 	2007/02/06
	78656722

	 	BUYLINE
	 	GMAC MORTGAGE LLC
	 	2005/06/23
	 	Registered
	 	 	3234981	 	 	2007/04/24
	78635792

	 	ONESTOP HOMEOWNERSHIP SERVICES
	 	GMAC MORTGAGE LLC
	 	2005/05/24
	 	Registered
	 	 	3265985	 	 	2007/07/17
	78542966

	 	GHS MORTGAGE
	 	GMAC MORTGAGE LLC
	 	2005/01/06
	 	Registered
	 	 	3288664	 	 	2007/09/04
	76593441

	 	DITECH.COM FREEDOM LOAN
	 	GMAC MORTGAGE LLC
	 	2004/05/21
	 	Registered
	 	 	3291310	 	 	2007/09/11
	76597261

	 	GO FAST
	 	GMAC MORTGAGE LLC
	 	2004/06/14
	 	Registered
	 	 	3325181	 	 	2007/10/30
	78566539

	 	EXPERT FACILITATOR
	 	GMAC MORTGAGE LLC
	 	2005/02/14
	 	Registered
	 	 	3353357	 	 	2007/12/11
	78917057

	 	DITECH ESIGNATURE
	 	GMAC MORTGAGE LLC
	 	2006/06/26
	 	Registered
	 	 	3396372	 	 	2008/03/11
	78883555

	 	REAL LIFE. REAL SOLUTIONS.
	 	GMAC MORTGAGE LLC
	 	2006/05/15
	 	Registered
	 	 	3314584	 	 	2007/10/16
	78887861

	 	DITECH GUARANTEE
	 	GMAC MORTGAGE, LLC
	 	2006/05/19
	 	Allowed	 	 	 	 	 	 
	78679328

	 	DITECH MORTGAGE SOLUTIONS
	 	GMAC MORTGAGE, LLC
	 	2005/07/27
	 	Allowed	 	 	 	 	 	 
	78742599

	 	HOME REWARDS
	 	GMAC MORTGAGE, LLC
	 	2005/10/28
	 	Published	 	 	 	 	 	 
	78113601

	 	HOME DREAMS ONLINE
	 	GMAC MORTGAGE, LLC
	 	2002/03/08
	 	Registered
	 	 	2880218	 	 	2004/08/31
	78127454

	 	BUILDER POWER
	 	GMAC MORTGAGE, LLC
	 	2002/05/09
	 	Registered
	 	 	2896306	 	 	2004/10/19
	76495996

	 	CAL DIRECT HOME LOANS (& DESIGN)
	 	GMAC MORTGAGE, LLC
	 	2003/03/10
	 	Registered
	 	 	2903746	 	 	2004/11/16
	76560776

	 	PATHWAYS
	 	GMAC MORTGAGE, LLC
	 	2003/11/20
	 	Registered
	 	 	2910065	 	 	2004/12/14
	76561220

	 	THE HOMESTRETCH PLAN
	 	GMAC MORTGAGE, LLC
	 	2003/11/21
	 	Registered
	 	 	2910069	 	 	2004/12/14
	76586655

	 	CUOTA UNICA DITECH
	 	GMAC MORTGAGE, LLC
	 	2004/04/14
	 	Registered
	 	 	2947511	 	 	2005/05/10
	76586659

	 	SMARTWATCH
	 	GMAC MORTGAGE, LLC
	 	2004/04/14
	 	Registered
	 	 	2982713	 	 	2005/08/09
	76492773

	 	HOMEFLEX
	 	GMAC MORTGAGE, LLC
	 	2003/02/26
	 	Registered
	 	 	2992858	 	 	2005/09/06
	76576481

	 	DITECH FLAT FEE
	 	GMAC MORTGAGE, LLC
	 	2004/02/20
	 	Registered
	 	 	3007701	 	 	2005/10/18
	76598815

	 	SETTLE AMERICA
	 	GMAC MORTGAGE, LLC
	 	2004/06/23
	 	Registered
	 	 	3025621	 	 	2005/12/13
	76586657

	 	BORRON Y CUENTA NUEVA
	 	GMAC MORTGAGE, LLC
	 	2004/04/14
	 	Registered
	 	 	3047591	 	 	2006/01/24
	78113668

	 	HELPING YOU MANAGE THE

INVESTMENT IN YOUR HOME
	 	GMAC MORTGAGE, LLC
	 	2002/03/08
	 	Registered
	 	 	3068871	 	 	2006/03/14
	76610623

	 	FLEXSELECT
	 	GMAC MORTGAGE, LLC
	 	2004/09/09
	 	Registered
	 	 	3071594	 	 	2006/03/21
	76560283

	 	POWER PUNCH
	 	GMAC MORTGAGE, LLC
	 	2003/11/17
	 	Registered
	 	 	3077130	 	 	2006/04/04
	76575312

	 	DITECH-1
	 	GMAC MORTGAGE, LLC
	 	2004/02/12
	 	Registered
	 	 	3080195	 	 	2006/04/11
	78622953

	 	LA ULTIMA PALABRA EN PRESTAMOS
	 	GMAC MORTGAGE, LLC
	 	2005/05/04
	 	Registered
	 	 	3082700	 	 	2006/04/18
	78623519

	 	CLOSE FOR A CAUSE
	 	GMAC MORTGAGE, LLC
	 	2005/05/05
	 	Registered
	 	 	3085260	 	 	2006/04/25
	76609555

	 	Warehouse Express
	 	GMAC MORTGAGE, LLC
	 	2004/09/01
	 	Registered
	 	 	3325194	 	 	2007/10/30
	74279689

	 	HOMECOMINGS
	 	GMAC MORTGAGE, LLC
	 	1992/05/28
	 	Registered
	 	 	1792907	 	 	1993/09/14
	76494788

	 	PREMIER SERVICE
	 	GMAC RESIDENTIAL HOLDING

COMPANY, LLC
	 	2003/03/06
	 	Registered
	 	 	2914178	 	 	2004/12/28
	78855608

	 	PACIFIC UNION ADVANTAGE
	 	GMAC RESIDENTIAL HOLDING

COMPANY, LLC
	 	2006/04/06
	 	Allowed	 	 	 	 	 	 






 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Serial No.	 	Mark	 	Owner	 	Filing Date	 	Status	 	Reg No.	 	Reg Date
	78566532

	 	SKILLED NEGOTIATOR
	 	GMAC RESIDENTIAL HOLDING

COMPANY, LLC
	 	2005/02/14
	 	Pending	 	 	 	 	 	 
	78797825

	 	FLEXPAT
	 	GMAC RESIDENTIAL HOLDING

COMPANY, LLC
	 	2006/01/24
	 	Allowed	 	 	 	 	 	 
	78923245

	 	SUPPLIER DIRECT (& DESIGN)
	 	GMAC RESIDENTIAL HOLDING

COMPANY, LLC
	 	2006/07/06
	 	Registered
	 	 	3237366	 	 	2007/05/01
	78923210

	 	SUPPLIER DIRECT
	 	GMAC RESIDENTIAL HOLDING

COMPANY, LLC
	 	2006/07/06
	 	Registered
	 	 	3237365	 	 	2007/05/01
	76576712

	 	P
	 	GMAC RESIDENTIAL HOLDING

COMPANY, LLC
	 	2004/02/23
	 	Registered
	 	 	3361159	 	 	2008/01/01
	77127127

	 	KEYCHAIN ALLIANCE
	 	RESIDENTIAL CAPITAL, LLC
	 	 	 	Published	 	 	 	 	 	 
	78139312

	 	QUICKWISE
	 	RESIDENTIAL FUNDING 

COMPANY,
LLC
	 	2002/06/27
	 	Registered
	 	 	2707254	 	 	2003/04/15
	74348910

	 	GOAL LINE
	 	RESIDENTIAL FUNDING 
COMPANY,
LLC
	 	1993/01/15
	 	Registered
	 	 	1829015	 	 	1994/03/29
	74713806

	 	GOAL LOAN
	 	RESIDENTIAL FUNDING 
COMPANY,
LLC
	 	1995/08/10
	 	Registered
	 	 	1995345	 	 	1996/08/20
	78023446

	 	LINE@PRIME
	 	RESIDENTIAL FUNDING 
COMPANY,
LLC
	 	2000/08/29
	 	Registered
	 	 	2552727	 	 	2002/03/26
	74275769

	 	RFC
	 	RESIDENTIAL FUNDING 
COMPANY,
LLC
	 	1992/05/15
	 	Registered
	 	 	1840863	 	 	1994/06/21
	78096942

	 	ALTERNET
	 	RESIDENTIAL FUNDING 
COMPANY,
LLC
	 	2001/12/06
	 	Pending	 	 	 	 	 	 






 









 






Patents




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	PATENT	 	 	 	 
	COUNTRY/TYPE	 	TITLE	 	SERIAL NO.	 	FILED	 	STATUS	 	NO.	 	ISSUED	 	Assignment Status
	US — UTILITY

	 	SIMULATION TECHNIQUE

FOR GENERATION OF

AVM AND COLLATERAL

RISK INDICATOR RULE

SET
	 	 	11484262	 	 	2006/07/11
	 	PUBLISHED
	 	 	 	 	 	Assignment to Residential
Funding Corporation by Susan
Allen and Beth Harasimowicz
	PCT

	 	GENERATION OF AVM

AND COLLATERAL RISK

INDICATOR RULE SET
	 	PCTUS0715793
	 	2007/07/11
	 	PUBLISHED
	 	 	 	 	 	Covered by the assignment in

Serial Number 11484262
	US — UTILITY

	 	SYSTEM AND METHOD

FOR EVALUATING

SECONDARY MARKET

OPTIONS FOR LOANS
	 	 	10688321	 	 	2003/10/17
	 	OFFICE

ACTION

PENDING
	 	 	 	 	 	Assignment to GMAC RFC by
Dan Bettenburg and Frank
Doherty. This will be fixed to
show assignment to Residential
Funding Company, LLC
	US — UTILITY

	 	STORED, TEMPORARY

ALTERATION OF

BUSINESS LOGIC
	 	 	09952995	 	 	2001/09/14
	 	APPEALED
	 	 	 	 	 	Assignment to Residential
Funding Corporation by Peter
(Ken) Cychosz and Brian
Gilkay






 









 






SCHEDULE V

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




COMMERCIAL TORT CLAIMS




None.




 









 








SCHEDULE VI

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




INITIAL COLLATERAL





	1.	 	Mortgage Loans 






	 	(a)	 	All mortgage loans identified in the ATS (as hereinafter defined) under the column
“ATS FF” by the Code T215. “ATS” means the internal database maintained by Residential
Funding Company, LLC for the purposes of tracking the facility to which unsold mortgage
loans are pledged.
	 
	 	(b)	 	Mortgage loans (i) secured by real estate located in Canada and for which the mortgage
notes are in the possession of Computershare Trust Company of Canada and (ii) sold to
Residential Funding Company, LLC on or prior to the Closing Date.
	 
	 	(c)	 	Mortgage loans insured by the Federal Housing Administration (“FHA”) or the U.S.
Department of Veterans Affairs (“VA”) and as to which the applicable borrower has defaulted
and a claim exists against either the VA or the FHA.






	2.	 	Servicing Advances 






	 	(a)	 	All right, title and interest of either Residential Funding Company, LLC or GMAC
Mortgage, LLC in and to Servicing P&I Advances and Servicing T&I Advances or Servicing Corporate
Advances other than (i) Servicing Contracts with FNMA, Freddie Mac or GNMA or (ii) in the case of
GMAC Mortgage, LLC any rights in any Servicing Contract transferred to GMACR MORTGAGE PRODUCTS,
LLC prior to the Closing Date, and (iii) in the case of Residential Funding Company, LLC, any
interest in any Servicing Contract transferred to RFC-GSAP Servicer Advance, LLC prior to the
Closing Date.






	3.	 	Securities Accounts — see attached Exhibit A to this Schedule VI.
	 
	4.	 	Pledged Interests — see attached Exhibit B to this Schedule VI.
	 
	5.	 	Pledged Notes — see attached Exhibit C to this Schedule VI.




 









 












	6.	 	Construction, Mezzanine and Working Capital Loans — (i) all first lien construction loans,
including distressed construction loans, (ii) all mezzanine loans, including distressed loans,
secured by equity interests in entities owning real estate and real estate-related assets, and
(iii)all working capital loans which were unencumbered as of February 29, 2008.




 









 














EXHIBIT A TO SCHEDULE VI




SECURITIES ACCOUNTS




	 	 	 	 	 	 	 
	 	 	Financial	 	 	 	 
	Account Owner	 	Institution	 	Account Number	 	Account Name
	GMAC Mortgage,
LLC

	 	JP Morgan
	 	G08567
	 	GMAC Mortgage, LLC MSR Securities
and HEQ Residual Account
	 
	 	 	 	 	 	 
	GMAC Mortgage,
LLC

	 	JP Morgan
	 	G54823
	 	GMAC Mortgage, LLC Direct Pair Off
Account
	 
	 	 	 	 	 	 
	Passive Asset 

Transactions, LLC

	 	JP Morgan
	 	P66230
	 	Passive Asset Transactions, LLC
	 
	 	 	 	 	 	 
	Residential
 Funding 

Company,
LLC

	 	State Street
	 	BGLS
	 	Residential Funding Company,
LLC Capital Markets Pledged RFC
	 
	 	 	 	 	 	 
	Residential
 Funding 
Company,
LLC

	 	State Street
	 	BGLX
	 	Residential Funding Company, LLC PIA
Pledged RFC
	 
	 	 	 	 	 	 
	Residential
Funding 
Company,
LLC

	 	State Street
	 	BGLY
	 	Residential Funding Company, LLC
RIF
Pledged RFC
	 
	 	 	 	 	 	 
	Residential
 Funding 
Company,
LLC

	 	State Street
	 	BGLU
	 	Residential Funding Company, LLC
Capital Markets Pledged RAHI II
	 
	 	 	 	 	 	 
	Residential
Funding 
Company,
LLC

	 	State Street
	 	BGLV
	 	Residential Funding Company, LLC
RIF
Pledged RAHI II
	 
	 	 	 	 	 	 
	Residential
Funding 
Company,
LLC

	 	State Street
	 	BGLW
	 	Residential Funding Company, LLC
PIA
Pledged RAHI II







 












 





EXHIBIT B TO SCHEDULE VI




PLEDGED INTERESTS




	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	 	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	Pledged Interests Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	Hidden Springs
Sewer Company,
LLC

	 	Limited Liability
Company
	 	 100%
	 	Developers of
Hidden Springs,
LLC
	 	  100%
	 
	 	 	 	 	 	 	 	 
	DOA Properties I,
LLC

	 	Limited
Liability
Company
	 	 100%
	 	DOA Holding
Properties, LLC
	 	  100%
	 
	 	 	 	 	 	 	 	 
	DOA Properties II,
LLC

	 	Limited
Liability
Company
	 	 100%
	 	DOA Holding
Properties, LLC
	 	  100%
	 
	 	 	 	 	 	 	 	 
	Residential Mortgage


Real Estate Holdings,
LLC

	 	

Limited
Liability
Company
	 	

 100%
	 	

GMAC
Mortgage, LLC
	 	

  100%
	 
	 	 	 	 	 	 	 	 
	GMCMTH, LLC

	 	Limited
Liability
Company
	 	 100%
	 	GMAC Model
Home Finance,
LLC
	 	 100%
	 
	 	 	 	 	 	 	 	 
	KBOne, LLC

	 	Limited
Liability
Company
	 	 100%
	 	GMAC Model
Home Finance,

LLC
	 	 100%
	 
	 	 	 	 	 	 	 	 
	LENOne, LLC

	 	Limited
Liability
Company
	 	 100%
	 	GMAC Model
Home Finance,
LLC
	 	 100%
	 
	 	 	 	 	 	 	 	 
	WPSHOne, LLC

	 	Limited
Liability
Company
	 	 100%
	 	GMAC Model
Home Finance,
LLC
	 	 100%
	 
	 	 	 	 	 	 	 	 
	RFC MHF Funding,
LLC

	 	Limited
Liability
Company
	 	 100%
	 	GMAC Model
Home Finance,
LLC
	 	 100%
	Homecomings
Financial 

Real Estate
Holdings, LLC

	 	

Limited
Liability
Company
	 	

 100%
	 	

Homecomings
Financial, LLC
	 	

 100%






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	 	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	Pledged Interests Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	GMAC Residential
Holding Company,
LLC

	 	Limited
Liability
Company
	 	 100%
	 	Residential
Capital, LLC
	 	 100%
	 
	 	 	 	 	 	 	 	 
	Developers of Hidden
Springs, LLC

	 	Limited
Liability
Company
	 	 100%
	 	Residential
Funding
Company, LLC
	 	 100%
	 
	 	 	 	 	 	 	 	 
	DOA Holding
Properties, LLC

	 	Limited
Liability
Company
	 	 100%
	 	Residential
Funding
Company, LLC
	 	 100%
	 
	 	 	 	 	 	 	 	 
	GMAC Model Home
Finance, LLC

	 	Limited
Liability
Company
	 	 100%
	 	Residential
Funding
Company, LLC
	 	 100%
	 
	 	 	 	 	 	 	 	 
	RFC Construction
Funding, LLC

	 	Limited
Liability
Company
	 	 100%
	 	Residential
Funding
Company, LLC
	 	 100%
	 
	 	 	 	 	 	 	 	 
	Marbella Lakes
Associates, LLC
(f/k/a DOA Properties
VIII (Marbella
Lakes), LLC)

	 	Limited
Liability
Company
	 	 66.67%
	 	Equity
Investment IV,
LLC
	 	 100%






 









 






EXHIBIT C TO SCHEDULE VI




PLEDGED NOTES




	 	 	 	 	 
	Pledged Note Issuer	 	Pledged Note	 	Pledged Note Holder
	GX CE Funding B.V.

	 	Note (Note Certificate No. 1)
dated 4 June 2008 in the
principal amount of EUR
556,992,836.00 due 3 June 2009
issued under the Variable
Funding Loan Note Agreement
dated 4 June 2008
	 	Residential Capital, LLC
	 
	 	 	 	 
	Viaduct (No. 7) Limited

	 	Note dated 4 June 2008 in the
principal amount of
£658,116,612.47 due 18 June
2008 issued under the Note
Issuance Facility Deed dated on
or about 2 June 2008
	 	Residential Capital, LLC






 









 






SCHEDULE VI(a)

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




FINANCING STATEMENTS DISCLOSURE SCHEDULE




Filing #; Filing Date; Jurisdiction; Debtor; Secured Party



1. Initial Filing # 2007 4676119; filed on 12/11/2007; jurisdiction Delaware; GMAC Mortgage, LLC as
Debtor and JPMorgan Chase Bank, N.A. as Secured Party*;



2. Initial Filing # 6413972 1; filed on 11/28/2006; jurisdiction Delaware; Residential Funding
Company, LLC as Debtor and Credit Suisse First Boston Mortgage Capital LLC as Secured Party*;



3. Initial Filing # 6413972 1 as amended by 2008 1486503; filed on 04/29/2008; jurisdiction
Delaware; Residential Funding Company, LLC as Debtor and Credit Suisse First Boston Mortgage
Capital LLC as Secured Party*;



4. Initial Filing # 6448982 9; filed on 12/21/2006 ; jurisdiction Delaware; GMCMTH, LLC as Debtor
and GMAC Model Home Finance, LLC as Secured Party*;



5. Initial Filing # 4362538 3; filed on 12/22/2004 ; jurisdiction Delaware; Homecomings Financial,
LLC as Debtor and Residential Funding Company, LLC as Additional Debtor and Credit Suisse First
Boston Mortgage Capital LLC as Secured Party*;



6. Initial Filing # 4362538 3 as amended by 2008 1486461; filed on 04/29/2008; jurisdiction
Delaware; Homecomings Financial, LLC as Debtor and Residential Funding Company, LLC as Additional
Debtor and Credit Suisse First Boston Mortgage Capital LLC as Secured Party*;



7. Initial Filing # 2007 4328083; filed on 11/14/2007; jurisdiction Delaware; GMAC Mortgage, LLC as
Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured Party*;



8. Initial Filing # 2007 4692207; filed on 12/12/2007; jurisdiction Delaware; GMAC Mortgage, LLC as
Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured Party*;



9. Initial Filing # 5238450 2; filed on 07/28/2005; jurisdiction Delaware; Residential Funding
Corporation as Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured
Party*;



10. Initial Filing # 5238450 2 as amended by 6187890 9; filed on 06/02/2006; jurisdiction Delaware;
Residential Funding Corporation as Debtor and Federal National Mortgage Association (a/k/a Fannie
Mae) as Secured Party*;



11. Initial Filing # 2007 4692215; filed on 12/12/2007; jurisdiction Delaware; Homecomings
Financial, LLC as Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured
Party*;




 









 







12. Initial Filing # 2008 0785533; filed on 03/04/2008; jurisdiction Delaware; GMAC Mortgage, LLC
as Debtor and Credit Suisse First Boston, New York Branch as Secured Party*1;



13. Initial Filing # 2008 1437654; filed on 04/24/2008; jurisdiction Delaware; Residential Funding
Company, LLC as Debtor and Residential Funding Mortgage Securities II, Inc. as Secured Party;



14. Initial Filing # 2007 3119855; filed on 07/30/2007; jurisdiction Delaware; GMAC Mortgage, LLC
as Debtor and Comerica Bank as Secured Party*2;



15. Initial Filing # 2007 0405653; filed on 01/31/2007; jurisdiction Delaware; GMAC Mortgage, LLC
as Debtor and Bank of America, N.A. as Secured Party*3; and



16. Initial Filing # 2007 2212677; filed on 06/12/2007; jurisdiction Delaware; Homecomings
Financial, LLC as Debtor and Sherman Originator LLC as Secured Party.






 




			
	1	 	[The (*) can remain if not Primary Collateral (i.e. can remain if similar to #6 above
on this Schedule)]
	 
	2	 	[The (*) can remain if it is confirmed that cash flows on Collateral do not flow
through these accounts]
	 
	3	 	[The (*) can remain if it is confirmed that accounts are not main investment account
or accounts related to that account]




 









 










EXHIBIT C TO SCHEDULE VI




PLEDGED NOTES




	 	 	 	 	 
	Pledged Note Issuer	 	Pledged Note	 	Pledged Note Holder
	GX CE Funding B.V.

	 	Note (Note Certificate No. 1)
dated 4 June 2008 in the
principal amount of EUR
556,992,836.00 due 3 June 2009
issued under the Variable
Funding Loan Note Agreement
dated 4 June 2008
	 	Residential Capital, LLC
	 
	 	 	 	 
	Viaduct (No. 7) Limited

	 	Note dated 4 June 2008 in the
principal amount of
£658,116,612.47 due 18 June
2008 issued under the Note
Issuance Facility Deed dated on
or about 2 June 2008
	 	Residential Capital, LLC






 









 






SCHEDULE VI(a)

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




FINANCING STATEMENTS DISCLOSURE SCHEDULE




Filing #; Filing Date; Jurisdiction; Debtor; Secured Party



1. Initial Filing # 2007 4676119; filed on 12/11/2007; jurisdiction Delaware; GMAC Mortgage, LLC as
Debtor and JPMorgan Chase Bank, N.A. as Secured Party*;



2. Initial Filing # 6413972 1; filed on 11/28/2006; jurisdiction Delaware; Residential Funding
Company, LLC as Debtor and Credit Suisse First Boston Mortgage Capital LLC as Secured Party*;



3. Initial Filing # 6413972 1 as amended by 2008 1486503; filed on 04/29/2008; jurisdiction
Delaware; Residential Funding Company, LLC as Debtor and Credit Suisse First Boston Mortgage
Capital LLC as Secured Party*;



4. Initial Filing # 6448982 9; filed on 12/21/2006 ; jurisdiction Delaware; GMCMTH, LLC as Debtor
and GMAC Model Home Finance, LLC as Secured Party*;



5. Initial Filing # 4362538 3; filed on 12/22/2004 ; jurisdiction Delaware; Homecomings Financial,
LLC as Debtor and Residential Funding Company, LLC as Additional Debtor and Credit Suisse First
Boston Mortgage Capital LLC as Secured Party*;



6. Initial Filing # 4362538 3 as amended by 2008 1486461; filed on 04/29/2008; jurisdiction
Delaware; Homecomings Financial, LLC as Debtor and Residential Funding Company, LLC as Additional
Debtor and Credit Suisse First Boston Mortgage Capital LLC as Secured Party*;



7. Initial Filing # 2007 4328083; filed on 11/14/2007; jurisdiction Delaware; GMAC Mortgage, LLC as
Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured Party*;



8. Initial Filing # 2007 4692207; filed on 12/12/2007; jurisdiction Delaware; GMAC Mortgage, LLC as
Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured Party*;



9. Initial Filing # 5238450 2; filed on 07/28/2005; jurisdiction Delaware; Residential Funding
Corporation as Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured
Party*;



10. Initial Filing # 5238450 2 as amended by 6187890 9; filed on 06/02/2006; jurisdiction Delaware;
Residential Funding Corporation as Debtor and Federal National Mortgage Association (a/k/a Fannie
Mae) as Secured Party*;



11. Initial Filing # 2007 4692215; filed on 12/12/2007; jurisdiction Delaware; Homecomings
Financial, LLC as Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured
Party*;





 









 







12. Initial Filing # 2008 0785533; filed on 03/04/2008; jurisdiction Delaware; GMAC Mortgage, LLC
as Debtor and Credit Suisse First Boston, New York Branch as Secured Party*4;



13. Initial Filing # 2008 1437654; filed on 04/24/2008; jurisdiction Delaware; Residential Funding
Company, LLC as Debtor and Residential Funding Mortgage Securities II, Inc. as Secured Party;



14. Initial Filing # 2007 3119855; filed on 07/30/2007; jurisdiction Delaware; GMAC Mortgage, LLC
as Debtor and Comerica Bank as Secured Party*5;



15. Initial Filing # 2007 0405653; filed on 01/31/2007; jurisdiction Delaware; GMAC Mortgage, LLC
as Debtor and Bank of America, N.A. as Secured Party*6; and



16. Initial Filing # 2007 2212677; filed on 06/12/2007; jurisdiction Delaware; Homecomings
Financial, LLC as Debtor and Sherman Originator LLC as Secured Party.






 




			
	4	 	[The (*) can remain if not Primary Collateral (i.e. can remain if similar to #6 above
on this Schedule)]
	 
	5	 	[The (*) can remain if it is confirmed that cash flows on Collateral do not flow
through these accounts]
	 
	6	 	[The (*) can remain if it is confirmed that accounts are not main investment account
or accounts related to that account]




 









 










SCHEDULE VII

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




DIRECT SUBSIDIARIES




	 	 	 	 	 
	Parent	 	Subsidiary	 	Jurisdiction of Incorporation (Subsidiary)
	GMAC Mortgage, LLC

	 	CAP RE of Vermont, LLC
	 	Vermont
	 

	 	Ditech, LLC
	 	Delaware
	 

	 	Executive Closing Services, LLC
	 	Delaware
	 

	 	Executive Trustee Services, LLC
	 	Delaware
	 

	 	GMAC Mortgage USA Corporation
	 	Delaware
	 

	 	GMAC Mortgage, LLC of TN
	 	Delaware
	 

	 	GMACR Mortgage Products, LLC
	 	Delaware
	 

	 	GMV Management Services, LLC
	 	Delaware
	 

	 	Horsham Funding, LLC
	 	Delaware
	 

	 	Ladue Associates, Inc.
	 	Pennsylvania
	 

	 	MINT I VFN Holdings, LLC
	 	Delaware
	 

	 	MINT I, LLC
	 	Delaware
	 

	 	Passive Asset Transactions, LLC
	 	Delaware
	 

	 	Residential Consumer Services, LLC
	 	Delaware
	 

	 	Residential Mortgage Real Estate Holdings, LLC
	 	Delaware
	 

	 	Walnut Grove Funding, LLC
	 	Delaware
	Residential Funding
Company, LLC

	 	Asset Lending Company II, LLC
	 	Delaware
	 

	 	Asset Management Performance Services, LLC
	 	Delaware
	 

	 	Developers of Hidden Springs, LLC
	 	Delaware
	 

	 	DOA Holding Properties, LLC
	 	Delaware
	 

	 	EPRE LLC
	 	Delaware
	 

	 	Equity Investment I, LLC
	 	Delaware
	 

	 	Equity Investments II, LLC
	 	Delaware
	 

	 	Equity Investment III, LLC
	 	Delaware
	 

	 	Equity Investment IV, LLC
	 	Delaware
	 

	 	GMAC Model Home Finance, LLC
	 	Delaware
	 

	 	GMAC Model Home Finance I, LLC
	 	Delaware
	 

	 	GMAC-RFC Australia Pty Limited
	 	Australia
	 

	 	GMAC-RFC Europe Limited
	 	U.K.
	 

	 	GMAC-RFC Holdings Limited
	 	U.K.
	 

	 	GMAC-RFC Ireland Limited
	 	U.K.
	 

	 	Homecomings Financial, LLC
	 	Delaware
	 

	 	MFC Asset, LLC
	 	Delaware
	 

	 	MINT II Holdings LLC
	 	Delaware
	 

	 	MINT II, LLC
	 	Delaware






 









 







	 	 	 	 	 
	Parent	 	Subsidiary	 	Jurisdiction of Incorporation (Subsidiary)
	 

	 	REG-PFH, LLC
	 	Delaware
	 

	 	Residential Asset Management Company LLC
	 	Delaware
	 

	 	Residential Funding Mortgage Exchange, LLC
	 	Delaware
	 

	 	Residential Funding of Canada Finance ULC
	 	Canada
	 

	 	Residential Funding Real Estate Holdings, LLC
	 	Delaware
	 

	 	Residential Funding Securities, LLC
	 	Delaware
	 

	 	RFC — GSAP Servicer Advance, LLC
	 	Delaware
	 

	 	RFC ABS CDO WHSub I Ltd
	 	Cayman Islands
	 

	 	RFC Advance Depositor, LLC
	 	Delaware
	 

	 	RFC Asset Holdings II, LLC
	 	Delaware
	 

	 	RFC Asset Management, LLC
	 	Delaware
	 

	 	RFC Construction Funding, LLC
	 	Delaware
	 

	 	RFC Investments Limited
	 	U.K.
	 

	 	RFC Resort Funding, LLC
	 	Delaware
	GMAC-RFC Holding
Company, LLC

	 	Residential Accredit Loans, Inc.
	 	Delaware
	 

	 	Residential Asset Mortgage Products, Inc.
	 	Delaware
	 

	 	Residential Asset Securities Corporation
	 	Delaware
	 

	 	Residential Funding Company, LLC
	 	Delaware
	 

	 	Residential Funding Mortgage Securities I, Inc.
	 	Delaware
	 

	 	Residential Funding Mortgage Securities II, Inc.
	 	Delaware
	Residential Capital, LLC

	 	GMAC Residential Holding Company, LLC
	 	Delaware
	 

	 	GMAC-RFC Holding Company, LLC
	 	Delaware
	 

	 	IB Finance Holding Company, LLC
	 	Delaware
	Homecomings Financial,
LLC

	 	HFN REO Sub II, LLC
	 	Delaware
	 

	 	Homecomings Financial Real Estate Holdings,

LLC
	 	 Delaware
	GMAC Residential

	 	GMAC Home Services, LLC
	 	Delaware
	Holding Company, LLC

	 	GMAC Mortgage, LLC
	 	Delaware
	 

	 	GHS Global Relocation UK Limited
	 	U.K.
	 

	 	GMACB Service Company, LLC
	 	Delaware
	 

	 	GMACRH Settlement Services, LLC
	 	Delaware
	Developers of Hidden

	 	Hidden Springs Sewer Company, LLC
	 	Delaware
	Springs, LLC
	 	 	 	 
	 
	DOA Holding Properties, 

LLC

	 	 DOA Properties I, LLC
	 	Delaware
	 

	 	DOA Properties II, LLC
	 	Delaware
	 

	 	DOA Properties III (Models), LLC
	 	Delaware
	 
	 	 	 	 
	 

	 	DOA Properties IIIB (KB Models), LLC
	 	Delaware






 









 






	 	 	 	 	 
	Parent	 	Subsidiary	 	Jurisdiction of Incorporation (Subsidiary)
	 

	 	DOA Properties IV, LLC
	 	Delaware
	 

	 	DOA Properties V (Lots-CA), LLC
	 	Delaware
	 
	 	 	 	 
	 

	 	DOA Properties VII (Lots-NV), LLC
	 	Delaware
	 

	 	DOA Properties IX (Lots-Other), LLC
	 	Delaware
	Equity Investment IV,
LLC

	 	Marbella Lakes Associates, LLC (f/k/a DOA

Properties VIII (Marbella Lakes), LLC)
	 	Delaware
	GMAC Model Home
Finance I, LLC

	 	CHM Holdings, LLC
	 	Delaware
	Residential Funding
Company, LLC (99.99%)

	 	GMAC Financiera, S.A. de C.V.
	 	Mexico
	 

	 	GMAC Hipotecaria, S.A. de C.V.
	 	Mexico
	 

	 	GMAC-RFC Brasil Ltda
	 	Brazil
	 

	 	GMAC-RFC Chile Inversiones Ltda
	 	Chile
	Residential Funding
Company, LLC
(99.99999968%)

	 	GMAC-RFC Auritec, S.A.
	 	Mexico
	Residential Funding
Company, LLC (99%)

	 	GMAC RFC International Holdings Cooperatief
U.A.
	 	Netherlands
	GMAC-RFC Holding
Company, LLC (0.01%)

	 	GMAC RFC International Holdings Cooperatief
U.A.
	 	Netherlands
	Homecomings Financial,
LLC (0.01%)

	 	GMAC-RFC Brasil Ltda
	 	Brazil
	 

	 	GMAC-RFC Chile Inversiones Ltda
	 	Chile
	Homecomings Financial,
LLC (0.00000032%)

	 	GMAC-RFC Auritec, S.A.
	 	Mexico






 









 






SCHEDULE VIII

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




EXCLUDED SIGNIFICANT SUBSIDIARIES




None.






 









 








SCHEDULE IX

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




BAILMENT COLLATERAL





	1.	 	Stock Certificate dated June 2, 2008, certifying that Residential Funding Company, LLC owns
twenty-four million two hundred seventy seven thousand five hundred (24,277,500) ordinary
shares of GMAC-RFC Australia Pty Limited, a corporation formed under the laws of Australia
(the “Company”), standing in its name on the books of the Company, which is represented by
Certificate No. 6, along with an undated Irrevocable Stock Power executed by Residential
Funding Company, LLC authorizing transfer to Wells Fargo Bank, N.A.






	2.	 	Stock Certificate dated May 8, 1995, certifying that GMAC-RFC Holding Company, LLC (formerly
known as GMAC RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per
share, of Residential Funding Mortgage Securities
II, Inc., a corporation formed under the laws of the State of Delaware (the “Company”),
standing in its name on the books of the Company, which is represented by Certificate No. 1,
along with an undated Irrevocable Stock Power executed by GMAC-RFC Holding Company, LLC
authorizing transfer to Wells Fargo Bank, N.A.






	3.	 	Stock Certificate dated December 7, 1994, certifying that GMAC-RFC Holding Company, LLC
(formerly known as GMAC RF, Inc.) owns one thousand (1,000) shares of common stock, par value
$0.01 per share, of Residential Asset Securities Corporation, a corporation formed under the
laws of the State of Delaware (the “Company”), standing in its name on the books of the
Company, which is represented by Certificate No. 1, along with an undated Irrevocable Stock
Power executed by GMAC-RFC Holding Company, LLC authorizing transfer to Wells Fargo Bank, N.A.






	4.	 	Stock Certificate dated August 14, 1995, certifying that GMAC-RFC Holding Company, LLC
(formerly known as GMAC RF, Inc.) owns one thousand (1,000) shares of common stock, par value
$0.01 per share, of Residential Accredit Loans, Inc., a corporation formed under the laws of
the State of Delaware (the “Company”), standing in its name on the books of the Company, which
is represented by Certificate No. 1, along with an undated Irrevocable Stock Power executed by
GMAC-RFC Holding Company, LLC authorizing transfer to Wells Fargo Bank, N.A.






	5.	 	Stock Certificate dated April 20, 2006, certifying that GMAC Mortgage, LLC (formerly known as
GMAC Mortgage Corporation) owns three thousand (3,000) shares of common stock, par value $0.01
per share, of GMAC Mortgage USA Corporation, a corporation formed under the laws of the State
of Delaware (the “Company”), standing in its name on the books of the Company, which is
represented by Certificate No. 1, along with an undated Irrevocable Stock Power executed by
GMAC Mortgage, LLC authorizing transfer to Wells Fargo Bank, N.A.




 









 












	6.	 	Dutch Note (Note Certificate No. 1) dated 4 June 2008 in the principal amount of EUR
556,992,836.00 due 3 June 2009 issued under the Variable Funding Loan Note Agreement dated 4
June 2008 between GX CE Funding B.V., as issuer, and Residential Capital, LLC, as subscriber.
	 
	7.	 	UK Note Certificate dated 4 June 2008 in the principal amount of £658,116,612.47 due 18 June
2008, issued under the Note Issuance Facility Deed dated on or about 2 June 2008 between
Viaduct (No. 7) Limited, as issuer, and Residential Capital, LLC, as noteholder.
	 
	8.	 	Stock Certificate dated June 9, 2008, certifying that GMAC Mortgage, LLC (formerly known as
GMAC Mortgage Corporation) owns one hundred (100) shares of common stock, without par value,
of Ladue Associates, Inc., a corporation formed under the laws of the State of Delaware (the
“Company”), standing in its name on the books of the Company, which is represented by
Certificate No. 1; along with an Irrevocable
Stock Power executed by GMAC Mortgage, LLC authorizing transfer to Wells Fargo Bank, N.A dated
June 9, 2008.
	 
	9.	 	Stock Certificate dated June 13, 2008, certifying that GMAC-RFC Holding Company, LLC
(formerly known as GMAC RF, Inc.) owns one thousand (1,000) shares of common stock, par value
$0.01 per share, of Residential Asset Mortgage Products, Inc., a corporation formed under the
laws of the State of Delaware (the “Company”), standing in its name on the books of the
Company, which is represented by Certificate No. 2; along with an Irrevocable Stock Power
executed by GMAC-RFC Holding Company, LLC authorizing transfer to Wells Fargo Bank, N.A dated
June 13, 2008.
	 
	10.	 	Stock Certificate dated June 13, 2008, certifying that GMAC-RFC Holding Company, LLC
(formerly known as GMAC RF, Inc.) owns one thousand (1,000) shares of common stock, par value
$0.01 per share, of Residential Funding Mortgage Securities I, Inc., a corporation formed under
the laws of the State of Delaware (the “Company”), standing in its name on the books of the
Company, which is represented by Certificate No. 2; along with an Irrevocable Stock Power
executed by GMAC-RFC Holding Company, LLC authorizing transfer to Wells Fargo Bank, N.A dated
June 13, 2008.
	 
	11.	 	Stock Certificatei, undated, certifying that RFC LLC is the Registered Proprietor of
122,276,661 ordinary shares, of £1 each, of 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”), which is represented by Certificate No. 1;
along with an undated Stock Transfer Form executed by Residential Funding Company, LLC with
transferee information blank.
	 
	12.	 	Stock Certificate†, undated, certifying that RFC LLC is the Registered Proprietor of
65 ordinary shares, of £1 each, of 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”), which is represented by Certificate No. 1; along
with an undated Stock Transfer Form executed by Residential Funding Company, LLC with transferee
information blank.
	 
	13.	 	Stock Certificate†, undated, certifying that RFC LLC is the Registered Proprietor of
3,250,000 ordinary shares, of £1 each, of RFC Investments Limited, a company incorporated in
England and Wales (registered number 03488658) whose registered office is at Eastern Gate, Brants
Bridge, Bracknell, Berkshire RG12 9BZ (“RFC Investments”), which is represented by Certificate No.
1; along with an undated Stock
Transfer Form executed by Residential Funding Company, LLC with transferee information blank.
	 
	14.	 	Stock Certificate†, undated, certifying that Residential Funding Company LLC is the
Registered Proprietor of 325 ordinary shares, of £1 each, of GMAC-RFC Ireland Limited, a company
incorporated in England and Wales (registered number 03709797) whose registered office is at
Eastern Gate, Brants Bridge, Bracknell, Berkshire RG12 9BZ (“GMAC Ireland”), which is represented
by Certificate No. 1; along with an undated Stock Transfer Form executed by Residential Funding
Company, LLC with transferee information blank.
	 
	15.	 	Stock Certificate†, undated, certifying that GMAC Residential Holding Company, LLC
f/k/a GMAC Residential Holding Corporation is the Registered Proprietor of 540,221 ordinary shares,
of £1 each, of GHS Global Relocation UK Limited, a company incorporated in England and Wales
(registered number 03931283) whose registered office is at Fountain House, 4th Floor,
130 Fenchurch Street, London EC3M 5DJ (“GHS”), which is represented by Certificate No. 1; along
with an undated Stock Transfer Form executed by GMAC Residential Holding Corporation, now known as
GMAC Residential Holding Company, LLC, with transferee information blank.






 











 





SCHEDULE X


TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY




DEPOSIT ACCOUNTS OF ADDITIONAL ACCOUNT PARTIES; SECURITIES
ACCOUNTS OF FABS GRANTORS




(a) Concentration Accounts




	 	 	 	 	 	 	 	 	 
	 	 	Financial	 	 	 	 
	Account Owner	 	Institution	 	Account Number	 	Account Name
	Residential Capital,
LLC

	 	Bank of
America
	 	 	12354-69131	 	 	Residential Capital, LLC Concentration
Account
	GMAC Mortgage,
LLC

	 	Wachovia
	 	 	2000042898689	 	 	GMAC Mortgage, LLC Concentration
Account for the benefit of Wells Fargo,
N.A. as Collateral Control Agent
	Homecomings
Financial, LLC

	 	Wachovia
	 	 	2000041713516	 	 	Homecomings Financial, LLC
Concentration Account for the benefit of
Wells Fargo, N.A. as Collateral Control
Agent
	Residential Capital,
LLC

	 	Wachovia
	 	 	2000042898663	 	 	Residential Capital, LLC Concentration
Account for the benefit of Wells Fargo
Bank, N.A. as Collateral Control Agent
	Residential Capital,
LLC

	 	Wachovia
	 	 	2000041713626	 	 	Residential Capital, LLC IBG
Concentration Account for the benefit of
Wells Fargo Bank, N.A. as Collateral
Control Agent
	Residential
Funding Company,
LLC

	 	Wachovia
	 	 	2000042898676	 	 	Residential Funding Company, LLC
Concentration Account for the benefit of
Wells Fargo, N.A. as Collateral Control
Agent
	Residential Capital,
LLC

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






 









 





(b) Sales Proceeds Accounts




	 	 	 	 	 	 	 	 	 
	 	 	Financial	 	 	 	 
	Account Owner	 	Institution	 	Account Number	 	Account Name
	Residential Capital,
LLC

	 	Bank of
America
	 	 	12355-82255	 	 	 
	GMAC Mortgage,
LLC

	 	JP Morgan
	 	 	0728408567	 	 	GMACM MSR SECURITIES AND
HEQ RESIDUAL ACCOUNT FOR
THE BENEFIT OF WELLS FARGO
BANK, N.A. AS COLLATERAL
CONTROL AGENT
	GMAC Mortgage,
LLC

	 	JP Morgan
	 	 	0728454823	 	 	GMACM DIRECT PAIROFF
ACCOUNT FOR THE BENEFIT OF
WELLS FARGO BANK, N.A. AS
COLLATERAL CONTROL AGENT
	Passive Asset
Transactions, LLC

	 	JP Morgan
	 	 	0777163338	 	 	PASSIVE ASSET TRANSACTIONS,
LLC FOR THE BENEFIT OF WELLS
FARGO BANK, N.A. AS
COLLATERAL CONTROL AGENT
	Residential
Funding Company,
LLC

	 	State Street
	 	 	004 35 131	 	 	Residential Funding Company, LLC
Capital Markets Pledged RFC
	Residential
Funding Company,
LLC

	 	State Street
	 	 	004 351 72	 	 	Residential Funding Company, LLC PIA
Pledged RFC






 









 





	 	 	 	 	 	 	 	 	 
	 	 	Financial	 	 	 	 
	Account Owner	 	Institution	 	Account Number	 	Account Name
	Residential
Funding Company,
LLC

	 	State Street
	 	 	004 351 80	 	 	Residential Funding Company, LLC RIF
Pledged RFC
	Residential
Funding Company,
LLC

	 	State Street
	 	 	004 351 49	 	 	RFC Assets Holdings II, LLC Capital
Markets Pledged RAHI II
	Residential
Funding Company,
LLC

	 	State Street
	 	 	004 351 56	 	 	RFC Assets Holdings II, LLC-RIF
Pledged RAHI II
	Residential
Funding Company,
LLC

	 	State Street
	 	 	004 351 64	 	 	RFAH-PIA Pledged RAHI II
	Residential
Funding Company,
LLC

	 	Wachovia
	 	 	2000041713451	 	 	Residential Funding Company, LLC
Sales Proceeds Account for the benefit
of Wells Fargo Bank, N.A. as Collateral
Control Agent
	Residential
Mortgage Real
Estate Holdings,
LLC

	 	Wachovia
	 	 	2000041713969	 	 	Residential Mortgage Real Estate
Holdings, LLC Sales Proceeds Account
for the benefit of Wells Fargo Bank,
N.A. as Collateral Control Agent
	Residential
Funding Real
Estate 

Holdings,
LLC

	 	Wachovia
	 	 	2000041713972	 	 	Residential Funding Real Estate
Holdings, LLC Sales Proceeds Account
for the benefit of Wells Fargo Bank,
N.A. as Collateral Control Agent
	Homecomings
Financial Real
Estate 
Holdings,
LLC

	 	Wachovia
	 	 	2000041713985	 	 	Homecomings Financial Real Estate
Holdings, LLC Sales Proceeds Account
for the benefit of Wells Fargo Bank,
N.A. as Collateral Control Agent






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Financial	 	 	 	 
	Account Owner	 	Institution	 	Account Number	 	Account Name
	Passive Asset
Transactions, LLC

	 	Wachovia
	 	 	2000041713781	 	 	Passive Asset Transactions, LLC
	GMAC Mortgage,
LLC

	 	Wachovia
	 	 	2000042911867	 	 	GMAC Mortgage, LLC
	RFC Asset
Holdings II, LLC

	 	Wachovia
	 	 	2000041713956	 	 	RFC Asset Holdings II, LLC
	Developers of
Hidden Springs,
LLC

	 	Wachovia
	 	 	2000041713477	 	 	Developers of Hidden Springs, LLC
Sales Proceeds Account for the benefit
of Wells Fargo, N.A. as Collateral
Control Agent
	Equity Investment
I, LLC

	 	Wachovia
	 	 	2000041713493	 	 	Equity Investments I, LLC Sales
Proceeds Account for the benefit of
Wells Fargo, N.A. as Collateral Control
Agent
	DOA Holding
Properties, LLC

	 	Wachovia
	 	 	2000041713503	 	 	DOA Holding Properties, LLC Sales
Proceeds Account for the benefit of
Wells Fargo, N.A. as Collateral Control
Agent
	Residential
Funding Company,
LLC

	 	Wachovia
	 	 	2000042911870	 	 	Residential Funding Company, LLC
	Residential
Funding Company,
LLC7

	 	Wachovia
	 	 	2000041713671	 	 	Residential Funding Company, LLC








 




			
	7	 	This is a Servicing Advances Account




 









 










	 	 	 	 	 	 	 	 	 
	 	 	Financial	 	 	 	 
	Account Owner	 	Institution	 	Account Number	 	Account Name
	GMAC Mortgage,
LLC1

	 	Wachovia
	 	 	2000041714353	 	 	GMAC Mortgage, LLC
	GMAC Mortgage,
LLC1

	 	Wachovia
	 	 	2000041713668	 	 	GMAC Mortgage, LLC
	GMAC Model
Home Finance,
LLC

	 	Wachovia
	 	 	2000041713464	 	 	GMAC Model Home Finance, LLC
	Residential
Funding Company,
LLC

	 	Wachovia
	 	 	2000041714706	 	 	Residential Funding Company, LLC
	GMAC Mortgage,
LLC

	 	Wachovia
	 	 	2000042900616	 	 	GMAC Mortgage, LLC






(c) Securities Accounts of FABS Grantors




	 	 	 	 	 	 	 
	 	 	Financial	 	 	 	 
	Account Owner	 	Institution	 	Account Number	 	Account Name
	Passive Asset
Transactions, LLC

	 	JP Morgan
	 	P66230
	 	Passive Asset Transactions, LLC






 









 






SCHEDULE XI

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




NOTICE INFORMATION




The Grantors:




Residential Funding Company, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7359

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, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




GMAC Mortgage, LLC

c/o Residential Funding Company, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7359

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, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320




 









 





Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Homecomings Financial, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7359

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




GMAC-RFC Holding Company, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7359

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com




GMAC Residential Holding Company, LLC

3993 Howard Hughes Parkway

Suite 250

Las Vegas, NV 89169

Attn: William Casey

Phone: (215) 682-6301

Fax: (215) 682-1249

Email: william.casey@gmacrescap.com




GMAC Model Home Finance 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, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




RFC Asset Holdings II, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423




With copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Passive Asset Transactions, LLC

1100 Virginia Drive

Fort Washington, PA 19034




With copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




DOA Holding Properties, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423




 









 





With copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Equity Investment I, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423




With copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Equity Investment IV, 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, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




 









 





Residential Funding Real Estate Holdings, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423




With copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Residential Mortgage Real Estate Holdings, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423




With copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




Homecomings Financial Real Estate Holdings, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423




With copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




 









 





The Lender Agent:




GMAC LLC

200 Renaissance Center

Detroit, MI 48265

Attn: David Walker, Group VP and Treasurer

Phone: (313) 656-5400

Fax: (313) 656-5401

Email: david.walker@gmacfs.com




With copy to:




William B. Solomon, VP and General Counsel

Phone: (313) 656-6128

Fax: (313) 656-6124

Email: William.b.solomon@gm.com




The Hedge Counterparty:




GMAC LLC

200 Renaissance Center

Detroit, MI 48265

Attn: David Walker, Group VP and Treasurer

Phone: (313) 656-5400

Fax: (313) 656-5401

Email: david.walker@gmacfs.com




With copy to:




William B. Solomon, VP and General Counsel

Phone: (313) 656-6128

Fax: (313) 656-6124

Email: William.b.solomon@gm.com




The First Priority Collateral Agent:




Wells Fargo Bank, N.A.

625 Marquette Avenue

N9311-110

Minneapolis, Minnesota 55479

Nicholas D. Tally — Specialized Products Group

Phone: (612) 667-3961

Fax: (612) 667-9825





 











 





ATTACHMENT I

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




PLEDGED EQUITY AND PLEDGED NOTES




Item A. Pledged Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Common Stock	 	 	 	 
	 	 	Authorized	 	Outstanding	 	 	 	% of Shares
	Pledged Share Issuer	 	Shares	 	Shares	 	Beneficial Owner	 	Pledged
	GMAC Mortgage
USA Corporation

	 	 	3,000	 	 	 	3,000	 	 	GMAC Mortgage,
LLC
	 	 	100	%
	Ladue Associates,
Inc.

	 	 	100	 	 	 	100	 	 	GMAC Mortgage,
LLC
	 	 	100	%
	Residential Accredit
Loans, Inc.

	 	 	1,000	 	 	 	1,000	 	 	GMAC-RFC Holding
Company, LLC
	 	 	100	%
	Residential Asset
Mortgage Products,
Inc.

	 	 	1,000	 	 	 	 	 	 	
GMAC-RFC Holding
Company, LLC	 	 	100	%
	Residential Asset
Securities
Corporation

	 	 	1,000	 	 	 	1,000	 	 	GMAC-RFC Holding
Company, LLC
	 	 	100	%
	Residential Funding
Mortgage Securities
I, Inc.

	 	 	1,000	 	 	 	 	 	 	GMAC-RFC Holding
Company, LLC
	 	 	100	%
	Residential Funding
Mortgage Securities
II, Inc.

	 	 	1,000	 	 	 	1,000	 	 	GMAC-RFC Holding
Company, LLC
	 	 	100	%
	GMAC-RFC
Australia Pty
Limited8

	 	37,350,0019
	 	37,350,0015
	 	Residential Funding
Company, LLC
	 	 	65	%








 




			
	8	 	This is a cooperative with excluded liability.
	 
	9	 	These are ordinary shares.




 









 










Item B. Pledged Interests




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	 	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	Pledged Interests Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	Hidden Springs
Sewer Company,
LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Developers of
Hidden Springs,
LLC
	 	 	100	%
	DOA Properties I,
LLC

	 	Limited
Liability
Company
	 	 	100	%	 	DOA Holding
Properties, LLC
	 	 	100	%
	DOA Properties II,
LLC

	 	Limited
Liability
Company
	 	 	100	%	 	DOA Holding
Properties, LLC
	 	 	100	%
	DOA Properties III
(Models), LLC

	 	Limited
Liability
Company
	 	 	100	%	 	DOA Holding
Properties, LLC
	 	 	100	%
	DOA Properties IIIB
(KB Models), LLC

	 	Limited
Liability
Company
	 	 	100	%	 	DOA Holding
Properties, LLC
	 	 	100	%
	DOA Properties IV,
LLC

	 	Limited
Liability
Company
	 	 	100	%	 	DOA Holding
Properties, LLC
	 	 	100	%
	DOA Properties V
(Lots-CA), LLC

	 	Limited
Liability
Company
	 	 	100	%	 	DOA Holding
Properties, LLC
	 	 	100	%
	DOA Properties VII
(Lots-NV), LLC

	 	Limited
Liability
Company
	 	 	100	%	 	DOA Holding
Properties, LLC
	 	 	100	%
	DOA Properties IX
(Lots-Other), LLC

	 	Limited
Liability
Company
	 	 	100	%	 	DOA Holding
Properties, LLC
	 	 	100	%
	CAP RE of Vermont,
LLC

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC
Mortgage, LLC
	 	 	100	%
	Ditech, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC
Mortgage, LLC
	 	 	100	%
	Executive Closing
Services, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC
Mortgage, LLC
	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
		 	Type of	 	Interest Owned	 	 	 	% of Interests of
	Pledged
Interests Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	Executive Trustee
Services, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC
Mortgage, LLC
	 	 	100	%
	GMAC Mortgage,
LLC of TN

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC
Mortgage, LLC
	 	 	100	%
	GMACR Mortgage
Products, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC
Mortgage, LLC
	 	 	100	%
	GMV Management
Services, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC
Mortgage, LLC
	 	 	100	%
	Horsham Funding,
LLC

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC
Mortgage, LLC
	 	 	100	%
	MINT I VFN
Holdings, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC
Mortgage, LLC
	 	 	100	%
	MINT I, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC
Mortgage, LLC
	 	 	100	%
	Passive Asset
Transactions, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC
Mortgage, LLC
	 	 	100	%
	Residential
Consumer Services,
LLC

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC
Mortgage, LLC
	 	 	100	%
	Residential Mortgage
Real Estate Holdings,
LLC

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC
Mortgage, LLC
	 	 	100	%
	Walnut Grove
Funding, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC
Mortgage, LLC
	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	 	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	Pledged Interests Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	CHM Holdings, LLC

	 	Class B
Junior
Preferred
Units
	 	 	100	%	 	GMAC Model
Home Finance I,
LLC
	 	 	100	%
	GMAC Home
Services, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC
Residential
Holding
Company, LLC
	 	 	100	%
	GMAC Mortgage,
LLC

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC
Residential
Holding
Company, LLC
	 	 	100	%
	GMACB Service
Company, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC
Residential
Holding
Company, LLC
	 	 	100	%
	GMACRH
Settlement Services,
LLC

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC
Residential
Holding
Company, LLC
	 	 	100	%
	Residential Funding
Company, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	GMAC-RFC
Holding
Company, LLC
	 	 	100	%
	HFN REO Sub II,
LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Homecomings
Financial, LLC
	 	 	100	%
	Homecomings
Financial Real Estate
Holdings, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Homecomings
Financial, LLC
	 	 	100	%
	GMAC Residential
Holding Company,
LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Capital, LLC
	 	 	100	%
	GMAC-RFC
Holding Company,
LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Capital, LLC
	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	 	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	Pledged Interests Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	IB Finance Holding
Company, LLC

	 	Limited
Liability
Company
	 	 	49	%	 	Residential
Capital, LLC
	 	 	100	%
	Asset Lending
Company II, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	Asset Management
Performance
Services, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	Developers of
Hidden Springs, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	DOA Holding
Properties, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	EPRE LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	Equity Investment I,
LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	Equity Investment
III, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	GMAC Model Home
Finance, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	GMAC Model Home
Finance I, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	Homecomings
Financial, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	MFC Asset, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	 	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	Pledged Interests Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	MINT II Holdings
LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	MINT II, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	REG-PFH, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	Residential Asset
Management
Company LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	Residential Funding
Mortgage Exchange,
LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	Residential Funding
Real Estate Holdings,
LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	Residential Funding
Securities, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	RFC Advance
Depositor, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	RFC Asset Holdings
II, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	RFC Asset
Management, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	RFC Construction
Funding, LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%
	RFC — GSAP
Servicer Advance,
LLC

	 	Limited
Liability
Company
	 	 	100	%	 	Residential
Funding
Company, LLC
	 	 	100	%






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	 	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	Pledged Interests Issuer	 	Interest	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	GMAC RFC
International
Holdings Cooperatief
U.A.

	 	Membership
Interests
	 	 	100	%	 	Residential
Funding
Company, LLC
(99%); GMAC-
RFC Holding
Company, LLC
(0.01%)
	 	 	65	%
	Marbella Lakes
Associates, LLC
(f/k/a DOA
Properties VIII
(Marbella Lakes),
LLC)

	 	Limited
Liability
Company
	 	 	66.67	%	 	Equity
Investment IV,
LLC
	 	 	100	%
	GMAC RFC Brasil
Ltda.

	 	Limited
Liability
Partnership
	 	 	99.99	%	 	Residential
Funding
Company, LLC
	 	 	65	%
	GMAC-RFC Chile
Inversiones Limitada

	 	Limited
Liability
Partnership
	 	 	99.99	%	 	Residential
Funding
Company, LLC
	 	 	65	%






Item C. UK Pledged Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total Number of	 	Shares Certificate	 	 	 	% of Shares
	Pledged Share Issuer	 	Shares Issued	 	Number	 	Beneficial Owner	 	Pledged
	GMAC-RFC
Holdings Limited

	 	 	188,117,940	 	 	 	1	 	 	Residential Funding
Company, LLC
	 	 	65	%
	GMAC-RFC
Europe Limited

	 	 	100	 	 	 	1	 	 	Residential Funding
Company, LLC
	 	 	65	%
	RFC Investments
Limited

	 	 	5,000,000	 	 	 	1	 	 	Residential Funding
Company, LLC
	 	 	65	%






Item D. Pledged Notes




	 	 	 	 	 
	Pledged Note Issuer	 	Pledged Note	 	Pledged Note Holder
	GX CE Funding B.V.

	 	Note (Note Certificate No. 1)
dated 4 June 2008 and due 3 June
	 	Residential Capital, LLC






 









 






	 	 	 	 	 
	Pledged Note Issuer	 	Pledged Note	 	Pledged Note Holder
	 

	 	2009 issued under the Variable
Funding Loan Note Agreement
dated 4 June 2008	 	 
	Viaduct (No. 7) Limited

	 	Note dated 4 June 2008 and due
18 June 2008 issued under the
Note Issuance Facility Deed
dated on or about 2 June 2008
	 	Residential Capital, LLC






 









 






ATTACHMENT II

TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY




Form of Joinder Agreement




This JOINDER AGREEMENT, dated as of                      ___, 20___, is delivered pursuant to Section 15 of the
First Priority Pledge and Security Agreement and Irrevocable Proxy, dated as of                      ___, 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, and Wells Fargo Bank,
N.A., as First Priority Collateral Agent (as amended, supplemented, restated or otherwise modified
from time to time, the “Pledge and Security Agreement”). Capitalized terms used herein
without definition are used as defined in the Pledge and Security Agreement.



By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 15 of
the Pledge and Security Agreement, hereby becomes a party to the Pledge and Security Agreement 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 Senior Secured
Collateral Agent for the benefit of the Lender Parties, and grants to the Senior Secured 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 undersigned 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 undersigned 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 Pledge and Security 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 the Pledge and Security Agreement. By acknowledging and
agreeing to this Joinder Agreement, the undersigned hereby agrees that this Joinder Agreement may
be attached to the 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 Pledge and
Security Agreement and shall secure all Obligations.



The undersigned hereby represents and warrants that each of the representations and warranties
contained in Section 6 of the 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 has caused this Joinder Agreement to be duly executed and
delivered as of the date first above written.



	 	 	 	 	 	 	 
	 	 	[ADDITIONAL GRANTOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






ACKNOWLEDGED AND AGREED

as of the date first above written:




GMAC, LLC


as Lender Agent




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

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

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	WELLS FARGO BANK, N.A.,	 	 
	as Collateral Control Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	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
Grantor(s) executing this Joinder Agreement shall mean with respect to each such Grantor:



All of 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:



The Grantors 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.



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



 









 





ANNEX B

TO JOINDER AGREEMENT




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






 




			
	i	 	Notes printed in black and white with original signature.