EX-10.8






Exhibit 10.8




EXECUTION VERSION




SECOND AMENDMENT AGREEMENT




Dated as of August 14, 2008




by and among




RESIDENTIAL FUNDING COMPANY, LLC,

as Borrower,




GMAC MORTGAGE, LLC,

as Borrower,




RESIDENTIAL CAPITAL, LLC AND CERTAIN OTHER

AFFILIATES OF THE BORROWERS PARTY HERETO,

as Guarantors or Obligors,




and




GMAC LLC,




as Initial Lender and as Lender Agent




 









 





     This SECOND 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”, and together with RFC, each a “Borrower” and collectively, the
“Borrowers”), Residential Capital, LLC and the other Affiliates of the Borrowers party
hereto as Guarantors (each, a “Guarantor”), the Affiliates of the Borrower party hereto as
Obligors (each, an “Obligor”) and GMAC LLC, a Delaware limited liability company, in its
capacity as Initial Lender and as agent for the Lenders (in such capacity, the “Lender
Agent”).



     Reference is hereby made to the Loan Agreement dated as of June 4, 2008 among the Borrowers,
the Guarantors, the Initial Lender, the Lender Agent, the various other parties signatory thereto
as obligors and Wells Fargo Bank, N.A (as amended and modified by the deletion and joinder of
parties prior to the date hereof and as amended through July 29, 2008, the “Loan
Agreement”).



RECITALS




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



     2. The parties hereto desire to make certain amendments to the Loan Agreement to reflect,
among other things, the entry of certain parties to the Loan Agreement into certain swap
transactions.



     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 premises 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 Loan Agreement.



ARTICLE II

AMENDMENTS TO THE AFFECTED DOCUMENTS




     SECTION 2.1 Amendments to the Loan Agreement. Each of the parties hereto hereby
consents and agrees that the Loan Agreement shall be amended as of the Amendment Effective Date as
follows: .




     (a) Section 2.03(a) of the Loan Agreement is hereby amended by:



               (i) replacing the phrase “or one Business Day prior to any subsequent Funding Date (in the
case of any subsequent Revolving Loans)” with the phrase “, on the



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requested Funding Date (in the case of MTM Revolving Loans) or one Business Day prior to the
requested Funding Date (in the case of any subsequent Revolving Loans which are not MTM Revolving
Loans)”;



               (ii) replacing the phrase “in an aggregate minimum amount of $25,000,000” with the phrase “in
an aggregate minimum amount (unless it is a MTM Revolving Loan) of $25,000,000”;



               (iii) replacing the phrase “the aggregate amount of Revolving Loans requested for Funding
Dates in any period of ten (10) consecutive Business Days” with the phrase “the aggregate amount of
Revolving Loans (other than MTM Revolving Loans) requested for Funding Dates in any period of ten
(10) consecutive Business Days”;



               (iv) Replacing the “and” immediately prior to “(iii)” and replacing it with a comma; and



               (v) adding the new clause “and (iv) to the extent of any Prepayment Amounts which have been
prepaid and not reborrowed, the proceeds of any Revolving Loans must be immediately applied to
purchase or otherwise fund Reinvestment Collateral designated as new Primary Collateral and/or
designated as Retained Proceeds by the Borrowers”.




     (b) Section 2.03(c) of the Loan Agreement is hereby amended and restated to
read as follows:




“With respect to any Funding Date which is not a Monthly Settlement Date and as a
condition to the advance of any Revolving Loans relating to such Funding Date, the
Borrowers shall deliver, on the Business Day prior to such Funding Date to the
Lender Agent an Interim Borrowing Base Report including the Adjusted Borrowing Base
as of the Interim Reporting Date specified in such Interim Borrowing Base Report.”




     (c) Section 2.04(e) of the Loan Agreement is hereby amended by replacing the
phrase “the Borrowing Base” with the phrase “the Borrowing Base or Adjusted Borrowing Base
(as applicable)”.




     (d) Section 2.04(f) of the Loan Agreement is hereby amended and restated to
read as follows:




“The Borrowers shall deliver Interim Borrowing Base Reports as required pursuant to
Section 2.03(c) and, for the purpose of preparing each such Interim
Borrowing Base Report, the Borrowers shall calculate the Adjusted Borrowing Base as
of the applicable Interim Reporting Date. On or following each Funding Date, the
Borrowers shall calculate the Adjusted Borrowing Base as of such Funding Date and
notify the Lender Agent of the results of such calculation. The Borrowers shall
notify the Lender Agent if at any time they determine that on any day the
Outstanding Aggregate Loan Amount as of such day exceeded the Adjusted Borrowing
Base as of such day.”




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     (e) The first two sentences of Section 2.05 of the Loan Agreement are hereby
deleted and replaced with the following:




“Interest shall accrue on each Revolving Loan and Term Loan prior to its maturity
for each day during the related Interest Period at a rate equal to (a) the sum of
(x) the applicable LIBOR Rate for such Interest Period and (y) the Applicable
Margin, divided by (b) 360 days. Interest shall accrue on the Loans after their
maturity (whether by acceleration or otherwise) and on any other amount not paid
when due under the Facility Documents (including without limitation any prepayment
due under Section 2.08(b)) for each day during a related Interest Period at
a rate equal to (a) the Default Rate, divided by (b) 360 days. Interest shall be
payable (i) in arrears with respect to each Interest Period through the final day of
each Interest Period (regardless of whether such day is a Business Day), such amount
to be payable on the first Business Day following the end of such Interest Period,
(ii) on the applicable Loan Repayment Date, (iii) with respect to interest accrued
and unpaid with respect to any outstanding principal on the Loans which is repaid or
prepaid, on the dates specified in clauses (i) and (ii) above, on the
10th Business Day of each calendar month and, if the aggregate accrued
and unpaid interest with respect to such repaid or prepaid principal equals or
exceeds $250,000 after giving effect to any repayment or prepayment, the date of
such payment or prepayment, or (iv) on that portion of Loans the maturity of which
is accelerated pursuant to Section 8.02, immediately upon such
acceleration.”




     (f) Section 2.08(b) of the Loan Agreement is hereby amended and restated to
read as follows:




     ”(b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the
Outstanding Aggregate Loan Amount on such day exceeds the Adjusted Borrowing Base on
such day by an amount equal to or greater than $250,000 (such circumstance, a
“Borrowing Base Deficiency”), the Borrowers shall, within one (1) Business
Day after the Borrowing Base Shortfall Day, jointly and severally repay outstanding
Loans in an amount equal to the amount of the Borrowing Base Deficiency;
provided, however, that to the extent a Borrowing Base Deficiency
results from a write-off of the Collateral Value of any Primary Collateral in
accordance with ResCap’s standard valuation practices applied to its assets as a
whole as then in effect (such valuation practices to be consistent with the
methodology used in the preparation of ResCap’s GAAP financial statements), the
obligation of the Borrowers to repay outstanding Loans pursuant to this sentence
will be reduced by the Collateral Value of any Eligible Assets not otherwise
constituting Primary Collateral which the Borrower designates as Primary Collateral
on the applicable Borrowing Base Shortfall Day by written notice to the Lender Agent
or in the related Repayment Notice (any such collateral, “Substitute
Collateral”). The Borrowers shall deliver a Repayment Notice with respect to
each repayment of outstanding Loan amounts and/or designation of Substitute
Collateral made pursuant to this paragraph by 1:00 p.m. (New York time) on the day
such repayment is due.




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     The parties shall cause the Valuation Agent (i) at approximately 3:00 p.m. New
York City time on each Valuation Date, to calculate the MTM Amount and the Hedge
Support Requirement, and (ii) to report to the Initial Lender, ResCap, the Lender
Agent and the ResCap Counterparty such MTM Amount and the Hedge Support Requirement
no later than 6:00 p.m. New York City time on such Valuation Date. If, on any
Valuation Date (which is not a Funding Date or a Borrowing Base Shortfall Day) the
MTM Amount is equal to or greater than the Minimum Adjustment Amount, the Borrowers
shall, within one (1) Business Day after such Valuation Date, jointly and severally
repay outstanding Loans in an amount equal to the amount of the MTM Amount as of
such Valuation Date.”




     (g) The first sentence of Section 2.10(b) of the Loan Agreement is hereby
amended by deleting clause (i) of the proviso thereto and substituting the following:




     “(i) immediately after giving effect to such reduction, the Aggregate
Commitment Amount as so reduced shall not be lower than the sum of the Outstanding
Aggregate Loan Amount plus the Hedge Support Requirement.”




     (h) Section 4.02(a) of the Loan Agreement is hereby amended by replacing the
phase “Collateral Dispositions of Primary Collateral” with the phrase “Collateral
Dispositions”.




     (i) Section 4.03 of the Loan Agreement is hereby amended by replacing the
phrase “material bank and securities accounts” with the phrase “material U.S. located bank
and securities accounts”.




     (j) Section 7.01(n) of the Loan Agreement is hereby amended by replacing the
phrase “Collateral Dispositions of Primary Collateral” with the phrase “Collateral
Dispositions” each time it occurs therein.




     (k) Section 7.02(e) of the Loan Agreement is amended and restated to read as
follows:




“ResCap shall not, and shall not permit the ResCap Counterparty to, (i) reduce the
notional amount of any Hedge Transaction, (ii) terminate in whole or in part any
Hedge Transaction, or (iii) otherwise modify any Hedge Transaction without the prior
written consent of the Initial Lender unless (A) following the closing date for such
Hedge Transaction, there has been a reduction in the aggregate outstanding balance
of the exposure intended to be hedged by such Hedge Transaction in an amount at
least equal to the Minimum Notional Reduction, and (B) such modification to the
Hedge Transaction effects a reduction in the notional amount of the applicable Hedge
Transaction which is approximately proportionate to the aggregate reduction in the
exposure intended to be hedged by such Hedge Transactions since the closing date of
such Hedge Transaction.”




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     SECTION 2.2 Amendments to Definitions.




     (a) The definition of “Adjusted Borrowing Base” in Schedule 1.01 to the
Loan Agreement is hereby amended in its entirety to read as follows:




     “Adjusted Borrowing Base” means, as of any date of determination, the
sum of:




          (a) the aggregate Collateral Value (as adjusted by any European Collateral
Value Adjustment) of all Primary Collateral determined in accordance with
Section 2.04 as of the Cut-Off Date which is the subject of the then most
recently delivered Collateral Value Report (as adjusted for any European Collateral
Value Adjustments in effect on such date of determination), plus




          (b) the aggregate Fair Value of Eligible Assets that (i) were purchased or
acquired since the applicable Cut-Off Date, (ii) were designated as Primary
Collateral since the applicable Cut-Off Date, and (iii) are held by a Borrower or
Guarantor as of such date, plus




          (c) the aggregate amount of funds on deposit in the Sales Proceeds Accounts as
of such date, minus




          (d) the Hedge Support Requirement in effect as of such date, minus




          (e) the aggregate amount of Net Cash Proceeds of Collateral Dispositions
received since the applicable Cut-Off Date, minus




          (f) if such Funding Date occurs after the Account Transfer Date, the aggregate
amount of Collections since the applicable Cut-Off Date in respect of Primary
Collateral, minus




          (g) any Reserves applicable on such date.”




     (b) The definition of “Available Amount” in Schedule 1.01 to the Loan
Agreement is hereby amended in its entirety to read as follows:




     “Available Amount” means, on any Business Day, an amount equal to the
lesser of (a) the then current Aggregate Commitment Amount minus the Hedge
Support Requirement and (b) the then current Adjusted Borrowing Base.”




     (c) The definition of “Borrowing Base” in Schedule 1.01 to the Loan
Agreement is hereby amended in its entirety to read as follows:




     “Borrowing Base” means, as of any date of determination, an amount
determined as of the Cut-Off Date and reported in the related Collateral Value
Report to be equal to the lesser of (a) the Hedge Adjusted Available Amount and (b)
the sum of (i) the aggregate Collateral Value (as adjusted by any European
Collateral Value Adjustment) of all Primary Collateral as of the Cut-Off Date as




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determined in accordance with Section 2.04, plus (ii) the
amount of funds on deposit in the Sales Proceeds Accounts on such Cut-Off Date
minus (iii) (for any determination after the initial determination of the
Borrowing Base) any Reserves applicable on such date and minus (iv) the
Hedge Support Requirement in effect on such Cut-Off Date.”




     (d) The definition of “Facility Documents” in Schedule 1.01 to the Loan
Agreement is hereby amended by adding the phrase “the Hedge Documents,” immediately prior to
the phrase “the Fee Letter”.




     (e) The definition of “Interim Borrowing Base Report” in Schedule 1.01
to the Loan Agreement is hereby amended in its entirety to read as follows:




     “Interim Borrowing Base Report” means a report, substantially in the
form of Exhibit 2.03(b), specifying the applicable Interim Reporting Date and
containing (i) a statement of (a) all Net Cash Proceeds received from Collateral
Dispositions, (b) all Eligible Assets acquired with Net Cash Proceeds of Collateral
Dispositions, and (c) after the Account Transfer Date, all Collections received in
respect of Primary Collateral, in each case since the Cut-Off Date that is the
subject of the then most recently delivered Collateral Value Report through the
Interim Reporting Date and (ii) a statement of the Adjusted Borrowing Base as of the
Interim Reporting Date.




     (f) The definition of “Lender Parties” in Schedule 1.01 to the Loan
Agreement is hereby amended by adding the phrase “, the Initial Lender (as counterparty
under the Hedge Documents)” immediately after the phrase “the Lenders”.




     (g) The definition of “Reinvestment Collateral” in Schedule 1.01 to the
Loan Agreement is hereby amended by replacing the phrase “on each Monthly Settlement Date”
with the phrase “in connection with each Monthly Settlement Date”.



     SECTION 2.3 Schedule 1.01 to the Loan Agreement is hereby amending by adding the
following new definitions in the appropriate alphabetical location therein:




     “Base Currency” means Dollars unless otherwise specified in a
Confirmation.




     “Confirmation” means written confirmation of the specific terms of a
Hedge Transaction executed by the ResCap Counterparty and the Initial Lender.




     “Equivalent” means, with respect to an amount on a Valuation Date, in
the case of an amount denominated in the Base Currency, such Base Currency amount
and, in the case of an amount denominated in a currency other than the Base Currency
(the “Other Currency”), the amount of Base Currency required to purchase
such amount of the Other Currency at the spot exchange rate determined by the Hedge
Valuation Agent for value on such Valuation Date.





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     “Hedge Adjusted Available Amount” means, on any Business Day, an amount
equal to the then current Aggregate Commitment Amount minus the Hedge
Support Requirement.




     “Hedge Documents” shall mean (i) the Primary Hedge Documents as
supplemented by the Confirmations; and (ii) the Hedge Security Agreement.




     “Hedge Exposure” means, on a Valuation Date, the amount, if any, that
would be payable to the Initial Lender by the ResCap Counterparty (expressed as a
positive number) or by the Initial Lender to the ResCap Counterparty (expressed as a
negative number) pursuant to the Hedge Documents if all Hedge Transactions were
being terminated as of the relevant Valuation Date, on the basis that (i) the
Initial Lender is not the Affected Party (as defined in the Hedge Documents) and
(ii) the Termination Currency (as defined in the Hedge Documents) is Dollars;
provided that Market Quotations will be determined by the Hedge Valuation Agent
using the applicable forward rate of exchange for the applicable currencies
appearing on the “FRD” Bloomberg page as of 3pm New York time on such Valuation Date
(or on any successor or substitute page of such service, or any successor to or
substitute for such service, providing rate quotations comparable to those currently
provided by such service); provided further that if no such page or service is
available for any reason the ResCap Counterparty, the Initial Lender and the Hedge
Valuation Agent shall mutually agree in good faith to an alternative method of
objectively determining the applicable forward rate of exchange to calculate Market
Quotation and, if no such alternative can be agreed, the Hedge Valuation Agent shall
use its estimates of the applicable mid-market forward rates of exchange, in each
case for the amounts that would be paid for Replacement Hedge Transactions (as that
term is defined in the definition of “Market Quotation”).




     “Hedge Exposure Decrease” for any Valuation Date will equal the amount
by which (i) the Hedge Support Requirement in effect on the immediately prior
Business Day exceeds (ii) the Hedge Support Requirement on such Valuation Date.




     “Hedge Exposure Increase” for any Valuation Date will equal the amount
by which (i) the Hedge Support Requirement on such day exceeds (ii) the Hedge
Support Requirement in effect on the immediately prior Business Day.




     “Hedge Security Agreement” means the Security and Pledge Agreement
dated as of August 14, 2008 among the Obligors and the Initial Lender, as amended or
modified from time to time.




     “Hedge Settlement Amount” means (i) a payment due to the Initial Lender
at the maturity of a Hedge Transaction, and (ii) a payment due to the Initial Lender
upon the early termination of a Hedge Transaction pursuant to Section 6(e)
of the Primary Hedge Documents.




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     “Hedge Support Requirement” means, on a Valuation Date, the sum of (a)
the Independent Amount, plus (b) if positive, the Hedge Exposure.




     “Hedge Transaction” means one or more hedge transactions subject to,
and governed by, the Hedge Documents between the ResCap Counterparty and the Initial
Lender and consented to in writing by the Lender Agent and the other Lenders.




     “Hedge Valuation Agent” means GMAC Investment Management LLC, a
Delaware limited liability company.




     “Independent Amount” means the sum of (i) 5% of the notional amount of
the Hedge Transactions plus (ii) any additional amount determined by agreement of
the Lender Agent, the Initial Lender and the ResCap Counterparty in connection with
the execution of a Hedge Transaction.




     “Interim Reporting Date” means, with respect to any Funding Date, a
date no more than three Business Days prior to such Funding Date.




     “Market Quotation” has the meaning set forth in the Hedge Documents.




     “Minimum Adjustment Amount” means $5,000,000.




     “Minimum Notional Reduction” means (i) with respect to the Hedge
Transaction executed as of August 14, 2008, 25,000,000 Euro, and (ii) with respect
to any other Hedge Transaction, the amount agreed in writing by the Lender Agent,
the Initial Lender and the ResCap Counterparty concurrently with the execution of
such Hedge Transaction.




     “MTM Amount” means, with respect to a Valuation Date, the sum of the
aggregate of all Hedge Exposure Increases that have occurred since the last MTM
Reset Date, minus the aggregate of all Hedge Exposure Decreases that have
occurred since the last MTM Reset Date and plus the aggregate of all MTM
Revolving Loans made since the last MTM Reset Date; provided that the MTM Amount
shall not be less than zero.




     “MTM Reset Date” means each date on which the Borrowers repay
outstanding Loans in connection with a Hedge Exposure Increase pursuant to the
second paragraph of Section 2.08(b).




     “MTM Revolving Loan” means a Revolving Loan in an amount equal to or
less than the aggregate amount of repayments made by the Borrowers in connection
with Hedge Exposure Increases pursuant to the second paragraph of Section
2.08(b) since the last Cut-Off Date or Funding Date.




     “Primary Hedge Documents” means the ISDA master agreement and related
schedule in the form set forth in Exhibit A hereto and entered into between





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the ResCap Counterparty and the Initial Lender, as such documents are amended or
modified from time to time.




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




     “Valuation Date” means each Business Day.



     SECTION 2.4 Amendment to Conditions Precedent. Schedule 5.02 of the Loan
Agreement is hereby amended by inserting a new clause (j) as set forth below:




“(j) to the extent of any Prepayment Amounts which have been prepaid and not
reborrowed, the proceeds of such Revolving Loan are immediately applied to purchase
or otherwise fund Reinvestment Collateral designated as new Primary Collateral
and/or designated as Retained Proceeds by the Borrowers.”



     SECTION 2.5Amendment to Interim Borrowing Base Report. Exhibit 2.03(b) to
the Loan Agreement is hereby replaced with Exhibit B attached to this Agreement.



     SECTION 2.6 Amendment to Collateral Value Report. Exhibit 2.04(a) to the
Loan Agreement is hereby replaced with Exhibit C attached to this Agreement; it being understood
that such form incorporates a Collateral Value Certificate and a Reinvestment Certificate.



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 Lender Agent
shall have, in form and substance satisfactory to them, received the following:




     (a) Agreements. An original counterpart (or counterparts) of this Agreement,
the Primary Hedge Documents and the Hedge Security Agreement executed by the parties hereto
or other evidence satisfactory to the Lender Agent of the execution, delivery and
effectiveness of this Agreement.




     (b) Security Agreement Amendment. An original counterpart (or counterparts) of
the amendment to the Security Agreement in the form of Exhibit D, executed by the
parties thereto or other evidence satisfactory to the Lender Agent of the execution,
delivery and effectiveness thereof.




     (c) 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.





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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 Loan Agreement or the Facility
Documents with respect to the execution of this Agreement.



     SECTION 4.2 Confirmation of the Facility Documents. The Borrowers, the Guarantors
and the Obligors each hereby acknowledge and agree that, except as herein expressly amended, the
Loan Agreement and each other Facility Document are each ratified and confirmed in all respects and
shall remain in full force and effect in accordance with their 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 of the Amendment
Effective Date, each reference in the Loan Agreement to “this Agreement” shall mean the Loan
Agreement as amended by this Agreement, and as hereinafter amended or restated.



     SECTION 4.3 Consent to Hedge Transactions. The Lenders and the Lender Agent hereby
consent to the execution of a Hedge Transaction between the Initial Lender and the ResCap
Counterparty on or around August 14, 2008 on the terms set forth in Exhibit A.



     SECTION 4.4 Amendment Fee. In consideration of the Initial Lender’s execution and
delivery of this Agreement, the Borrowers agree to pay to the Lender Agent, for the account of the
Initial Lender, a fee of $1,056,000 on the effective date of this Agreement. Such fee, upon
payment, shall be fully earned and non-refundable.



     SECTION 4.5 Obligations. For the avoidance of doubt, the parties hereto acknowledge
and agree that the obligations of the ResCap Counterparty under the Hedge Documents shall
constitute “Obligations” under the Loan Agreement, including Article XI thereof.



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




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




     (b) No Default has occurred and is continuing.



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





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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 Loan 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 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



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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.



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     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 Borrower

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	GMAC MORTGAGE, LLC,

as Borrower

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GMAC LLC,

as Lender Agent and as Initial Lender

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



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	 	Acknowledged and Agreed:


RESIDENTIAL CAPITAL, LLC,

as Guarantor

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

LLC, as Guarantor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	GMAC-RFC HOLDING COMPANY, LLC,


as Guarantor

 	 
	 	By:  	                     /s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	HOMECOMINGS FINANCIAL, LLC,

as Guarantor

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



15









 






	 	 	 	 	 



	 	 	 	 	 
	 	Acknowledged and Agreed:





RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC, as
Obligor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	RESIDENTIAL FUNDING REAL ESTATE 

HOLDINGS, LLC, as
Obligor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC, as
Obligor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	EQUITY INVESTMENT I, LLC,


as Obligor

 	 
	 	By:  	/s/ Donald McConnell
 	 
	 	 	Name:  	Donald McConnell 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	DEVELOPERS OF HIDDEN SPRINGS, LLC,


as Obligor

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



16









 






	 	 	 	 	 



	 	 	 	 	 
	 	DOA HOLDING PROPERTIES, LLC,


as Obligor

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

RFC ASSET HOLDINGS II, LLC,


as Obligor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	PASSIVE ASSET TRANSACTIONS, LLC,


as Obligor

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	GMAC MODEL HOME FINANCE I, LLC


as Obligor

 	 
	 	By:  	/s/ Donald McConnell
 	 
	 	 	Name:  	Donald McConnell 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	GMAC HOME SERVICES, LLC


as Obligor

 	 
	 	By:  	                     /s/ James N. Young
 	 
	 	 	Name:  	James N. Young 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	EQUITY INVESTMENT IV, LLC


as Obligor

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



17









 






	 	 	 	 	 



Exhibit A to Amendment




FORM OF HEDGE DOCUMENTS




18









 








SCHEDULE

to the

Master Agreement




dated as of August 14, 2008




between GMAC LLC and RESIDENTIAL CAPITAL, LLC

(“Party A”)          (“Party B”)



All capitalized terms used herein and not otherwise defined shall have the meaning assigned to such
terms in the Loan Agreement, dated as of June 4, 2008, among Residential Funding Company, LLC, GMAC
Mortgage, LLC (collectively, “Borrowers”), Residential Capital, LLC, and certain other Affiliates
of the Borrowers party thereto as Guarantors, certain Affiliates of the Borrowers and the
Guarantors party thereto as Obligors, GMAC LLC, as Initial Lender and as Lender Agent and certain
other financial institutions and persons from time to time party thereto as Lenders, (as amended
from time to time, the “Loan Agreement”).




Part 1. Termination Provisions.





	(a)	 	“Specified Entity” means in relation to Party A for the purpose of:





          Section 5(a)(v), Not applicable




          Section 5(a)(vi), Not applicable




          Section 5(a)(vii), Not applicable




          Section 5(b)(v), Not applicable




     and in relation to Party B for the purpose of:



          Section 5(a)(v), Borrowers and Obligors




          Section 5(a)(vi), Borrowers, Subsidiaries and Obligors




          Section 5(a)(vii), Borrowers and Obligors




          Section 5(b)(v), Not applicable





	(b)	 	“Specified Transaction” will have the meaning specified in Section 14 of this Agreement.






	(c)	 	The “Cross-Default” provisions of Section 5(a)(vi) will apply to Party A and will apply to
Party B provided that the following language shall be added to the end thereof:
“Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an
Event of Default if (i) the default was caused solely by error or omission of an
administrative or operational nature; (ii) funds were available to enable the party to make
the payment when due; and (iii) the payment is made within three Local Business Days of such
party’s receipt of written notice of its failure to pay.”.
	 
	 	 	“Specified Indebtedness” will have the meaning specified in Section 14 of this Agreement.




19









 












	 	 	“Threshold Amount” means with respect to Party A or its Credit Support Provider, 3% of
stockholders’ equity (determined in accordance with United States generally accepted
accounting principles, consistently applied) and, with respect to Party B, US$25,000,000.00;
provided, however, with respect to a default under the Loan Agreement, Party B’s Threshold
Amount shall be zero.
	 
	(d)	 	The “Credit Event Upon Merger” provisions of Section 5(b)(v) will not apply to Party A and
will not apply to Party B.
	 
	(e)	 	The “Automatic Early Termination” provision of Section 6(a) will not apply to Party A and
will not apply to Party B.
	 
	(f)	 	Payment on Early Termination. Market Quotation and Second Method; provided, however, with
respect to an Early Termination Date in which Party B is the Defaulting Party or Affected
Party or a Partial Termination Date (as defined in Part 1(h)(iv) below), if Party A, in its
sole discretion, enters into a replacement transaction with a Reference Market-maker to
replace a Terminated Transaction or partially terminated Transaction, the quotation provided
by such Reference Market-maker and accepted by Party A shall be deemed to be the Market
Quotation for such Terminated Transaction or partially terminated Transaction, as applicable.
	 
	(g)	 	“Termination Currency” means with respect to payments made by Party A: U.S. Dollars and with
respect payments made by Party B: Euros.
	 
	(h)	 	The “Additional Termination Event” provisions of Section 5(b)(v) will apply. The following
shall be Additional Termination Event with respect to Party B as the sole Affected Party:






	 	(i)	 	The Loan Agreement ceases to be in full force and effect (including in
accordance with its terms).
	 
	 	(ii)	 	Party B, any Borrower or Obligor disaffirms, disclaims, repudiates or
rejects, in whole or in part, any Credit Support Document or Party B’s obligations to
Party A under this Agreement cease to be secured under any Credit Support Document.
	 
	 	(iii)	 	Any Credit Support Document with respect to Party B is amended, modified,
supplemented, restated, or any provision of such document is waived which may have a
material adverse effect on the rights of Party A hereunder or the ability of Party A
to enforce its rights hereunder or under any Credit Support Document without the prior
written consent of Party A; provided, however, that this Additional Termination Event
shall not be applicable if GMAC LLC has consented to such amended, modified,
supplemented, restated, or waiver in its capacity as Lender or Lender Agent under the
Loan Agreement.
	 
	 	(iv)	 	Partial Termination. If there is a material reduction in the aggregate
outstanding balance of the exposure under the Loan Agreement intended to be hedged
hereunder (as determined by the Calculation Agent in good faith), Party B may, subject
to Section 7.02(e) of the Loan Agreement, request a reduction in the notional amount
of a Transaction in an amount corresponding to such reduction in the aggregate
outstanding balance of such exposure by sending written notice to Party A designating
a Partial Termination Date which date shall be no earlier than three Business Days
after such written notice is received (the “Partial Termination Date”). Upon any such
termination or reduction of a Notional Amount (as defined in the relevant
Confirmation), a




20









 






	 	 	 	termination payment with respect to the portion of the notional amount terminated or
reduced shall become payable by Party A and Party B. The Market Quotation amount
will be calculated by Party A under Section 6(e) of this Agreement as though the
portion of the relevant Transaction were early terminated and as if Party A were the
party which is not the Affected Party for purposes of Section 6(e)(ii)(1) of this
Agreement, as modified in Part 1(f) above. Any such amount payable by Party A and
Party B shall be payable as of the Partial Termination Date. The partial
termination payment owed by Party A to Party B shall be an amount is US Dollars
equal to the sum of (i) (A) the amount of the reduction in the Notional Amount
multiplied by (B) the Partial Termination Ratio plus (ii) the Market Quotation
(expressed as a positive or negative, as determined by Party A). The partial
termination payment owed by Party B shall be an amount in Euros equal to the amount
of the reduction in the Notional Amount of the Transaction.
	 	 	 	“Partial Termination Ratio” means a fraction in which the numerator is the amount
expressed in US Dollars corresponding to the heading “Amount and currency payable by
Party A” in the relevant Confirmation and the denominator is the amount expressed in
Euros corresponding to the heading “Amount and currency payable by Party B” in such
Confirmation.





Part 2. Tax Representations.





	(a)	 	Payer Representations. For the purpose of Section 3(e) of this Agreement, each of Party A
and Party B makes the following representation:






	 	 	 	It is not required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of any Tax
from any payment (other than interest under Section 9(h) of this Agreement) to
be made by it to the other party under this Agreement. In making this
representation, it may rely on (i) the accuracy of any representations made by
the other party pursuant to Section 3(f) of this Agreement, (ii) the
satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this
Agreement and the accuracy and effectiveness of any document provided by the
other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii)
the satisfaction of the agreement of the other party contained in Section 4(d)
of this Agreement, except that it will not be a breach of this representation
where reliance is placed on clause (ii) above and the other party does not
deliver a form or document under Section 4(a)(iii) by reason of material
prejudice to its legal or commercial position.






	(b)	 	Payee Representations. For the purpose of Section 3(f) of this Agreement, Party A and Party
B make the following representations:






	 	(i)	 	It is a limited liability company established under the laws of the State of
Delaware and its U.S. taxpayer identification number is 

38-0572512.
	 
	 	(ii)	 	The following representations will apply to Party B:
	 
	 	 	 	It is a limited liability company established under the laws of the State of Delaware
and its U.S. taxpayer identification number is 

20-1770738.




Part 3. Agreement to Deliver Documents.




21









 








     For the purpose of Sections 4(a)(i) and 4(a)(ii) of this Agreement, each party agrees to deliver
the following documents, as applicable:



     (a) Tax forms, documents or certificates to be delivered are:



	 	 	 	 	 
	Party required to	 	 	 	 
	deliver document	 	Form/Document/Certificate	 	Date by which to be delivered
	Party A & B

	 	A correct, complete and
executed U.S. Internal
Revenue Service Form
W-9, or any successor
thereto.
	 	Upon request.






     (b) Other documents to be delivered are:



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Covered by
	Party required to	 	 	 	Date by which to be	 	Section 3(d)
	deliver document	 	Form/Document/Certificate	 	delivered	 	Representation
	Party A & B

	 	Certificate of authority
and specimen signatures
of individuals executing
this Agreement,
Confirmations (as
applicable)
	 	Upon request
	 	Yes
	 
	 	 	 	 	 	 
	Party A & B

	 	Certified copies of all
corporate or company
authorizations and any
other documents with
respect to the
execution, delivery and
performance of this
Agreement
	 	Upon request
	 	Yes
	 
	 	 	 	 	 	 
	Party B

	 	Credit Support Documents
specified in Part 4 of
the Schedule, such
Credit Support Document
being duly executed if
required.
	 	Upon request
	 	Yes
	 
	 	 	 	 	 	 
	Party B

	 	Each of the financial
statements, reports,
notices and other
documents required to be
delivered by Party B (or
on its behalf) pursuant
to Loan Agreement.
	 	At the time that
such documents are
required to be
delivered pursuant
to the Loan
Agreement; provided
that if such
documents are
delivered to the
Lender Agent on
behalf of the
Lenders, such
documents will be
deemed to be
delivered to Party
A under this
Agreement.
	 	No
	 
	 	 	 	 	 	 
	Party B

	 	Any proposed amendment,
supplement, waiver,
modification or
restatement to the Loan
Agreement or any
Security Document.
	 	Promptly upon
receipt of such
document, provided
that if such
documents are
delivered to the
Lender Agent on
behalf of the
	 	No






22









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Covered by
	Party required to	 	 	 	Date by which to be	 	Section 3(d)
	deliver document	 	Form/Document/Certificate	 	delivered	 	Representation
	 

	 	 	 	Lenders, such
documents will be
deemed to be
delivered to Party
A under this
Agreement.	 	 
	 
	 	 	 	 	 	 
	Party B

	 	Legal opinions in a form
satisfactory to Party A.
	 	Upon execution of
this Agreement.
	 	No






Part 4. Miscellaneous.





	(a)	 	Addresses for Notices. For the purpose of Section 12(a) of this Agreement:
	 
	 	 	Address for notices or communications to Party A:




GMAC LLC

200 Renaissance Center

Mail Code: 482-B12-C24

Detroit, MI 48265-2000

Attention: Swaps Administration Group

Facsimile No.: (313) 656-6275

Telephone No.: (313) 656-5518

Attention: Janice Barry

Telephone No.: 313-656-6280

Email: janice.barry@gmacfs.com



With a copy to:



Attention: Hector Teran

Telephone No.: 917-369-2345

Facsimile No.: 917-369-2416

Email: hector.teran@gmacfs.com



With a copy to:




	 	 	 	 	 
	 

	 	Address:
	 	GMAC LLC
	 

	 	 	 	767 Fifth Avenue
	 

	 	 	 	24th Floor
	 

	 	 	 	New York, New York 10153
	 
	 	 	 	 
	 

	 	Attention:
	 	Swap Group
	 
	 	 	 	 
	 

	 	Fax No.:
	 	(917) 369-2416






23









 







	 	 	Address for notices or communications to Party B:
	 
	 	 	Residential Capital, LLC
	 	 	Attention: John Malloy

Address: 1100 Virginia Drive

               Fort Washington, PA 19034

Telephone No.: (215) 682-3238

Facsimile No.: (215) 734-8866

E-mail: john.malloy@gmacrescap.com
	 
	 	 	With Copies to:
	 
	 	 	Attention: Mike Rowan

Telephone No.: (215) 734-5883

Facsimile No.: (215) 734-8880

E-mail: Mike.Rowan@gmacrescap.com
	 
	 	 	Attention: Melissa White

Telephone No.: (952) 857-6182

Facsimile No.: (866) 502-1250

E-mail: Melissa.white@gmacrfc.com
	 
	(b)	 	Process Agent. For the purpose of Section 13(c) of this Agreement:
	 
	 	 	Party A appoints as its Process Agent: not applicable
	 
	 	 	Party B appoints as its Process Agent: not applicable
	 
	(c)	 	Offices. The provisions of Section 10(a) will apply to this Agreement.
	 
	(d)	 	Multibranch Party. For the purpose of Section 10(b) of this Agreement:
	 
	 	 	Party A is not a Multibranch party.
	 
	 	 	Party B is not a Multibranch party.
	 
	(e)	 	Calculation Agent. The Calculation Agent is Party A.
	 
	(f)	 	Credit Support Document. Details of any Credit Support Document:
	 
	 	 	Party A: Not applicable
	 
	 	 	Party B: The Loan Agreement, the Security Agreement and the Hedge Pledge and Security
Agreement and Irrevocable Proxy, dated as of August 14, 2008 among Party A, as Hedge
Counterparty and as Hedge Collateral Agent and Party B and the other Borrowers, Grantors and
Obligors party thereto from time to time as grantors.
	 
	(g)	 	Credit Support Provider. Credit Support Provider means in relation to Party A, none
	 
	 	 	Credit Support Provider means in relation to Party B, the Obligors and Grantors.




24









 












	(h)	 	Governing Law. This Agreement will be governed by and construed in accordance with the laws
of the State of New York (without reference to choice of law doctrine other than Section
5-1401 of the New York General Obligations Law).
	 
	(i)	 	Netting of Payments. “Subparagraph (ii) of Section 2(c) of this Agreement will apply to all
Transactions. Section 2(c) of the Agreement shall not be applicable with respect to a partial
termination as set forth in Part 1(h)(iv) hereof. For the avoidance of doubt, there shall be
no netting of any payments between the parties on a Partial Termination Date.
	 
	(j)	 	“Affiliate” will have the meaning specified in Section 14 of this Agreement.





Part 5. Other Provisions.





	(a)	 	Additional Representations. For the purpose of Section 3 of this Agreement, the following
will constitute an Additional Representation:






(i) Relationship Between Parties. Each party will be deemed to represent to the other party
on the date on which it enters into a Transaction that (absent a written agreement between
the parties that expressly imposes affirmative obligations to the contrary for that


Transaction): ___




	 	(1)	 	Non-Reliance. It is acting for its own account, and it has made
its own independent decisions to enter into that Transaction and as to whether
that Transaction is appropriate or proper for it based upon its own judgment and
upon advice from such advisers as it has deemed necessary. No communication
(written or oral) received from the other party will be deemed to be an
assurance or guarantee as to the expected results of that Transaction.
	 
	 	(2)	 	Assessment and Understanding. It is capable of assessing the
merits of and understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms, conditions and
risks of that Transaction. It is also capable of assuming, and assumes, the
risks of that Transaction.
	 
	 	(3)	 	Status of Parties. The other party is not acting as a fiduciary
for it in respect of that Transaction.
	 
	 	(4)	 	No Agency. It is entering into this Agreement and each
Transaction as principal (and not as agent or in any other capacity, fiduciary
or otherwise).
	 
	 	(5)	 	Other Transactions. It understands and acknowledges that the other
party may, either in connection with entering into a Transaction or from time to
time thereafter, engage in open market transactions that are designed to hedge or
reduce the risks incurred by it in connection with such Transaction and that the
effect of such open market transactions may be to affect or reduce the value of
such Transaction.






	(b)	 	Recording of Conversations. Each party (i) consents to the recording of telephone
conversations between the trading, marketing and other relevant personnel of the parties in
connection with this Agreement or any potential Transaction, (ii) agrees to obtain any
necessary consent of, and give any necessary notice of such recording to, its relevant
personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be
submitted in evidence in any Proceedings.




25









 












	(c)	 	Eligible Contract Participant. Each party represents to the other party (which representation
will be deemed to be repeated by each party on each date on which a Transaction is entered
into) that it is an “eligible contract participant”, as defined in Section 1a(12) of the
Commodity Exchange Act (7 U.S.C. 1a), as amended by the Commodity Futures Modernization Act of
2000.






	(d)	 	Set-off. Section 6 of this Agreement is hereby amended by adding the following new
subsection 6(f):






	 	(f)	 	Set-off.
	 
	 	(i)	 	In addition to any rights of set-off a party may have as a matter of law or
otherwise, upon the occurrence of an Event of Default or a Termination Event (other
than a partial termination pursuant to Part 1(h)(iv) hereof), and the designation of an
Early Termination Date pursuant to Section 6 of the Agreement with respect to a
party (“X”), the other party (“Y”) will have the right (but not be obliged) without
prior notice to X or any other person to set-off or apply any obligation of X owed to Y
(whether or not matured or contingent and whether or not arising under this Agreement,
and regardless of the currency, place of payment or booking office of the obligation)
against any obligation of Y owed to X (whether or not matured or contingent and
whether or not arising under this Agreement, and regardless of the currency, place of
payment or booking office of the obligation).
	 
	 	(ii)	 	For the purpose of cross-currency set-off, Y may convert either obligation at
the applicable market exchange rate selected by Y on the relevant date.
	 
	 	(iii)	 	If the amount of an obligation is unascertained, Y may in good faith estimate
that amount and set-off in respect of the estimate, subject to the relevant party
accounting to the other when the amount of the obligation is ascertained.
	 
	 	(iv)	 	This clause (f) shall not constitute a mortgage, charge, lien or other security
interest upon any of the property or assets of either party to this Agreement.






	(e)	 	Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law,
any right it may have to a trial by jury in respect of any suit, action or proceeding relating
to this Agreement or any Credit Support Document. Each party (i) certifies that no
representative, agent or attorney of the other party or any Credit Support Provider has
represented, expressly or otherwise, that such other party would not, in the event of such a
suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it
and the other party have been induced to enter into this Agreement and provide for any Credit
Support Document, as applicable, by, among other things, the mutual waivers and certifications
in this Section.






	(f)	 	Definitions. Unless otherwise specified in a Confirmation and except in the case of FX
Transactions and Currency Option Transactions (as defined below), each Confirmation shall be
deemed to incorporate the 2006 ISDA Definitions (the “2006 Definitions”), published by the
International Swap Dealers Association, Inc.. In the event of any inconsistency (1) between
the provisions of the Definitions and this Agreement, this Agreement will prevail, (2) between
the provisions of a Confirmation and the Definitions, the Confirmation will prevail, and (3)
between the provisions of a Confirmation and this Agreement, such Confirmation will prevail
for the purpose of the relevant Transaction.






	(g)	 	Change of Account. Section 2(b) is hereby amended by adding the following at the end
thereof:




26









 












	 	 	“and provided that, unless the other party consents (which consent shall not be unreasonably
withheld), such new account shall be in the same tax jurisdiction as the original account.”
	 
	(h)	 	All Confirmations. With respect to each Transaction, Party A will, on or promptly after the
Trade Date thereof, send Party B a Confirmation substantially in the form of Confirmation used
by Party A or in such other form as agreed by the parties. Party B will promptly thereafter
(a) confirm the accuracy of such Confirmation or (b) request the correction of such
Confirmation, indicating how the terms of such Confirmation should be correctly stated and
such other terms should be added to or deleted from such Confirmation to make it correct.
	 
	(i)	 	Transfer. The following amendments are hereby made to Section 7:





In the third line, insert the words “which consent will not be arbitrarily
withheld or delayed,” immediately before the word “except”; and



In clause (a), insert the words “or reorganization, incorporation,
reincorporation, or reconstitution into or as,” immediately before the word “another.”




	(j)	 	Severability. If any term, provision, covenant, or condition of this Agreement, or the
application thereof to any party or circumstance, shall be held to be illegal, invalid or
unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants
and conditions hereof shall continue in full force and effect as if this Agreement had been
executed with the illegal, invalid or unenforceable portion eliminated, 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 of this Agreement and the deletion of such
portion of this Agreement will not substantially impair the respective benefits or
expectations of the parties to this Agreement. It shall in particular be understood that this
Severability clause shall not affect the “single agreement” concept of Section 1(c) of the
Master Agreement.





PART 6: Additional Terms for Foreign Exchange and Foreign Exchange Option Transactions





	(a)	 	Incorporation of Definitions. The 1998 FX and Currency Option Definitions (the
“Definitions”), published by the International Swaps and Derivatives Association, Inc., the
Emerging Markets Traders Association and the Foreign Exchange Committee, are hereby
incorporated by reference with respect to FX Transactions (as defined in the Definitions) and
Currency Option Transactions (as defined in the Definitions). Terms defined in the Definitions
shall have the same meanings in this Part 6.






	(b)	 	Scope. Unless otherwise agreed in writing by the parties, each FX Transaction and Currency
Option Transaction entered into between the parties before, on or after the date of this
Agreement shall be a Transaction under this Agreement and shall be part of, subject to and
governed by this Agreement. FX Transactions and Currency Option Transactions shall be part of,
subject to and governed by this Agreement even if the Confirmation in respect thereof does not
state that such FX Transaction or Currency Option Transaction is subject to or governed by
this Agreement or does not otherwise reference this Agreement.






	(c)	 	Where an FX Transaction or Currency Option is confirmed by means of exchange of electronic
messages on an electronic messaging system or other document or other confirming evidence
exchanged between the parties confirming such Transaction such messages, document or evidence




27









 






	 	 	will constitute a Confirmation for the purposes of this Agreement even where not so
specified therein




28









 











     IN WITNESS WHEREOF, the parties hereto have duly executed this Schedule to the Master
Agreement as of the date first set forth above.



	 	 	 	 	 	 	 	 	 	 	 
	GMAC LLC	 	RESIDENTIAL CAPITAL, LLC
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	Name:	 	 	 	 
	 

	 	Title:
	 	 	 	Title:	 	 	 	 






FX Forward














 








FOREIGN EXCHANGE FORWARD CONFIRMATION




	 	 	 
	Date:

	 	August 18, 2008
	 
	 	 
	To:

	 	RESIDENTIAL CAPITAL, LLC (“Party B”)
	 
	 	 
	From:

	 	GMAC LLC (“Party A”)
	 
	 	 
	Transaction Reference Number:

	 	US1614





The purpose of this letter agreement is to set forth the terms and conditions of the Transaction
entered into between us on the Trade Date referred to below. This letter constitutes a
“Confirmation” as referred to in the Master Agreement specified below.



The definitions and provisions contained in the 1998 FX and Currency Option Definitions (as
published by the International Swaps and Derivatives Association, Inc., as such definitions are
modified and amended by the Schedule to the Master Agreement) (the “Definitions”) are
incorporated into this Confirmation. In the event of any inconsistency between those definitions
and provisions and this Confirmation, this Confirmation will govern.



This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated
as of August 14, 2008, as amended or supplemented from time to time (the “Master
Agreement”) between you and us. All provisions contained in the Master Agreement shall govern
this Confirmation except as expressly modified below.



The terms of the particular Transaction to which this Confirmation relates are as follows:




	 	 	 
	Trade Date:

	 	August 18, 2008
	 
	 	 
	Notional Amount:

	 	EUR 128,000,000, subject to reduction on any Partial Termination Date
pursuant to Part 1(h)(iv) of the Schedule.
	 
	 	 
	Amount and currency payable by Party A:

	 	USD 184,910,464, subject to partial payment and reduction on any Partial Termination Date
pursuant to Part 1(h)(iv) of the Schedule.
	 
	 	 
	Amount and currency payable by Party B:

	 	EUR 128,000,000, subject to partial payment and reduction on any Partial Termination Date
pursuant to Part 1(h)(iv) of the Schedule.
	 
	 	 
	Settlement Date:

	 	April 30, 2010, subject to partial termination pursuant to Part 1(h)(iv)
of the Schedule.
	 
	 	 
	Other terms and conditions:
	 	 
	 
	 	 
	Business Day Convention:

	 	Following
	 
	 	 
	Business Day:

	 	New York






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	Calculation Agent:

	 	Party A
	 
	 	 
	No Netting on Partial 

Termination Date:

	 	The parties agree that there is no netting of payments on any Partial Early
Termination Date unless the parties agree in writing to net any such payments.






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Account Details:




     Payments to Party A: To be provided in written instructions.



     Payments to Party B: To be provided in written instructions.



[Signature Page Follows]




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     Please confirm that the foregoing correctly sets forth the terms of our agreement by executing
the copy of this Confirmation enclosed for that purpose and returning it to us.



	 	 	 	 	 
	 	GMAC LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Second Amendment




 









 








	 	 	 	 	 
	Accepted and confirmed as of
the date first above written:	 	 
	 
	 	 	 	 
	RESIDENTIAL CAPITAL, LLC

	 	 
	By 
	 	 	 	 
	 
	 	 

Name:
	 	 






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Exhibit B to Amendment




FORM OF INTERIM BORROWING BASE REPORT




GMAC LLC

     as Lender Agent

200 Renaissance Center

Detroit, MI 48265

Attention: David Walker, Group VP and Treasurer




Ladies and Gentlemen:




     This Interim Borrowing Base Report is delivered to you pursuant to Section 2.03(b) of
the Loan Agreement, dated as of June 4, 2008 (as the same may be amended, supplemented, restated or
otherwise modified from time to time, the “Loan Agreement”), by and among Residential
Funding Company, LLC (“RFC”), GMAC Mortgage, LLC (“GMAC Mortgage” and together with
RFC, the “Borrowers”), GMAC LLC (the “Initial Lender”), Residential Capital, LLC
and the other Affiliates of the Borrowers party thereto as Guarantors (each, a
“Guarantor”), the Principal institutions and other Persons that are or may from time to
time become parties thereto as Lenders (together with the Initial Lender and their respective
successor and assigns, each a “Lender” and collectively, the Lenders”) and GMAC
LLC, as agent for the Lenders (in such capacity together with its successors and assigns in such
capacity, the “Lender Agent”). Unless otherwise defined herein or as the context otherwise
requires, terms used herein have the meaning assigned thereto under Schedule 1.01 of the
Loan Agreement.



     The undersigned hereby specifies that with respect to the Funding Date requested for                     ,
                     the Interim Reporting Date shall be                     ,                     .



     The undersigned hereby certifies that since the Monthly Collateral Report dated                     ,                     
through the Interim Reporting Date, (a) $                      of Net Cash Proceeds have been received from
Collateral Dispositions, (b) $                      of Eligible Assets have been acquired with Net Cash
Proceeds of Collateral Dispositions in accordance with the Loan Agreement, [and (c) [Note: after
the Account Transfer Date only] $                      of Collections have been received in respect of Primary
Collateral.



     The undersigned hereby further certifies that, as of the date hereof and since the date of the
Monthly Collateral Report described above, $                     has been reinvested in Reinvestment Assets in
accordance with the terms of the Loan Agreement.



     The undersigned hereby lastly certifies that as of the Interim Reporting Date, the Adjusted
Borrowing Base equals $                      and, by its signature hereto, represents and warrants that such
Adjusted Borrowing Base will exceed the Outstanding Aggregate Loan Amount as of the Funding Date
referenced above (after giving effect to any Revolving Loans requested for such date).



Second Amendment




 









 








	 	 	 	 	 
	 	Residential Funding Company, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GMAC Mortgage, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	*	 	Form to be amended from time to time by agreement of the parties.





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Exhibit C to Amendment




FORM OF AMENDMENT TO COLLATERAL VALUE REPORT AND

REINVESTMENT CERTIFICATE




GMAC LLC,

     as Lender Agent

200 Renaissance Center

Detroit, Michigan 48265

Attention: David Walker, Group VP and Treasurer

Facsimile No.: (313) 656-5401




WELLS FARGO BANK, N.A.

     as 1st Collateral Agent

625 Marquette Avenue

N9311-110

Minneapolis, Minnesota 55479

Attention: Nicholas D. Tally, Vice President




Re: Residential Funding Company, LLC, and GMAC Mortgage, LLC



Gentlemen and Ladies:



This Collateral Value and Reinvestment Certificate is delivered to you pursuant to Section 2.04(b)
and Section 7.01(g) of the Loan Agreement, dated as of June 4, 2008 (as the same may be amended,
supplemented, restated or otherwise modified from time to time, the “Loan Agreement”), by and among
Residential Funding Company, LLC (“RFC”), GMAC Mortgage, LLC (“GMAC Mortgage” and together with
RFC, the “Borrowers”), GMAC LLC (the “Initial Lender”), Residential Capital, LLC and the other
Affiliates of the Borrowers party thereto as Guarantors (each, a “Guarantor”), the Principal
institutions and other Persons that are or may from time to time become parties thereto as Lenders
(together with the Initial Lender and their respective successor and assigns, each a “Lender” and
collectively, the Lenders”) and GMAC LLC, as agent for the Lenders (in such capacity together with
its successors and assigns in such capacity, the “Lender Agent”). Unless otherwise defined herein
or the context otherwise requires, capitalized terms used herein have the meanings provided in the
Loan Agreement.



The information contained herein is as of the [•] day of [•] , [•] (the “Cutoff Date.”)



The Borrowers hereby certify a Collateral Value of $[•]. The related Collateral Value Report is
attached hereto as Exhibit A.



The Borrowers hereby certify that the Collateral Dispositions that have occurred since the date of
the previously delivered Collateral Value and Reinvestment Certificate have occurred in compliance
with Section 7.02(k). The Primary Collateral which was the subject of such Collateral Dispositions
is set forth on Exhibit B hereto.



Since the date of the previously delivered Collateral Value and Reinvestment Certificate, $[•] of
Net Cash Proceeds have been received with respect to Collateral Dispositions. $[•] of these Net
Cash Proceeds have been designated as Retained Proceeds. The total amount of Net Cash Proceeds,
including




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amounts designated as such since the previously delivered Collateral Value and Reinvestment
Certificate is $[•].



Since the date of the previously delivered Collateral Value and Reinvestment Certificate, $[•] of
Net Cash Proceeds have been reinvested in Reinvestment Collateral in accordance with the terms of
the Loan Agreement. This Reinvestment Collateral is set forth on Exhibit C hereto as well as
included in the Collateral Value Report delivered herewith.



The remaining Net Cash Proceeds have either been utilized to repay outstanding Loans in accordance
with Section 2.08(c) or are being held pending application in accordance with the terms of the Loan
Agreement.



The Borrowers have caused this Collateral Value and Reinvestment Certificate to be executed and
delivered, and the certification and warranties contained herein to be made, on this [•]day of [•],
[•].




	 	 	 	 	 
	Residential Funding Company, LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	GMAC Mortgage, LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name: James Young
	 	 
	 

	 	Title: Chief Financial Officer	 	 






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Exhibit D to Amendment




FORM OF SECURITY AGREEMENT AMENDMENT




Second Amendment





 











 





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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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:



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	 	 	Interest	 	 	 	 	 	 	 	 
		 	Type of	 	 	Interest Owned	 	 	 	 	 	 	 	 	% of Interests of
	Pledged Interests Issuer	 	Interests	 	by Pledgor	 	Pledgor	 	Pledgor	 	Pledgor Pledged
	Marbella Lakes Associates, LLC
(f/k/a DOA Properties VIII
(Marbella Lakes), LLC)

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






     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,



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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.



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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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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]




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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 	 
	 



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	 	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. McConell
 	 
	 	 	Name:  	Donald L. McConell 	 
	 	 	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. McConell
 	 
	 	 	Name:  	Donald L. McConell 	 
	 	 	Title:  	Asst. Secretary 	 
	 



	 	 	 	 	 
	 	EQUITY INVESTMENT IV, LLC as Grantor

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



	 	 	 	 	 
	 	GMAC HOME SERVICES, LLC as Grantor

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



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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




	 	 	 	 	 
	 	 	 	 	Jurisdiction of
	 	 	 	 	Incorporation
	Parent	 	Subsidiary	 	(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






 









 






	 	 	 	 	 
	 	 	 	 	Jurisdiction of
	 	 	 	 	Incorporation
	Parent	 	Subsidiary	 	(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 Holding 

Company, LLC

	 	GMAC Home Services, LLC
	 	Delaware
	 

	 	GMAC Mortgage, LLC
	 	Delaware
	 

	 	GHS Global Relocation UK Limited
	 	U.K.
	 

	 	GMACB Service Company, LLC
	 	Delaware
	 

	 	GMACRH Settlement Services, LLC
	 	Delaware
	 
	 	 	 	 
	Developers of Hidden
Springs, LLC

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

	 	DOA Properties I, LLC
	 	Delaware
	 

	 	DOA Properties II, LLC
	 	Delaware






 









 






	 	 	 	 	 
	 	 	 	 	Jurisdiction of
	 	 	 	 	Incorporation
	Parent	 	Subsidiary	 	(Subsidiary)
	 

	 	DOA Properties III (Models), LLC
	 	Delaware
	 

	 	DOA Properties IIIB (KB Models), LLC
	 	Delaware
	 

	 	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

	 	37,350,001	9	 	37,350,001	5	 	Residential Funding
Company, LLC
	 	 	65	%








 




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




 









 












Item B. Pledged Interests




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	Pledged Interests	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	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	 	 	 	 
	Pledged Interests	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	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	 	 	 	 
	Pledged Interests	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	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	 	 	 	 
	Pledged Interests	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	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	 	 	 	 
	Pledged Interests	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	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
	 	188,117,940	 	1	 	Residential Funding	 	65%
	Holdings Limited
	 	 	 	 	 	Company, LLC	 	 
	GMAC-RFC
	 	100	 	1	 	Residential Funding	 	65%
	Europe Limited
	 	 	 	 	 	Company, LLC	 	 
	RFC Investments
	 	5,000,000	 	1	 	Residential Funding	 	65%
	Limited
	 	 	 	 	 	Company, LLC	 	 





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 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 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.