EX-10.10






Exhibit 10.10




EXECUTION VERSION




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.
	 
	 	 	“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




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	 	 	 	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 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.




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Part 3. Agreement to Deliver Documents.



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 delivered	 	Section 3(d)
	deliver document	 	Form/Document/Certificate	 	 	 	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
	 	No






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

	 	 	 	delivered to the
Lender Agent on
behalf of the
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



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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.




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	(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.




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	(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:




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	 	 	“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:






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




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






10









 








EXECUTION VERSION




     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:

	 	/s/ David C. Walker
	 	 	 	By:
	 	/s/ Elizabeth T. Kelly
	 

	 	Name: David C. Walker
	 	 	 	 	 	Name: Elizabeth T. Kelly
	 

	 	Title: Group Vice President & Treasurer
	 	 	 	 	 	Title: Assistant Treasurer






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






FX Forward




2









 








	 	 	 
	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.






FX Forward




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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]



FX Forward





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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:  	 	 



 









 







	 	 	 	 	 



Accepted
and confirmed as of
the date first above written:




RESIDENTIAL CAPITAL, LLC




	 	 	 
	By
	 	 
	 

	 	Name:







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