EX-10.3






Exhibit 10.3


EXECUTION
COPY




PURCHASE AGREEMENT




FREDDIE MAC STRIPPED INTEREST CERTIFICATES, SERIES 256




July 30, 2008




Cerberus Partners, L.P.

c/o Cerberus Capital Management, L.P.

299 Park Avenue, 22nd Floor

New York, New York 10171



Ladies and Gentlemen:




     GMAC Mortgage, LLC (the “Company”) proposes to sell to Cerberus Partners, L.P., as
purchaser (the “Purchaser”) the original notional principal balance of certain Freddie Mac
Stripped Interest Certificates, Series 256 (the “SCs”), listed on Schedule I attached
hereto, and having the characteristics set forth in the Offering Documents. The SCs will be issued
by Freddie Mac (the “Issuer”) pursuant to the Pass-Through Certificates Master Trust
Agreement, dated as of December 31, 2007 (the “Master Trust Agreement”), as supplemented by
the Terms Supplement, dated as of July 15, 2008 (the “Terms Supplement”, and together with
the Master Trust Agreement, the “Trust Agreement”) and will represent ownership interests
in excess servicing fees attributable to certain first lien, single-family, fixed rate conventional
mortgage loans currently serviced by the Company on behalf of the Issuer and recharacterized as
excess yield pursuant to the Master Agreement #MA08021951, dated as of March 18, 2008 (which
includes a provision titled “Release of Excess Yield to Seller”), together with a supplementary
Term Sheet with respect to the excess yield relating to the SCs (together, the “Master
Agreement”). The SCs will be sold to the Company by the Issuer pursuant to an agreement to
purchase excess yield between the Issuer and the Company, dated as of July 25, 2008 (the
“Agreement to Purchase Excess Yield”). This Purchase Agreement (the “Agreement”),
the related Agreement to Purchase Excess Yield Agreement and the related Master Agreement are
sometimes referred to herein collectively as the “Transaction Documents.” The SCs will be issued
in the minimum denominations and will have the terms set forth in the offering circular dated
December 31, 2007 (the “Offering Circular”) and the related offering circular supplement
dated July 15, 2008 (the “Offering Circular Supplement”).



     Capitalized terms used but not defined herein shall have the meanings assigned to such terms
in the Glossary in Exhibit D hereto.



     This is to confirm the arrangements with respect to the purchase of the SCs (as defined
herein) by you.



     1. Purchase and Sale. Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees to sell to you, and you agree
to purchase from the Company, the original notional principal balance of the SCs to be purchased by
the Purchaser. The Company and the Purchaser intend that the conveyance of company’s right, title
and interest in the SCs herein contemplated shall constitute, and be construed as, a sale of the SCs and not a grant of a security interest to
secure a loan. The



			
	 
	 
	 	Purchase Agreement — Freddie Mac Series 256






 








 





purchase prices of the SCs shall be the prices set forth in the applicable pricing letter (the
“Pricing Letter”), the form of which is Exhibit B hereto.




     2. Delivery and Payment. Delivery of and payment for the notional principal balance
of the SCs to be purchased in the offering shall be no later than 2:30 P.M. New York City time on
the applicable closing date (such date and time of delivery of and payment for such SCs being
hereinafter referred to as the applicable “Closing Date”). Delivery of the SCs shall be
made in book-entry form, against payment by you of the purchase price thereof to or upon the order
of the Company by wire transfer in immediately available funds.



     3. Representations and Warranties. (a) The Company represents and warrants to, and
agrees with, you that:




          (i) As of the Closing Date, the Covered Documents do not contain an untrue statement of
fact or omit to state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading; provided,
however, that the Company makes no representation or warranty as to the Purchaser
Information contained in or omitted from the Covered Documents, or as to any information as
to which no person is liable hereunder as specified in the proviso to Section 7(a).




          (ii) The Company has been duly formed and is validly existing in good standing as a
limited liability company under the laws of the State of Delaware and has the requisite
power to own its properties and to conduct its business as presently conducted by it.




          (iii) This Agreement has been duly authorized, executed and delivered by the Company.




          (iv) As of the Closing Date, the SCs will conform in all material respects to the
description thereof contained in the Covered Documents.




          (v) The execution and delivery of this Agreement by the Company and its performance and
compliance with the terms of this Agreement will not violate the Company’s Certificate of
Formation or Limited Liability Company Agreement or constitute a material default (or an
event which, with notice or lapse of time, would constitute a material default) under, or
result in the material breach of, any material contract, agreement or other instrument to
which the Company is a party or which may be applicable to the Company or any of its assets;




          (vi) This Agreement, assuming due authorization, execution and delivery by the
Purchaser, constitutes a valid, legal and binding obligation of the Company, enforceable
against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of creditors’ rights
generally and to general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law and to
public policy as it relates to indemnification and contribution under applicable
securities laws;



			
	 
	 	Purchase Agreement — Freddie Mac Series 256






2









 






          (vii) The Company is not in default with respect to any order or decree of any court or
any order, regulation or demand of any federal, state, municipal or governmental agency,
which default might have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Company or its properties or might have
consequences that would materially adversely affect its performance hereunder;




          (viii) No litigation is pending or, to the best of the Company’s knowledge, threatened
against the Company which would prohibit its entering into this Agreement or performing its
obligations under this Agreement;




          (ix) The Company will comply in all material respects in the performance of this
Agreement; and




          (x) No information, certificate of an officer, statement furnished in writing or report
delivered to the Purchaser, any Affiliate of the Purchaser will, to the knowledge of the
Company, contain any untrue statement of a material fact or omit a material fact necessary
to make the information, certificate, statement or report not misleading.



     (b) The Purchaser represents and warrants to, and agrees with, the Company that:




          (i) This Agreement has been duly authorized, executed and delivered by the Purchaser.




          (ii) The Purchaser understands and agrees that (a) the SCs are exempted securities
under Section 3(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”).




          (iii) The Purchaser (a) is a substantial, sophisticated institutional investor having
such knowledge and experience in financial and business matters, and in particular in such
matters related to securities similar to the SCs, such that it is capable of evaluating the
merits and risks of investment in the SCs, and (b) is able to bear the economic risks of
such an investment.




          (iv) As of the Closing Date, (A) the Purchaser represents and warrants that it has been
furnished with, and has had an opportunity to review, (1) a copy of the Covered Documents,
and (2) all other documents, financial data and information regarding the SCs, the Mortgage
Loans represented thereby and the Company that the Purchaser has requested from the Company
and (B) the Purchaser has had any questions arising from such review answered by the Company
to the satisfaction of the Purchaser.




          (v) The Purchaser will not sell, offer, pledge or otherwise transfer any of the SCs,
except in compliance with the provisions of this Agreement. SCs are not
exempt from registration under “blue sky” or state securities laws (except where the
SCs will have been qualified for offering and sale at the Purchasers’ direction under such
“blue sky” or state securities laws).




			
	 
	 
	 	Purchase Agreement — Freddie Mac Series 256





3









 






          (vi) None of the Purchaser’s assets currently constitute, or in the future will
constitute, “plan assets” within the meaning of Section 3(42) of the Employee Retirement
Income Security Act of 1974, as amended.




          (vii) The Purchaser Information does not contain an untrue statement of a material fact
or omit to state a material fact necessary to make such statements, in light of the
circumstances under which they were made, not misleading; provided, however,
that the Purchaser makes no representation that the related Offering Circular Supplement
(exclusive of the Purchaser Information) does not include any untrue statements of a
material fact and does not omit to state any material facts necessary to make the statements
contained therein, in light of the circumstances under which they were made, not misleading.




          (viii) Each of it and its agents has complied and will comply with all applicable laws
and regulations in each country or jurisdiction where it may purchase, offer, sell or
deliver the SCs or distribute the Offering Documents and it has not offered, sold or
delivered and will not offer, sell or deliver, any SCs and has not distributed or published
and will not distribute or publish any offering material (including the Offering Documents)
in or from any country or jurisdiction except under circumstances that will result in
compliance with all applicable laws and regulations and that will not impose any obligations
on the Issuer or the Company that the Issuer or the Company shall not have agreed to
specifically in writing.




          (ix) If the Purchaser satisfies the distribution requirements with respect to the SCs
offered or sold in the United States by delivering an electronic version of the Offering
Documents, such electronic delivery will be accomplished in a manner consistent with (i) all
applicable rules and interpretive guidance of the U.S. Securities and Exchange Commission as
if the SCs were registered under the Act, and (ii) applicable law, regulation and government
policy of any applicable jurisdiction. The electronic version of the Offering Documents
must be obtained from the Company or reproduced in a manner that is designed to produce, and
does produce, an accurate reproduction. The Company, however, has no obligation to provide
an electronic version of the Offering Documents. If the Purchaser uses a version of the
Offering Documents not provided by the Company, the Purchaser agrees to ensure, and to
assume all responsibility for ensuring, that the reproduction is an accurate reproduction of
the original Offering Documents. The Purchaser will terminate or cause to be terminated
immediately the electronic delivery of the Offering Documents upon the Company’s request, in
the Company’s sole discretion.




          (x) Commencing July 25, 2008, if its agents disseminate through any medium, including
the Purchaser’s website, any statistical or other information relating to the mortgage loans
related to the SCs (the “Mortgage Loans”) or the SCs, other than
information expressly contained in the Offering Documents, such information shall be
accompanied by the following legend:




     “The information with respect to the [Mortgage Loans] [SCs] set forth [herein]
[below] has not been collected, summarized or provided by Freddie Mac.




			
	 
	 
	 	Purchase Agreement — Freddie Mac Series 256





4









 







Freddie Mac
has made no independent verification of such information, does not warrant its
truth, accuracy or completeness and assumes no obligation or liability with respect
thereto.”




     Anything in the immediately preceding paragraph to the contrary notwithstanding, the
requirements set forth above shall be deemed to be satisfied as to the Purchaser if,
commencing July 25, 2008, when such Purchaser disseminates through any medium any
statistical or other information relating to the Mortgage Loans or the SCs, other than
information expressly contained in the Offering Documents, such information is accompanied
by the following legend:




     “The information is provided solely by [such Purchaser], not as agent for any
issuer, and although it may be based on data supplied to it by an issuer, the issuer
has not participated in its preparation and makes no representations regarding its
accuracy or completeness.”




     (xi) It shall not disseminate, through any medium including its website, any such
statistical or other information which is based on the notional principal balances of any
SCs (or the scheduled balances of any Mortgage Loans) reflected in any SC Trust Factors (as
that term is defined in the Offering Documents) until after Freddie Mac has published such
SC Trust Factors or otherwise made them available.




     (xii) The Company did not participate in the preparation of the Purchaser Information.



          (c) Notwithstanding anything to the contrary contained in this Agreement, the Company is not
making any representation, warranty or covenant regarding the marketability of the SCs. The
Purchaser specifically acknowledges that any resale of the SCs is the Purchaser’s sole
responsibility and the Company shall not have any obligation, express or implied, to assist the
Purchaser in the marketing or sale of the SCs, except as set forth in Section 5 hereof.



          4. Offering by Purchaser. It is understood that the Purchaser will only offer the
SCs, if it offers the SCs at all, for sale to a limited number of institutional investors and the
Purchaser will not offer, sell or otherwise distribute the SCs in any state in which the SCs are
not exempt from registration under “blue sky” or state securities laws (except where the SCs will
have been qualified for offering and sale at the Purchasers’ direction under such “blue sky” or
state securities laws).



          5. Agreements. The Company agrees with the Purchaser that:



          (a) If the transactions contemplated by this Agreement are consummated, the Company will pay
or cause to be paid all expenses incidental to the performance of the obligations of the Company
under this Agreement, and for expenses incurred in distributing the
Covered Documents (including any amendments and supplements thereto) to the Purchaser. Except
as herein provided, the Purchaser shall be responsible for paying all costs and expenses incurred
by the Purchaser, including the fees and disbursements of counsel for the Purchaser in connection
with the purchase and sale of the SCs.




			
	 
	 
	 	Purchase Agreement — Freddie Mac Series 256





5









 





          (b) The Company has delivered to the Purchaser a copy of the Covered Documents. The Company
may amend or supplement the Covered Documents at any time, but is under no obligation to do so.
Upon delivery of any amendment or supplement to the Covered Documents to the Purchaser by the
Company, the Purchaser will discontinue use of the previous version of the Covered Documents, will
return all unused copies of such previous version to the Company and will deliver copies of such
Covered Documents as so amended or supplemented to all recipients of such previous version of the
Covered Documents.



          6. Conditions to the Obligations of the Purchaser. The obligation of the Purchaser to
purchase the SCs shall be subject to the following conditions with respect to such SCs:



          (a) The Purchaser shall have received a copy of the Covered Documents.



          (b) Since July 1, 2008 there shall have been no material adverse change (not in the ordinary
course of business) in the condition of the Company.



          (c) The Company shall have delivered to you a certificate, dated the Closing Date, of the
President, a Executive Vice President, a Vice President or an Assistant Secretary of the Company to
the effect that the signer of such certificate has carefully examined this Agreement and that, to
the best of his or her knowledge after reasonable investigation: (A) the representations and
warranties of the Company in this Agreement are true and correct in all material respects and (B)
the Company has, in all material respects, complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.



          (d) The Purchaser shall have received the opinion of Mayer Brown LLP, special counsel for the
Company, dated the Closing Date, substantially to the effect set forth in Exhibit A-1 and
the opinion of Hu A. Benton, associate general counsel for the Company, dated the Closing Date,
substantially to the effect set forth in Exhibit A-2.



          (e) Deloitte & Touche LLP shall have furnished to the Company a letter or letters addressed to
the Company and dated as of or prior to the date of first use of the applicable Covered Documents
in the form and reflecting the performance of the procedures previously agreed to by the Issuer.



          The Company will furnish you with conformed copies of the above opinions, certificates and
documents as you reasonably request.



          7. Indemnification and Contribution. Notwithstanding Section 4 hereof, In the
event that the Purchaser sells the SCs within six months after the Closing Date and, in connection
with such resale, uses a copy of the Covered Documents as originally provided, as amended or
supplemented by the Company pursuant to Section 5(b) (it being understood and
agreed that the Company is not obligated to provide any updated information with regard to the
matters discussed in the Covered Documents):



          (a) The Company agrees to indemnify and hold harmless you and each person who controls you
within the meaning of either Section 15 of the 1933 Act or Section 20 of the




			
	 
	 
	 	Purchase Agreement — Freddie Mac Series 256





6









 







Securities Exchange
Act of 1934, as amended (the “1934 Act”), from and against any and all losses, claims,
damages and liabilities incurred directly in connection with resales where the Purchaser complied
with the representations, warranties and agreements in Section 3(b) (ii), (iii),
(v), (vi), (viii), (ix), (x) and (xi) herein
(provided that the Purchaser shall not be deemed to have violated any such representation,
warranty or agreement as a result of an untrue statement or alleged untrue statement of a material
fact or the omission or the alleged omission of a material fact in the Covered Documents) caused by
any untrue statement or alleged untrue statement of a material fact contained in the Covered
Documents as of the Closing Date or caused by any omission or alleged omission to state therein as
of the Closing Date a material fact necessary to make the statements therein, in light of the
circumstances under which they are made on the Closing Date, not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon Purchaser Information; and provided,
however, that such indemnity with respect to the Covered Documents shall not inure to the
benefit of the Purchaser (or any person controlling the Purchaser) to the extent that such loss,
claim, damage or liability of the Purchaser results from the fact that the Purchaser sold SCs to a
person to whom there was not sent or given at or prior to the settlement date of the sale of such
SCs a copy of the final Covered Documents (as amended or supplemented through such date in any case
where the Company has previously furnished the Purchaser with copies thereof on or prior to the
close of business on the Business Day preceding such settlement date), in any case where the untrue
statement or omission of a material fact which caused such loss, claim, damage or liability was
contained in such Covered Documents and was corrected in the Covered Documents (as amended or
supplemented), and provided, further, that neither the Company nor you will be
liable in any case to the extent that any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement or omission or alleged omission
made in the information contained in the Covered Documents.



          (b) The Purchaser agrees to indemnify and hold harmless the Company, their respective
directors or officers and any person controlling the Company to the same extent as the indemnity
set forth in Section 7(a) above from the Company to you for breach of any representation or
warranty of the Purchaser made in Section 3(b).



          (c) In case any proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to either Section
7(a) or 7(b), such person (the “indemnified party”) shall promptly notify the person
against whom such indemnity may be sought (the “indemnifying party”) in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the reasonable fees and
disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the reasonable fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and representation of both parties by
the same counsel would be inappropriate due to actual or potential differing interests between
them. It is understood that the indemnifying party shall not, in connection with any proceeding




			
	 
	 
	 	Purchase Agreement — Freddie Mac Series 256





7









 







or
related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of
more than one separate firm for all such indemnified parties. Such firm shall be designated in
writing by you in the case of parties indemnified pursuant to Section 7(a) and by the
Company in the case of parties indemnified pursuant to Section 7(b). Subject to the third
preceding sentence, the indemnifying party may, at its option, at any time upon written notice to
the indemnified party, assume the defense of any proceeding and may designate counsel satisfactory
to the indemnifying party in connection therewith provided that the counsel so designated
would have no actual or potential conflict of interest in connection with such representation.
Unless it shall assume the defense of any proceeding, the indemnifying party shall not be liable
for any settlement of any proceeding, effected without its written consent, but if settled with
such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason of such settlement
or judgment. If the indemnifying party assumes the defense of any proceeding, it shall be entitled
to settle such proceeding with the consent of the indemnified party or, if such settlement provides
for release of the indemnified party in connection with all matters relating to the proceeding
which have been asserted against the indemnified party in such proceeding by the other parties to
such settlement, without the consent of the indemnified party.



          (d) If the indemnification provided for in this Section 7 is unavailable to an
indemnified party under Section 7(a) or Section 7(b) hereof or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then the indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or liabilities, in
such proportion as is appropriate to reflect not only the relative benefits received by the Company
on the one hand and the Purchaser on the other from the offering of the SCs but also the relative
fault of the Company on the one hand and of the Purchaser on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or liabilities, as well as
any other relevant equitable considerations. The relative fault of the Company on the one hand and
of the Purchaser on the other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the Purchaser and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission.



          (e) The Company and the Purchaser agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation or by any
other method of allocation which does not take account of the considerations referred to in
Section 7(d) above. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages and liabilities referred to in this Section 7 shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending any such action or
claim except where the indemnified party is required to bear such expenses pursuant to Section
7(d); which
expenses the indemnifying party shall pay as and when incurred, at the request of the
indemnified party, to the extent that the indemnifying party believes that it will be ultimately
obligated to pay such expenses. In the event that any expenses so paid by the indemnifying party
are subsequently determined to not be required to be borne by the indemnifying party hereunder, the
party which received such payment shall promptly refund the amount so paid to the party




			
	 
	 
	 	Purchase Agreement — Freddie Mac Series 256





8









 







which made
such payment. No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.



          8. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of the Company, or the officers of
any of the Company and the Purchaser set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation
made by the Purchaser or on behalf of the Purchaser or any person controlling the Purchaser or by
or on behalf of the Company and their respective directors or officers or any person controlling
the Company and (iii) acceptance of and payment for any of the SCs.



          9. Notices. All communications hereunder will be in writing and effective only on
receipt, and, if sent to the Purchaser, will be mailed, delivered or telegraphed and confirmed to
it at Cerberus Partners, L.P. c/o Cerberus Capital Management, L.P. 299 Park Avenue,
22nd Floor, New York, New York 10171, Attention: Michael Hisler, with a copy (which
shall not constitute notice) to Lowenstein Sandler PC 1251 Avenue of the Americas, New York, New
York, 10020, or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to
it at GMAC Mortgage, LLC 1100 Virginia Drive, Ft. Washington, Pennsylvania 19034, Attention:
Thomas Neary, Executive Vice President.



          10. Nonassignability. The rights and obligations under this Agreement may not be
assigned without the prior written consent of the parties hereto.



          11. Successors. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and (subject to Section 10 hereof) assigns,
and no other person will have any right or obligation hereunder.



          12. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



          13. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall for all purposes be deemed to be an original and all of which shall together
constitute but one and the same instrument.



[SIGNATURES FOLLOW]





			
	 
	 
	 	Purchase Agreement — Freddie Mac Series 256





9









 








     If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a
binding agreement among the Company and the Purchaser.



	 	 	 	 	 
	 	Very truly yours,



GMAC MORTGAGE, LLC

 	 
	 	By:  	/s/ Thomas Neary
 	 
	 	 	Name:  	Thomas Neary 	 
	 	 	Title:  	Executive Vice President 	 
	 


The foregoing Agreement is hereby confirmed

and accepted as of the date first above written.




	 	 	 	 	 	 	 
	CERBERUS PARTNERS, L.P.	 	 
	By:	 	Cerberus Associates, L.L.C., 


its general partner
	 
	 

	 	By:
	 	/s/ Jeffrey L. Lomasky
 

Jeffrey L. Lomasky
	 	 
	 

	 	 	 	Senior Managing Director	 	 







			
	 
	 
	 	Purchase Agreement — Freddie Mac Series 256





S-1 









 





SCHEDULE I




	 	 	 	 	 
	 	 	Original Notional
	CUSIP	 	Principal Balance
	3128HU3T6
	 	$	22,690,503.33	 
	3128HU3U3
	 	$	31,099,017.67	 
	3128HU3V1
	 	$	29,375,612.67	 
	3128HU3W9
	 	$	19,395,159.67	 
	3128HU3Y5
	 	$	22,973,424.33	 
	3128HU3Z2
	 	$	32,300,920.00	 
	3128HU4A6
	 	$	21,728,446.33	 
	3128HU4B4
	 	$	11,443,907.00	 
	3128HUZ79
	 	$	865,448.67	 
	3128HU2D2
	 	$	786,130.00	 
	3128HU2L4
	 	$	826,587.00	 
	3128HU2T7
	 	$	467,790.00	 
	3128HU2Y6
	 	$	471,200.33	 
	3128HU3E9
	 	$	1,140,545.00	 
	3128HU3L3
	 	$	722,998.33	 
	3128HU3S8
	 	$	765,640.00	 
	 
	Totals
	 	$	197,053,330.33	 








			
	 
	 
	 	Purchase Agreement






Schedule I-1 









 





EXHIBIT A-1




FORM OF OPINION OF MAYER BROWN LLP







			
	 
	 
	 	Purchase Agreement





A-1-1









 








	 	 	 
	

	 	Mayer Brown LLP
	 

	 	1675 Broadway
	July 30, 2008

	 	New York, New York 10019-5820
	 
	 	 
	Cerberus Partners, L.P.
	 	 
	c/o Cerberus Capital Management, L.P.

	 	Main Tel (212) 506-2500
	299 Park Avenue, 22nd Floor

	 	Main Fax (212) 262-1910
	New York, New York 10171

	 	www.mayerbrown.com





Re: Freddie Mac Stripped Interest Certificates, Series 256



Ladies and Gentlemen:




     We have acted as special counsel to GMAC Mortgage, LLC (the “Seller”) in connection
with the sale of the original notional principal balance of certain Freddie Mac Stripped Interest
Certificates, Series 256 (the “Purchased SCs”) to Cerberus Partners, L.P. (the “Purchaser”)
pursuant to the Purchase Agreement, dated July 30, 2008 (the “Purchase Agreement”).



     The Purchased SCs are being issued in connection with the transactions contemplated by
Purchase Agreement and this letter is delivered pursuant to the Purchase Agreement. Capitalized
terms not defined herein have the meanings assigned to them in the Purchase Agreement.



     In arriving at the opinions expressed below, we have examined originals, or copies identified
to our satisfaction as being true copies, of such records, documents and other instruments as in
our judgment were necessary or appropriate, including an executed copy of the Purchase Agreement.



     As to facts relevant to the opinions expressed herein, we have relied upon certificates of
public officials or certificates or opinions of officers or other representatives of the Seller.
We have also relied upon the representations and warranties set forth in, or made pursuant to, the
Purchase Agreement. In addition, we have made such investigations of such matters of law as we
have deemed appropriate as a basis for the opinions expressed below. Further, we have assumed the
genuineness of all signatures and the authenticity of the document submitted to us as an original
and the conformity with the original document of all documents submitted to us as copies.



     On the basis of, and subject to, the foregoing, and subject to the limitations, assumptions,
qualifications and exceptions set forth herein, it is our opinion that:






			
	 
	 
	 	Purchase Agreement





A-1-2









 






1. The Purchase Agreement constitutes a legal, valid and binding agreement of the Seller,
enforceable against the Seller in accordance with its terms.




2. The execution and delivery by the Seller of the Purchase Agreement and the consummation
by the Seller of the transactions therein contemplated do not result in the violation of any
provisions of the Applicable Laws. As used in this opinion, the term “Applicable Laws”
means those state laws of the State of New York that, in our experience and without
independent investigation, are normally applicable to transactions of the type contemplated
by the Purchase Agreement; provided that the term “Applicable Laws” shall not include state
securities or blue sky laws or any rules or regulations thereunder and any antifraud or
similar laws.



     The foregoing opinions and other statements are subject to the following limitations,
qualifications and exceptions:



     A. Members of our firm are admitted to the bar of the State of New York and the foregoing
opinions are limited to matters arising under the laws of the State of New York as in effect on the
date hereof. We express no opinion as to the laws, rules or regulations of any other jurisdiction
or as to the municipal laws or the laws, rules or regulations of any local agencies or governmental
authorities of or within the State of New York, or in each case as to any matters arising
thereunder or relating thereto. We expressly disclaim any responsibility to advise you or any
other person of any development or circumstance or any kind including any change of law or fact
that may occur after the date of this opinion letter, even in such development, circumstance or
change may affect the legal analysis, conclusion or any matter set forth in or relating to this
opinion letter.



     B. Our opinion set forth in paragraph 1 above is subject to bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws
relating to or affecting creditors’ rights generally and to general equitable principles
(regardless of whether considered in a proceeding in equity or at law), including concepts of
commercial reasonableness, good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief. In addition, we advise you that rights to indemnification may be
limited by applicable law or public policy.



     C. With respect to the Purchase Agreement being executed or to be executed by any party,
except with respect to the Seller, we have assumed, to the extent relevant to the opinions set
forth herein, that (i) such party has been duly organized and is existing under the laws of its
jurisdiction of organization and (ii) such party has full rights, power and authority to execute,
deliver and perform its obligations under the Purchase Agreement to which it is a party and such
Purchase Agreement has been duly authorized, executed and delivered by and, is a valid, binding and
enforceable agreement or obligation, as the case may be, of, such party.



     This letter is solely for your benefit in connection with the transaction described in the
first paragraph above and may not be quoted or relied upon by, nor may copies be delivered to,






			
	 
	 
	 	Purchase Agreement





A-1-3









 








any other person, nor may this letter be relied upon by you for any other purpose, without our
prior written consent.



Very truly yours,




MAYER BROWN LLP




TS/AY







			
	 
	 
	 	Purchase Agreement





A-1-4









 





EXHIBIT A-2




FORM OF OPINION OF IN-HOUSE COUNSEL







			
	 
	 
	 	Purchase Agreement





A-2-1 









 








July 30, 2008




Cerberus Partners, L.P.

c/o Cerberus Capital Management, L.P.

299 Park Avenue, 22nd Floor

New York, New York 10171




     Re: Freddie Mac Stripped Interest Certificates, 

Series 256


Ladies and Gentlemen:



I am internal counsel employed by Residential Funding Company, LLC, and have acted as counsel to
GMAC Mortgage, LLC, a Delaware limited liability company and successor by merger to GMAC Mortgage
Corporation, a Pennsylvania corporation (the “Company”), and have advised the Company with respect
to certain matters in connection with the Purchase Agreement, dated as of July 30, 2008 (the
“Purchase Agreement”).




     I have examined, or caused to be examined, originals, or a copy certified to my satisfaction,
of the Purchase Agreement and such other documents, certificates and instruments which I have
deemed necessary or appropriate in connection with this opinion. As to matters of fact, I have
examined and relied without independent verification upon representations, warranties and covenants
of parties to the above documents contained therein and, where I have deemed appropriate,
representations or certifications of officers of parties to the Purchase Agreement or public
officials. In rendering this opinion letter, I have assumed with your permission and without
independent verification, (i) the authenticity of all documents submitted to me as originals, the
genuineness of all signatures, the legal capacity of natural persons and the conformity to the
originals of all documents submitted to me as copies and the authenticity of the originals of such
copies, (ii) with respect to parties other than the Company, the due authorization, execution and
delivery of such documents, and the necessary entity power with respect thereto, and with respect
to all parties, the enforceability of such documents and (iii) that there is not and will not be
any other oral or written agreement, usage of trade, or course of dealing among the parties that
modifies or supplements the agreements expressed in the Purchase Agreement.



     Capitalized terms used herein, but not defined herein, shall have the meanings assigned to
them in the Purchase Agreement.



     Based upon the foregoing, but subject to the assumptions, exceptions, qualifications and
limitations herein expressed, I am of the opinion that:






			
	 
	 
	 	Purchase Agreement





A-2-2 









 




1. The Company has been duly formed, is validly existing as a limited liability company and is in
good standing under the laws of the State of Delaware;



2. The Company has the power and authority to execute and deliver the Purchase Agreement and to
perform its obligations under the Purchase Agreement;



3. The Purchase Agreement has been duly authorized, executed and delivered by the Company;



4. There are no actions, proceedings or investigations pending or, to my knowledge, threatened
against or affecting the Company before or by any court, arbitrator, administrative agency or other
governmental authority which, if adversely determined, would have a material and adverse effect on
the Company’s ability to perform its obligations under the Purchase Agreement;



5. No consent, approval, authorization or order of, or filing or registration with, any state or
federal court or governmental agency or body is required for the execution and delivery by the
Company of the Purchase Agreement or the consummation by the Company of the transactions
contemplated in the Purchase Agreement, except such as have been obtained or made; and



6. The Company is not in violation of any of its limited liability company organizational
documents, and neither the execution or delivery of or performance by the Company under the
Purchase Agreement, nor the consummation by the Company of any other of the transactions
contemplated therein, will conflict with or result in a breach or violation of any term or
provision of, or constitute a default (or an event which with the passing of time or notification,
or both, would constitute a default) under, any of the limited liability company organizational
documents of the Company, or any indenture or other agreement or instrument to which the Company is
a party or by which the Company is bound, or any state or federal statute or regulation applicable
to the Company or any order of any state or federal court, regulatory body, administrative agency
or governmental body having jurisdiction over the Company.



The opinions set forth above are subject to the following qualifications:





	(a)	 	I am admitted to practice in the State of Texas and the District of Columbia, and I render no
opinion herein as to matters involving the laws of any jurisdiction other than the State of
Texas and the District of Columbia and the Federal laws of the United States of America.
However, insofar as the opinions expressed in paragraphs 1 and 2 above relate to matters that
are governed by the laws of the State of Delaware, I am generally familiar with the laws of
the State of Delaware as they relate to the organization and governance of limited liability
companies, and I do not feel it necessary to consult with Delaware counsel. I do not express
any opinion with respect to the securities laws of any jurisdiction or any other matter not
specifically addressed above.
	 
	(b)	 	The opinions expressed above do not address any of the following legal issues: (i) Federal
securities laws and regulations administered by the Securities and Exchange Commission, state
“Blue Sky” laws and regulations, and laws and regulations relating to commodity (and other)
futures and indices and other similar instruments, (ii) pension and employee benefit laws and
regulations (e.g., ERISA), (iii) Federal and state antitrust and unfair competition laws and
regulations, (iv) Federal and state laws and regulations concerning filing and notice
requirements (e.g., Hart-Scott-Rodino and Exon-Florio), (v) the statutes and ordinances,
administrative decisions and the rules and regulations of







			
	 
	 
	 	Purchase Agreement





A-2-3 









 






	 	 	counties, towns, municipalities and special political subdivisions (whether created or
enabled through legislative action at the Federal, state or regional level) and judicial
decisions to the extent that they deal with the foregoing, (vi) Federal and state tax laws
and regulations, (vii) Federal and state racketeering laws and regulations (e.g., RICO),
(viii) Federal and state labor laws and regulations, (ix) Federal and state bank regulatory
laws, (x) Federal and state laws, regulations and policies concerning (1) national and local
emergency, (2) possible judicial deference to acts of sovereign states, and (3) criminal and
civil forfeiture laws, and (xi) other Federal and state statutes of general application to
the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes).
	 
	(c)	 	In rendering the opinions above, I have only considered the applicability of statutes, rules,
and regulations that a lawyer in the State of Texas and the District of Columbia exercising
customary professional diligence would reasonably recognize as being directly applicable to
the Company, to the transaction contemplated by the Purchase Agreement, or both.





          The opinions set forth herein are intended solely for the benefit of the addressee hereof in
connection with the transactions contemplated herein and shall not be relied upon by any other
person or for any other purpose without my prior written consent.



          Except for reproductions for inclusion in transcripts of the documentation relating to the
transactions contemplated herein, this opinion may not be copied or otherwise reproduced or quoted
from, in whole or in part, without my prior written consent.



          This opinion is limited to the specific issues addressed and is limited in all respects to
laws and facts existing on the date of this opinion.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Hu. A. Benton
	 	 
	 

	 	Title:
	 	Associate Counsel	 	 









			
	 
	 	Purchase Agreement





A-2-4 









 






EXHIBIT B

GMAC Mortgage, LLC

Freddie Mac Stripped Interest Certificates, Series [  
]


[
          ],
200[    ]




GMAC Mortgage, LLC

1100 Virginia Drive

Ft. Washington, Pennsylvania 19034




     Re: Freddie Mac Stripped Interest Certificates, Series [ ]



     Ladies and Gentlemen:



     Pursuant to Section 4 of the Purchase Agreement, dated July [ ], 2008, among GMAC Mortgage,
LLC and ___(the “Purchaser”) relating to the Certificates referenced
above, the undersigned does hereby certify that:


Section 1. The SCs: The SCs hereunder are as follows:



(a) Classes: The Classes of SCs that constitute “SCs” are listed below:




	 	 	 	 	 	 	 	 	 
	Class	 	Allocations	 	 	Proceeds	 
	1
	 	 	 	 	 	 	 	 
	2
	 	 	 	 	 	 	 	 
	3
	 	 	 	 	 	 	 	 
	4
	 	 	 	 	 	 	 	 
	5
	 	 	 	 	 	 	 	 
	6
	 	 	 	 	 	 	 	 
	7
	 	 	 	 	 	 	 	 
	8
	 	 	 	 	 	 	 	 
	9
	 	 	 	 	 	 	 	 
	10
	 	 	 	 	 	 	 	 
	11
	 	 	 	 	 	 	 	 
	12
	 	 	 	 	 	 	 	 
	13
	 	 	 	 	 	 	 	 
	14
	 	 	 	 	 	 	 	 
	15
	 	 	 	 	 	 	 	 
	16
	 	 	 	 	 	 	 	 
	 
	Totals
	 	 	 	 	 	 	 	 





The Purchaser agrees, subject to the terms and provisions herein and of the captioned Purchase
Agreement, to purchase Classes of the SCs listed above at the prices set forth in the settlement
statement attached hereto as Exhibit A.







			
	 
	 
	 	Purchase Agreement — Freddie Mac Series 256





B-1 









 







(b) The SCs shall have such other characteristics as described in the related Covered Documents,



(c) The “Closing Date” is July [ ], 2008,




	 	 	 	 	 	 	 
	 	 	Sincerely,	 	 
	 
	 	 	 	 	 	 
	 	 	[PURCHASER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 









			
	 
	 
	 	Purchase Agreement — Freddie Mac Series 256





B-2 









 








EXHIBIT C


EXCLUDED INFORMATION




(ATTACHED HERETO)







			
	 
	 
	 	Purchase Agreement — Freddie Mac Series 256





C-1 









 








     Modeling Assumptions



     To prepare the yield table below, we have employed the following assumptions (the “Modeling
Assumptions”), among others:




	 	•	 	As of July 1, 2008, each Mortgage represented in the related Mortgage Group
has an Excess Yield Rate, interest rate, remaining term to maturity and loan age
equal to the weighted average Excess Yield Rate, interest rate, remaining term to
maturity and loan age for that Mortgage Group shown in the table on page S-7.
	 
	 	•	 	The Class Coupons for the WAC/IO SCs remain constant at their initial Class
Coupons.
	 
	 	•	 	Payments on the Classes are always received on the 15th of the month,
whether or not a Business Day.
	 
	 	•	 	Each Class is outstanding from the Closing Date to retirement and no
exchanges occur.
	 
	 	•	 	The Classes are purchased at the prices listed in the table, plus accrued
interest from the first day of the month of the Closing Date.





     When reading the table and the related text, you should bear in mind that the Modeling
Assumptions, like any other stated assumptions, are unlikely to be entirely consistent with actual
experience. For example, most of the Mortgages will not have the characteristics assumed, the Class
Coupons for the WAC/IO SC Classes will vary over time and many Payment Dates will occur on a
Business Day after the 15th of the month.



Yield Table




     The following table shows, at various percentages of CPR, pre-tax yields to maturity
(corporate bond equivalent) of each Class. We have prepared this table using the Modeling
Assumptions and the assumed prices shown in the table, plus accrued interest from July 1, 2008.
Actual sales may not occur at the assumed prices.



     The Mortgages will have characteristics that are more diverse than those assumed, and Mortgage
prepayment rates will differ from the constant rates shown. These differences will affect the
actual payment behavior and yields of the Classes. In the case of the WAC/IO Classes,
disproportionately fast prepayments on the related Mortgages with relatively higher Excess Yield
Rates would increase the likelihood of a reduced or negative yield.



     See Prepayment, Yield and Suitability Considerations — Tabular Information in Supplements in
the Offering Circular for a description of yield calculations and the CPR prepayment model.







C-2 









 





              Pre-Tax Yields of All Classes




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class	 	Assumed Price	 	5.0% CPR	 	10.0% CPR	 	15.0% CPR	 	20.0% CPR	 	25.0% CPR
	1
	 	 	22.25	%	 	 	15.4	%	 	 	9.7	%	 	 	3.9	%	 	 	(2.2	)%	 	 	(8.4	)%
	2
	 	 	22.25	 	 	 	15.3	 	 	 	9.6	 	 	 	3.7	 	 	 	(2.3	)	 	 	(8.5	)
	3
	 	 	22.25	 	 	 	15.0	 	 	 	9.3	 	 	 	3.5	 	 	 	(2.5	)	 	 	(8.7	)
	4
	 	 	22.25	 	 	 	15.3	 	 	 	9.6	 	 	 	3.7	 	 	 	(2.3	)	 	 	(8.5	)
	5
	 	 	22.25	 	 	 	15.2	 	 	 	9.5	 	 	 	3.7	 	 	 	(2.3	)	 	 	(8.6	)
	6
	 	 	22.25	 	 	 	15.1	 	 	 	9.4	 	 	 	3.6	 	 	 	(2.5	)	 	 	(8.7	)
	7
	 	 	22.00	 	 	 	18.3	 	 	 	12.6	 	 	 	6.7	 	 	 	0.5	 	 	 	(5.8	)
	8
	 	 	22.00	 	 	 	18.1	 	 	 	12.4	 	 	 	6.5	 	 	 	0.4	 	 	 	(5.9	)
	9
	 	 	22.00	 	 	 	18.0	 	 	 	12.3	 	 	 	6.3	 	 	 	0.2	 	 	 	(6.0	)
	10
	 	 	22.00	 	 	 	18.2	 	 	 	12.5	 	 	 	6.6	 	 	 	0.5	 	 	 	(5.8	)
	11
	 	 	22.00	 	 	 	18.1	 	 	 	12.4	 	 	 	6.5	 	 	 	0.4	 	 	 	(5.9	)
	12
	 	 	22.00	 	 	 	18.1	 	 	 	12.3	 	 	 	6.4	 	 	 	0.3	 	 	 	(6.0	)
	13
	 	 	21.75	 	 	 	21.3	 	 	 	15.5	 	 	 	9.5	 	 	 	3.3	 	 	 	(3.1	)
	14
	 	 	21.75	 	 	 	21.2	 	 	 	15.4	 	 	 	9.4	 	 	 	3.2	 	 	 	(3.2	)
	15
	 	 	21.75	 	 	 	21.2	 	 	 	15.4	 	 	 	9.4	 	 	 	3.2	 	 	 	(3.2	)
	16
	 	 	21.75	 	 	 	21.2	 	 	 	15.4	 	 	 	9.4	 	 	 	3.2	 	 	 	(3.1	)
	17
	 	 	21.75	 	 	 	21.2	 	 	 	15.4	 	 	 	9.4	 	 	 	3.2	 	 	 	(3.1	)
	18
	 	 	21.75	 	 	 	21.2	 	 	 	15.4	 	 	 	9.4	 	 	 	3.2	 	 	 	(3.2	)
	19
	 	 	21.75	 	 	 	21.2	 	 	 	15.4	 	 	 	9.4	 	 	 	3.2	 	 	 	(3.2	)
	20
	 	 	21.50	 	 	 	24.3	 	 	 	18.4	 	 	 	12.3	 	 	 	6.1	 	 	 	(0.4	)
	21
	 	 	21.50	 	 	 	24.3	 	 	 	18.4	 	 	 	12.3	 	 	 	6.1	 	 	 	(0.4	)
	22
	 	 	21.50	 	 	 	24.3	 	 	 	18.4	 	 	 	12.4	 	 	 	6.1	 	 	 	(0.4	)
	23
	 	 	21.50	 	 	 	24.3	 	 	 	18.4	 	 	 	12.4	 	 	 	6.1	 	 	 	(0.4	)
	24
	 	 	21.50	 	 	 	24.3	 	 	 	18.4	 	 	 	12.3	 	 	 	6.1	 	 	 	(0.4	)
	25
	 	 	21.50	 	 	 	24.3	 	 	 	18.4	 	 	 	12.3	 	 	 	6.1	 	 	 	(0.4	)
	26
	 	 	21.50	 	 	 	24.3	 	 	 	18.4	 	 	 	12.3	 	 	 	6.1	 	 	 	(0.4	)
	27
	 	 	12.00	 	 	 	14.7	 	 	 	9.1	 	 	 	3.3	 	 	 	(2.7	)	 	 	(8.8	)
	28
	 	 	12.00	 	 	 	14.5	 	 	 	8.9	 	 	 	3.1	 	 	 	(2.9	)	 	 	(9.0	)
	29
	 	 	12.00	 	 	 	15.5	 	 	 	9.8	 	 	 	4.0	 	 	 	(2.0	)	 	 	(8.2	)
	30
	 	 	12.00	 	 	 	14.7	 	 	 	9.1	 	 	 	3.3	 	 	 	(2.7	)	 	 	(8.9	)
	31
	 	 	12.00	 	 	 	15.3	 	 	 	9.6	 	 	 	3.8	 	 	 	(2.2	)	 	 	(8.4	)
	32
	 	 	12.50	 	 	 	18.8	 	 	 	13.1	 	 	 	7.2	 	 	 	1.1	 	 	 	(5.2	)
	33
	 	 	12.50	 	 	 	18.2	 	 	 	12.5	 	 	 	6.6	 	 	 	0.5	 	 	 	(5.7	)
	34
	 	 	12.50	 	 	 	18.6	 	 	 	12.8	 	 	 	6.9	 	 	 	0.9	 	 	 	(5.4	)
	35
	 	 	12.50	 	 	 	18.4	 	 	 	12.7	 	 	 	6.8	 	 	 	0.7	 	 	 	(5.6	)
	36
	 	 	12.50	 	 	 	18.6	 	 	 	12.8	 	 	 	6.9	 	 	 	0.9	 	 	 	(5.4	)
	37
	 	 	12.50	 	 	 	18.4	 	 	 	12.6	 	 	 	6.7	 	 	 	0.7	 	 	 	(5.6	)
	38
	 	 	13.00	 	 	 	22.7	 	 	 	16.9	 	 	 	10.9	 	 	 	4.7	 	 	 	(1.7	)
	39
	 	 	13.00	 	 	 	22.1	 	 	 	16.3	 	 	 	10.3	 	 	 	4.2	 	 	 	(2.2	)
	40
	 	 	13.00	 	 	 	23.3	 	 	 	17.4	 	 	 	11.4	 	 	 	5.2	 	 	 	(1.2	)
	41
	 	 	13.00	 	 	 	22.5	 	 	 	16.6	 	 	 	10.6	 	 	 	4.5	 	 	 	(1.9	)
	42
	 	 	13.00	 	 	 	23.2	 	 	 	17.4	 	 	 	11.4	 	 	 	5.2	 	 	 	(1.2	)
	43
	 	 	13.00	 	 	 	22.5	 	 	 	16.6	 	 	 	10.6	 	 	 	4.5	 	 	 	(1.9	)
	44
	 	 	13.50	 	 	 	26.2	 	 	 	20.2	 	 	 	14.2	 	 	 	7.9	 	 	 	1.4	 
	45
	 	 	13.50	 	 	 	26.5	 	 	 	20.6	 	 	 	14.5	 	 	 	8.2	 	 	 	1.7	 
	46
	 	 	13.50	 	 	 	27.1	 	 	 	21.1	 	 	 	15.0	 	 	 	8.7	 	 	 	2.2	 
	47
	 	 	13.50	 	 	 	28.2	 	 	 	22.2	 	 	 	16.1	 	 	 	9.8	 	 	 	3.2	 
	48
	 	 	13.50	 	 	 	28.0	 	 	 	22.0	 	 	 	15.8	 	 	 	9.5	 	 	 	3.0	 
	49
	 	 	13.50	 	 	 	27.4	 	 	 	21.4	 	 	 	15.3	 	 	 	9.0	 	 	 	2.5	 
	50
	 	 	22.25	 	 	 	15.3	 	 	 	9.6	 	 	 	3.8	 	 	 	(2.2	)	 	 	(8.5	)
	51
	 	 	22.00	 	 	 	18.3	 	 	 	12.5	 	 	 	6.6	 	 	 	0.5	 	 	 	(5.8	)
	52
	 	 	21.75	 	 	 	21.3	 	 	 	15.4	 	 	 	9.4	 	 	 	3.3	 	 	 	(3.1	)
	53
	 	 	21.50	 	 	 	24.3	 	 	 	18.4	 	 	 	12.3	 	 	 	6.1	 	 	 	(0.4	)
	54
	 	 	22.00	 	 	 	19.4	 	 	 	13.7	 	 	 	7.7	 	 	 	1.6	 	 	 	(4.8	)
	55
	 	 	12.00	 	 	 	14.7	 	 	 	9.1	 	 	 	3.3	 	 	 	(2.7	)	 	 	(8.9	)
	56
	 	 	12.50	 	 	 	18.6	 	 	 	12.8	 	 	 	6.9	 	 	 	0.9	 	 	 	(5.4	)
	57
	 	 	13.00	 	 	 	22.6	 	 	 	16.8	 	 	 	10.8	 	 	 	4.6	 	 	 	(1.8	)
	58
	 	 	13.50	 	 	 	26.7	 	 	 	20.7	 	 	 	14.6	 	 	 	8.3	 	 	 	1.8	 
	59
	 	 	12.50	 	 	 	20.4	 	 	 	14.6	 	 	 	8.7	 	 	 	2.5	 	 	 	(3.8	)






CERTAIN FEDERAL INCOME TAX CONSEQUENCES




     You should read Certain Federal Income Tax Consequences — General, — Giant Certificates
—Application of the Stripped Bond Rules and — Strips in the Offering Circular for a general
discussion of the anticipated material federal income tax consequences of owning an interest in a
Class of SCs.








C-3 









 








EXHIBIT D



GLOSSARY




     Covered Documents: The Offering Circular Supplement.



     Offering Documents: The Offering Circular together with the related Offering Circular
Supplement.



     Purchaser Information: The statement “to one or more funds and/or accounts managed by
affiliates of Cerberus Capital Management, L.P.” set forth in the last sentence on the cover of the
Offering Circular Supplement.






			
	 
	 
	 	Purchase Agreement






D-1