EX-10.14






Exhibit 10.14




EXECUTION COPY




July 29, 2008




Residential Funding Company, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attention: John Peterson




GMAC Mortgage, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attention: John Peterson




     Re: Waiver re: Post-Closing Requirements and Certain Prepayments



Ladies and Gentlemen:




          Reference is hereby made to that certain Loan Agreement (the “Loan Agreement”) dated
as of June 4, 2008 among Residential Funding Company, LLC and GMAC Mortgage, LLC as borrowers
(each, a “Borrower” and collectively, the “Borrowers”), Residential Capital, LLC,
GMAC Residential Holding Company, LLC, GMAC-RFC Holding Company, LLC, Homecomings Financial, LLC,
as guarantors, certain other affiliates of the Borrowers party thereto (together with the
Borrowers, each an “Obligor” and collectively, the “Obligors”), Wells Fargo Bank,
N.A. as first priority collateral agent and GMAC LLC as lender agent (in such capacity, the
“Lender Agent”) and as initial lender (in such capacity, the “Initial Lender”).
Capitalized terms used but not defined herein shall have the meanings given to such terms in the
Loan Agreement.




          Pursuant to Section 8.01(m) of the Loan Agreement, the Obligors are required to
satisfy each of the Post-Closing Requirements, in all material respects, in accordance with the
time frames listed on Schedule 8.01(m) of the Loan Agreement. As of the date hereof,
certain of the Post-Closing Obligations have not been satisfied. The Obligors have previously
requested and discussed with the Lender Agent the extension of the time frames for the Obligors’ to
satisfy the Post-Closing Requirements of the Loan Agreement and the waiver of any Default or Event
of Default that may occur as a result of the Obligors’ non-compliance with Section 8.01(m)
of the Loan Agreement, and this letter agreement confirms the agreement of the Obligors, the Lender
Agent and the Initial Lender with respect thereto.




          Provided that no Default or Event of Default has occurred with respect to any matter unrelated
to the time frames for the Post-Closing Requirements, this letter memorializes the agreement of the
Obligors, the Lender Agent and the Lenders to extend through and including the dates set out on
Schedule I hereto (the “Extension Period”) the Borrower’s compliance with the
various Post-Closing Requirements set forth in Section 8.01(m) of the Loan Agreement. If
the Obligors have materially satisfied Section 8.01(m) by the end of the Extension Period,
the
Lender Agent and Lenders agree that no Default or Event of Default will



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occur at the end of
the Extension Period in connection with Section 8.01(m) of the Loan Agreement.




     The Obligors have notified the Lender Agent of or otherwise acknowledged certain calculation
errors and other mistakes that occurred in connection with payments due under the Loan Agreement
(described below), and have requested that the Lender Agent and the Lenders waive any Event of
Default arising from calculation errors and related reporting mistakes, whether pursuant to
Section 2.05, Section 2.08(c) of the Loan Agreement or otherwise:




	 	(a)	 	payment of interest in the amount of $193,466.14 owed in
conjunction with a principal paydown in the amount of $190,584,034.70 (due July
8, 2008 and paid July 14, 2008); and
	 
	 	(b)	 	payment of principal associated with asset sales in the amount
of $11,083,493 (due July 15, 2008 and paid July 22, 2008).





          The Lender Agent and the Lenders do hereby waive any Default or Event of Default under the
Loan Agreement resulting from the foregoing failures to timely pay the amounts described above.




          Each of the Borrowers hereby represents and warrants that, except as set forth above, no
Default or Event of Default has occurred and is continuing. Except as specifically set forth in
this letter agreement, the Loan Agreement and the other Facility Documents remain in full force and
effect. Neither the execution, delivery nor effectiveness of this letter agreement shall operate
as a waiver of any Default or Event of Default (whether or not known to the Lender Agent or any
Lender) or any right, power or remedy of the Lender Agent or any Lender of any provision contained
in the Loan Agreement or any other Facility Document, whether as a result of any Default or Event
of Default or otherwise. Such waivers shall not create a course of dealing between the parties or
an understanding that a waiver of the occurrence of any other Default or Event of Default will be
granted in the future.




[signature pages follow]




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          This letter 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 all of
which when taken together shall constitute one and the same agreement. THIS LETTER 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).




	 	 	 	 	 
	 	Very truly yours,





GMAC LLC, as Lender Agent

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



	 	 	 	 	 
	 	GMAC LLC, as Lender

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



 









 







	 	 	 	 	 
	 	Acknowledged and Agreed the date first written above:





RESIDENTIAL FUNDING COMPANY, LLC, as borrower

 	 
	 	By  	 /s/ John M. Peterson
 	 
	 	 	      Name:  	John M. Peterson 
	 	 	      Title:  	Treasurer 
	 



	 	 	 	 	 
	 	GMAC MORTGAGE, LLC, as borrower

 	 
	 	By  	 /s/ John M. Peterson
 	 
	 	 	      Name:  	John M. Peterson 
	 	 	      Title:  	Assistant Treasurer 



 









 






	 	 	 	 	 



Schedule I




Extension Period




	 	 	 
	Post-Closing Requirement	 	Extension Period End Date
	A. Within 30 days of the Closing Date, the
Brazilian Security Documents.

	 	August 25, 2008
	 
	 	 
	B. Within 40 days of the Closing Date, the
Chilean Security Documents.

	 	August 25, 2008
	 
	 	 
	D. Within 25 days of the Closing Date, the
Canadian Custodial Agreement.

	 	August 15, 2008
	 
	 	 
	E. Within 25 days of the Closing Date, a share
charge executed by RFC and the First Priority
Collateral Agent with respect to GMAC RFC
Ireland Limited in substantially identical form
to the English Share Charge.

	 	July 7, 2008
	 
	 	 
	F. Within 25 days of the Closing Date, a share
charge executed by RFC and the First Priority
Collateral Agent with respect to GHS Global
Relocation UK Limited United Kingdom in
substantially identical form to the English
Share Charge.

	 	July 7, 2008
	 
	 	 
	I. Within 25 days of the Closing Date, all
documentation necessary to transfer all REO
Subsidiaries whose equity constitutes Primary
Collateral shall have been executed, delivered
and submitted for recording in the applicable
real estate recording office, together with all
necessary filing fees, taxes and similar
charges.

	 	August 20, 2008