SECOND
AMENDED AND RESTATED

     

    LIMITED
LIABILITY COMPANY AGREEMENT


     

    OF

     

    IB
FINANCE HOLDING COMPANY, LLC


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Second
Amended and Restated Limited Liability Company Agreement

    of

    IB
Finance Holding Company, LLC

     

    This
Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of IB
Finance Holding Company, LLC (the “Company”) is made and
entered into as of January 30, 2009, by and among the Company, GMAC LLC, a
Delaware limited liability company (“GMAC”), and
Residential Capital, LLC, a Delaware limited liability company (“ResCap”).  GMAC
and ResCap are referred to herein as the “Members.”

     

    WHEREAS,
the Company was organized pursuant to that certain Limited Liability Company
Agreement, dated as of November 20, 2006;

     

    WHEREAS,
in connection with the execution of that certain Amended and Restated Limited
Liability Company Agreement of the Company, dated March 31, 2008 (the “Prior Agreement”),
GMAC, ResCap and the Company entered into an Exchange Agreement, dated as of
March 31, 2008 (the “Exchange Agreement”),
pursuant to which the holder of certain preferred membership interests of ResCap
may, at any time after January 1, 2009, subject to the terms and conditions
thereof, elect to exchange all (but not less than all) of such preferred
membership interests into an equivalent number of the Class M Preferred Units
(as defined below) of the Company on a one-for-one basis (the “Exchange”);

     

    WHEREAS,
on the date hereof immediately prior to entering into this Agreement, GMAC,
ResCap and the Company effected the Exchange;

     

    WHEREAS,
upon the execution of this Agreement, (i) GMAC owns 2,000,000 Class A Common
Units (as defined below) and 806,344 Class M Preferred Units (as defined below)
and (ii) ResCap owns 1,193,656 Class M Common Units; and

     

    WHEREAS,
the Members desire to amend and restate the Prior Agreement in its entirety as
set forth in this Agreement.

     

    NOW,
THEREFORE, the Members agree as follows:

     

    ARTICLE
I

    ORGANIZATION

     

    1.1          Formation.  Pursuant
to the Delaware Limited Liability Company Act (the “Act”), as amended
from time to time, GMAC has formed a Delaware limited liability company
effective upon the filing of the Certificate of Formation for the Company with
the Delaware Secretary of State’s Office.

     

    1.2          Qualification.  GMAC
may qualify the Company, or register the Company under assumed or fictitious
name statutes or similar laws, in any other jurisdiction in which the Company
transacts or proposes to transact business and where such qualification or
registration is required or desirable, and GMAC or any duly authorized agent of
the Company may execute, deliver and file any certificates and other documents
and take any and all actions as may be necessary or desirable to obtain such
qualification or registration.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.3          Purposes.  The
purposes of the Company are to engage in any lawful act or activity for which a
limited liability company may be formed under the Act and to engage in any and
all activities necessary or incidental to the foregoing.

     

    1.4          Principal Office; Registered
Agent.

     

    (a)           The
principal office of the Company is located at 200 Renaissance Center, 12th Floor,
Detroit, MI 48265 or such other place as GMAC may select from time to
time.

     

    (b)           The
registered office of the Company is at the office of its registered agent at The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.  The name of the initial registered agent
of the Company is The Corporation Trust Company.  The principal
office, registered office and registered agent of the Company may be changed by
GMAC from time to time in accordance with the then applicable provisions of the
Act.  If the registered agent resigns, the Company will promptly
appoint a successor.

     

    1.5          Term.

     

    (a)           The
term of the Company commenced upon the filing of the Certificate of Formation
for the Company.

     

    (b)           The
term of the Company ends, and the Company will dissolve, on the first to occur
of the following events:

     

    
      	
               
      

            	
              (1)

            	
              the
      consent of the Members to dissolve the
Company;

            


    

     

    
      	
               
      

            	
              (2)

            	
              any
      event which, under this Agreement or the Act, results in the dissolution
      of the Company; or

            


    

     

    
      	
               
      

            	
              (3)

            	
              upon
      the entry of a final judgment, order or decree of a court of competent
      jurisdiction adjudicating the Company to be bankrupt, and the expiration
      of the period, if any, allowed by applicable law in which to appeal
      therefrom.

            


    

     

    ARTICLE
II

    CAPITAL CONTRIBUTIONS;
PROFITS AND LOSSES; DISTRIBUTIONS

     

    2.1          Interest in the Company;
Capital Contributions.

     

    (a)           Common
Units.  The Company shall have two classes of common
interests.  The Company shall be deemed to have issued 2,000,000 units
of Class A limited liability company interests (the “Class A Common
Units”) to GMAC, representing the voting limited liability company
interests of the Company held by GMAC as of the date of this
Agreement.  The Company shall be deemed to have issued 1,193,656 units
of Class M limited liability company interests (the “Class M Common
Units”, and collectively with the Class A Common Units, the “Common Units”) to
ResCap, representing the non-voting limited liability company interest of the
Company held by ResCap as of the date of this Agreement.


    
      
         


      

      
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    (b)          Preferred
Units.

     

    (i)            The
Company shall have one class of non-voting, non-cumulative, non-participating,
perpetual preferred interests (the “Class M Preferred
Units”, and collectively with the Common Units, the “Units”).  The
Company shall be deemed to have issued 806,344 Class M Preferred Units to
GMAC.

     

    (ii)            The
Class M Preferred Units shall, with respect to distribution rights and rights
upon liquidation, winding up or dissolution of the Company, rank senior to the
Class M Common Units.  The Class M Preferred Units shall have no
claims to any distributions (including distributions upon liquidation, winding
up or dissolution) of the Company attributable to the GMAC Business Unit (as
defined below).  For the avoidance of doubt, all distributions
(including distributions upon liquidation, winding up or dissolution) of the
Company attributable to the GMAC Business Unit shall be made solely to GMAC in
its capacity as the holder of Class A Common Units.

     

    (iii)            The
Company shall, if so directed by GMAC, redeem the Class M Preferred Units then
outstanding, in whole or in part, on any Distribution Payment Date, by
delivering at least 30 but not more than 60 days prior written notice to the
holder of such Class M Preferred Units. Any such redemption shall be for cash at
a redemption price equal to $1,000 per Class M Preferred Unit (the “Class M Preferred Unit
Redemption Price”), plus any authorized but unpaid Preferred
Distributions (as defined below).  The Class M Preferred Units may
only be redeemed from the proceeds of a Special Contribution; provided that, for
so long as ResCap is a Member of the Company, its board of directors (including
a majority of the ResCap Independent Directors), consents in
writing.  For purposes hereof, the “ResCap Independent
Directors” are the “independent directors” ResCap must at all times have
within the meaning of that certain Amended and Restated Operating Agreement,
dated November 27, 2006, among General Motors Corporation, GMAC and
ResCap.

     

    (c)          The
outstanding number of Units held by each Member on the date hereof is listed on
Schedule I
attached hereto, and such schedule shall be amended from time to time by GMAC to
reflect any change in the number of Units held by each Member in accordance with
this Agreement.


    (d)          Capital
Contributions.  The holders of Class M Common Units shall make
additional Capital Contributions as necessary to support and grow the assets and
businesses acquired by GMAC Automotive Bank from GMAC Bank (“Mortgage Business
Unit”) pursuant to the Purchase and Assumption Agreement between GMAC
Bank and GMAC Automotive Bank dated November 20, 2006 (the “Purchase Agreement”)
and any future business activities of the Mortgage Business
Unit.  Such holders shall, (i) for so long as ResCap is a Member of
the Company, if so directed by a majority of the ResCap Independent Directors,
or (ii) if ResCap is not a Member of the Company, if so directed by GMAC, make
one or more Capital Contributions to fund the redemption of Class M Preferred
Units (each, a “Special
Contribution”).  GMAC, in its capacity as the holder of Class A
Common Units, shall make additional Capital Contributions as necessary to
support and grow the assets and businesses conducted in GMAC Automotive Bank
prior to the purchase of the ResCap Business Unit pursuant to the Purchase
Agreement (“GMAC
Business Unit”) and any future business activities of the GMAC Business
Unit.  Capital Contributions of the holders of Class M Common Units
and GMAC in the aggregate shall be at a level sufficient to keep GMAC Bank, a
Utah-chartered bank, at a level of capitalization that qualifies as
“well-capitalized” under applicable federal banking laws or such higher level of
capitalization as may be required by the Federal Deposit Insurance Corporation
or the Utah Department of Financial Institutions (or applicable successor
regulatory authorities).  The holder of any Class M Preferred Units
shall not be required to make any additional Capital
Contributions.  For purposes of this Section 2.1, “Capital Contribution”
means the total amount of cash, other property, the use of property, services
rendered, promissory note or other binding written obligation to contribute cash
or property or perform services or other valuable consideration contributed to
the Company by each Member pursuant to the terms of this Agreement.

     

    
      
        
        

      

      
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    2.2          Capital
Accounts.  The Company will maintain an individual capital
account for each Member.  A Member’s capital account will be credited
with all Capital Contributions made by the Member and with all income and gain
(including any income from exempt federal income tax) allocated to a
Member.  A Member’s capital account will be charged with the amount of
all distributions made to the Member and with all losses and deductions
(including deductions attributable to tax-exempt income) allocated to the
Member.  The Company will maintain the Members’ capital accounts in
accordance with federal income tax accounting principles prescribed in Treasury
Regulations §1.704-1(b)(2).

     

    2.3          Additional
Members.  Subject to Section 8.5, no additional members will be
admitted to the Company without the consent of the Members.

     

    2.4          Profits and
Losses.  The profits and losses of the Company will be
determined as of the end of each calendar quarter.  The profits and
losses relating to the GMAC Business Unit will be allocated to GMAC in its
capacity as the holder of the Class A Common Units.  The profits and
losses relating to the Mortgage Business Unit will be allocated to the holders
of Class M Common Units and the holder of the Class M Preferred Units in a
manner such that the capital account of each holder of Class M Common Units and
the holder of the Class M Preferred Units, immediately after making such
allocation, and after taking into actual distributions made during such
allocation period (and distributions with respect to such allocation period to
be made after the end of such allocation period if the Board is able to
determine in good faith the manner in which such distributions will be made
pursuant to Sections 2.5 and 7.1, as appropriate), is, as nearly as
possible, equal (proportionately) to (i) the distributions that would be
made to such Member pursuant to Sections 2.5 and 7.1, as appropriate, if the
Company were to dissolve, its affairs wound up and its assets sold for cash
equal to their book value, all Company liabilities were satisfied (limited, with
respect to each nonrecourse liability, to the book value of the assets securing
the liability) and the net assets of the Company were distributed in accordance
with Sections 2.5 and 7.1, as appropriate, immediately after making such
allocation, minus (ii) such Member’s share of “minimum gain” and “partner
nonrecourse debt minimum gain” determined pursuant to Regulations
Section 1.704-2(g)(1) and 1.704-2(i)(5), computed immediately prior to the
hypothetical sale of assets, if any.


    
      
         


      

      
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    2.5          Distributions.  (a)
The holders of the Class M Preferred Units shall be entitled to receive, when
and as authorized by the Board, out of Distributable Cash (as defined below),
cash distributions (the “Preferred
Distributions”) at the rate of 10% per annum on the Class M Preferred
Unit Redemption Price, and such distributions shall be payable quarterly on
January 1, April 1, July 1 and October 1 of each year (each, a “Distribution Payment
Date”, and each such quarter, a “Distribution
Period”).  The Preferred Distributions shall be non-cumulative,
and any amounts of such distributions that are not authorized by the Board to be
paid during a Distribution Period shall not be carried over to subsequent
Distribution Periods.

     

    (b)          The
Company will distribute Distributable Cash to the Members holding Common Units
on a quarterly basis or as otherwise approved by the Members holding Common
Units; provided that no distributions shall be made to any Member holding Class
M Common Units so long as any Class M Preferred Units are outstanding and any
Preferred Distributions for the then-current Distribution Period have not been
authorized or any Preferred Distributions that have been authorized (whether or
not for the then-current Distribution Period) remain unpaid (and sufficient
funds have not been set aside for such payments).

     

    (c)          Notwithstanding
any provision of this Agreement to the contrary, no distributions shall be
declared or paid if and when the Company is Insolvent or would be rendered
Insolvent by the distribution. For purposes of this Section 2.5, “Insolvent” means such
time as when the value of the Company’s assets become less than the sum of its
liabilities or the Company becomes unable to pay its debts as they become due in
the usual course of business.

     

    (d)          For
purposes of this Section 2.5, “Distributable Cash”
means that portion of the cash and cash equivalent assets of the Company which,
in light of the Company’s then current and foreseeable sources of, and needs
for, cash, exceeds the amount of cash needed by the Company, as determined by a
majority of the Board, to (i) service its debts and obligations in a timely
fashion, (ii) maintain adequate working capital and reserves, and (iii) conduct
its business and carry out its purposes.

     

    2.6          Issuance.  The
Company shall not issue any Class M Preferred Units or any Common Units to any
person without the consent of all Members.

     

    ARTICLE
III

    MANAGEMENT

     

    3.1          Responsibility; Meetings of
the Members; Delegation of Responsibility to a Board of Directors; Delegation of
Responsibility to a Committee.

     

    (a)           Except
as otherwise provided in this Agreement or the Act, all of the business and
affairs of the Company will be managed solely by GMAC, and no other Member shall
have any voting rights, consent rights or other rights of approval or
disapproval.  Except as otherwise provided in the Act, the holder of
the Class M Preferred Units shall not have any voting rights or other rights to
participate in the management or control of the Company’s business or act for or
bind the Company.  The Members of the Company are not required to hold
an annual meeting of the Members.


    
      
         


      

      
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    (b)           At
its sole discretion, GMAC may delegate the management of the business and
affairs of the Company to a Board of Directors (the “Board”), consisting
of one or more persons selected by GMAC.  Whether to delegate
management to a Board and, if so, the composition of the Board, will be
determined from time to time by GMAC in its sole discretion. GMAC may, however,
in its sole discretion, disband the Board and resume management of the Company
at any time.  GMAC has determined to delegate management
responsibility to a Board until such time as GMAC, in its sole discretion,
determines otherwise.  As of the date hereof the Board consists of the
individual listed on Exhibit A attached
hereto.

     

    (c)           The
Board may, by resolution passed by a majority of the Board, designate one or
more committees (“Committees”), which
may consist of one or more of the members of the Board.  To the extent
provided in any resolution of the Board and to the extent permissible under the
laws of the State of Delaware, any such Committee has and may exercise all the
powers and authority expressly delegated by the Board in the management of the
business and affairs of the Company.  The members of such Committees
may be elected at such time as the Board may determine in its sole
discretion.  Vacancies in any Committee may be filled at such time and
in such manner as the Board determines.  Except to the extent
otherwise provided in this Agreement or any resolution of the Board, each
Committee may fix its own rules of procedure, including (but not limited to)
rules of procedure relating to quorum, vote required for action, the holding of
meetings, and similar matters.

     

    3.2          Election; Resignation:
Vacancies.  GMAC has elected the current Board member listed on
Exhibit A, who
will hold office until the election and qualification by GMAC of such Board
member’s successor. Any member of the Board may resign at any time pursuant to
Section 5.5.  Any vacancy occurring in the Board prior to the end of a
stated term for any reason (including resignation) or any newly created
directorships resulting from an increase in number of directors pursuant to
resolution or consent of GMAC may be filled by either GMAC or by action of a
majority of the remaining Board members, notwithstanding the fact that such
majority may be less than a quorum.  Each Board member so elected will
hold office concurrent with the term of other remaining Board members or until
his successor is elected and qualified.  Notwithstanding the
foregoing, GMAC may, in its sole and absolute discretion, remove one or more of
the Board members at any time, for any reason, with or without
cause.

     

    3.3          Regular
Meetings.  Unless otherwise determined by resolution of the
Board or by GMAC, meetings of the Board for the election of officers and the
transaction of such other business as may come before it may be held with or
without notice at such places and times as the Board may determine from time to
time.

     

    3.4          Special
Meetings.  Special meetings of the Board for any purpose may be
called at any time by either GMAC, one or more Board members, the President or
the Secretary.  The Secretary will give notice of a special meeting of
the Board to all Board members at least twenty-four hours before the special
meeting.

     

    3.5          Quorum; Vote Required for
Action.  At all meetings of the Board, one-third of the full
Board constitutes a quorum for the transaction of business.  Except in
cases in which the Act, the Certificate of Formation or this Agreement otherwise
provide, the vote of a majority of the Board members present at a meeting at
which a quorum is present constitutes the act of the Board.


    
      
         


      

      
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    3.6          Organization.

     

    (a)           The
Board will annually elect one of its members to be Chairman of the Board and
will fill any vacancy in the position of Chairman of the Board at such time and
in such manner as the Board determines.  The Chairman of the Board may
but need not be an officer of, or employed in an executive or any other capacity
by, the Company.

     

    (b)           The
Chairman of the Board will preside at meetings of the Board and lead the Board
in fulfilling its responsibilities.

     

    (c)           The
Board may also elect one of its members as Vice Chairman of the Board who will
have such duties and responsibilities as are provided by this Agreement or may
be directed by the Board or the Chairman of the Board.

     

    (d)           In
the absence of the Chairman of the Board, the Vice Chairman, or in his absence,
a Board member selected by the Board members present, will preside at meetings
of the Board.  The Secretary of the Company will act as secretary of
the meetings of the Board, but in his absence the presiding officer may appoint
a secretary for the meeting.

     

    3.7          Action by Consent of
Directors.  Unless otherwise restricted by the Act, the
Certificate of Formation of the Company or this Agreement, any action required
or permitted to be taken at any meeting of the Board, or of any Committee
thereof, may be taken without a meeting if all of the members of the Board or
such Committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board or
Committee.

     

    3.8          Action by Consent of
GMAC.  Any action required or permitted to be taken by an
annual or special meeting of the Members may be taken without prior notice, and
without a vote, if consent in writing, setting forth the action so taken, is
signed by GMAC.  Every written consent will bear the date and
signature of GMAC.

     

    3.9          Telephonic Meetings
Permitted.  Members of the Board or any Committee designated by
the Board may participate in a meeting of the Board or such Committee by means
of telephone or video conference call or similar communications whereby all
persons participating in the meeting can hear each
other.  Participation in a meeting pursuant to this provision
constitutes presence in person at such meeting.

     

    3.10          Limitations on
Powers.  Notwithstanding any provision of this Agreement to the
contrary, neither the Board members nor any officer will, without the consent of
GMAC, take any act, expend any sum, make any decision, incur any obligation or
exercise any power on behalf of the Company with respect to: (a) the Company
becoming an owner, partner, member, shareholder of any partnership, limited
liability company, or corporation; (b) any merger, consolidation, or sale of 51%
or more of the gross assets of the Company; (c) any amendment or restatement of
the organizational documents or this Agreement, except to correct scrivener’s
errors that do not change the meaning of the provisions in such organizational
documents or this Agreement; (d) any change in the character of the business and
affairs of the Company; (e) the commission of any act that would make it
impossible for the Company to carry on its ordinary business and affairs; or (f)
any act that would contravene any provision of the Certificate of Formation,
this Agreement, or the Act.


    
      
         


      

      
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    3.11          Standard of
Care.  The Board will discharge its duties in good faith, with
the care an ordinarily prudent person in a like position would exercise under
similar circumstances, and in a manner that he or she reasonably believes to be
in the best interests of the Company.

     

    3.12          Self
Dealing.  The Members and any Affiliate of the Members may deal
with the Company, directly or indirectly, as vendor, lender, purchaser,
employee, agent or otherwise.  No contract or other act of the Company
will be voidable or affected in any manner by the fact that a Member or an
Affiliate of a Member is directly or indirectly interested in such contract or
other act apart from its interest as Member, nor will a Member or its Affiliate
be accountable to the Company or the other Member in respect of any profits
directly or indirectly realized by it by reason of such contract or other act,
and the interested Member will be eligible to vote or take any other action as
Member in respect of such contract or other act as it would be entitled were its
Affiliate not interested therein.  Notwithstanding the foregoing
provisions of this Section 3.12, (a) any such contract or other dealings between
the Company and a Member or its Affiliate will be on an arm’s length basis
between the parties and on commercially reasonable terms, and (b) a Member will
not receive or hold any property of the Company as collateral security in
respect of any claim against the Company.  For purposes of this
section, “Affiliate” means any person or entity directly or indirectly
controlling, controlled by, or under common control with, a Member.
Notwithstanding the foregoing, the parties acknowledge that any contracts or
other dealings between the Company and a subsidiary bank will be subject to
Sections 23A and 23B of the Federal Reserve Act.

     

    ARTICLE
IV

    BOOKS, RECORDS AND
ACCOUNTING

     

    4.1          Books and
Records.  The names, addresses and Capital Contributions of the
Members shall be reflected in the books and records.  The Company will
maintain complete and accurate books and records of its business and affairs,
including the capital accounts, as required by the Act.  The Company
will maintain separate books and records for the Mortgage Business Unit and the
GMAC Business Unit for management reporting purposes and to ensure accurate
Capital Contributions from, and allocation of profits and losses to, each of the
Members.  The Members will have complete access to all books and
records of the Company at the Company’s principal office during normal business
hours.

     

    4.2          Fiscal Year;
Accounting.  The Company’s fiscal year is the calendar
year.

     

    4.3          Signatures on Checks and
Negotiable Instruments.  All checks, drafts, bills of exchange,
acceptances, promissory notes, and other negotiable instruments made, accepted,
or endorsed by the Company, and all bonds, stocks, and other securities owned or
held by the Company, on transfer and delivery for sale or otherwise, will, as to
either execution, endorsement or both, be signed in such manner as GMAC, the
Board or any Committee thereof, may from time to time direct.


    
      
         


      

      
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    ARTICLE
V

    OFFICERS

     

    5.1          Elected
Officers.  The Board will elect as officers of the Company: a
Chairman of the Board, a President and a Secretary.  The Board may
also elect persons to hold such other offices as the Board determines, including
one or more executive vice presidents and group vice
presidents.  Except as otherwise provided in this Agreement, the
President has the powers, authority, and responsibilities provided in this
Article V and the officers, other than the President, each have, in addition to
the powers, authority and responsibilities of those officers otherwise provided
herein, such powers, authority and responsibilities as the Board or the
President may determine.  A person may hold any number of offices.
Elected officers will hold their offices at the pleasure of the Board, or until
their earlier resignation.  The officers of the Company as of the date
hereof are set forth in Exhibit B
hereto.

     

    5.2          President.  The
President is the chief executive of the Company and has the general executive
responsibility for the conduct of the business and affairs of the
Company.  The President has general supervision and management powers
usually vested in the chief executive officer of a company and must exercise
such other powers, authority and responsibilities as the Board may
determine.  In the absence or during the physical disability of the
President, the Board will designate an officer to exercise the powers,
authority, and responsibilities of the President.

     

    5.3          Secretary.  The
Secretary will keep the minutes of all meetings of the Members related to the
Company and of the Board.  The Secretary will give all required
notices, have charge of such books and papers as the Board may require, and
record all votes.  The Secretary will submit such reports to the Board
or as the Board may require.  Any action or duty required to be
performed by the Secretary may be performed by an assistant
secretary.

     

    5.4          Subordinate
Officers.  The Board may from time to time appoint one or more
assistant secretaries and such other subordinate officers as the Board may deem
advisable.  Such subordinate officers will have such powers, authority
and responsibilities as the Board may from time to time
determine.  The Board may grant to the President the power and
authority to appoint subordinate officers and to prescribe their respective
terms of office, powers, authority and responsibilities.  Each
subordinate officer holds his or her position at the pleasure of the Board, the
President, and any other officer to whom such subordinate officer
reports.  In the interval between annual meetings of the Board, the
President has the power and authority to appoint such subordinate
officers.  Such subordinate officers will serve until at least the
first meeting of the Board immediately following the annual meeting of the
Member.

     

    5.5          Resignation, Removal,
Suspension and Vacancies.

     

    (a)           Any
officer or director may resign at any time by giving written notice to the
Chairman of the Board, the President, or the Secretary.  Unless
otherwise stated in a notice of resignation, the acceptance of such notice is
not necessary to make it effective; and such notice of resignation will take
effect at the time specified therein or, in the absence of such specification,
it will take effect upon the receipt thereof.  Any director or officer
may be removed by GMAC at any time, with or without cause.


    
      
         


      

      
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    (b)           Any
officer elected by the Board may be suspended or removed at any time by the
affirmative vote of a majority of the whole Board.  Any subordinate
officer of the Company appointed by the Board or the President may be suspended
or removed at any time by a majority vote of a quorum of the Board or by the
President or any other officer to whom such subordinate officer
reports.

     

    (c)           The
President may suspend the powers, authority, responsibilities, and compensation
of any elected officer or appointed subordinate officer for a period of time
sufficient to permit the Board a reasonable opportunity to consider and act upon
a resolution relating to the reinstatement, further suspension, or removal of
such person.

     

    (d)           As
appropriate, the Board and/or the President may fill any vacancy created by the
resignation, death, retirement, or removal of an officer in the same manner as
provided for the election or appointment of such person.

     

    ARTICLE
VI

    INDEMNIFICATION

     

    6.1          Right to
Indemnification.

     

    (a)           Subject
to the other provisions of this Article VI, the Company will indemnify and
advance expenses to every Board member and every officer of the Company
appointed pursuant to Article V, and may indemnify and advance expenses to an
employee of the Company who is not a Board member or officer appointed pursuant
to Article V (and to such person’s heirs, executors, administrators or other
legal representatives) in the manner, and to the fullest extent permitted by
applicable law as it presently exists, or may hereafter be amended, against any
and all amounts (including judgments, fines, payments in settlement, attorneys’
fees and other expenses) actually and reasonably incurred by or on behalf of
such person in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative, investigative, formal or
informal (other than an action by or in the right of the Company) (a “Proceeding”), in
which such Board member or officer was or is made or is threatened to be made a
party or is otherwise involved by reason of the fact that such person is or was
a Board member or officer of the Company, or is or was serving at the request of
the Company as a Board member, officer, employee, fiduciary or member of any
other corporation, partnership, joint venture, trust, organization or other
enterprise.  The Company is not required to indemnify a person in
connection with a proceeding initiated by such person if the proceeding was not
authorized by the Board.  Notwithstanding the foregoing to the
contrary, no indemnification will be provided to any Board member, officer or
employee for or in connection with (i) actions taken in violation of this
Agreement; (ii) actions constituting fraud, willful misconduct, or gross
negligence; (iii) receipt of a financial benefit to which such Board member,
officer or employee is not entitled; or (iv) a knowing violation of
law.

     

    (b)           Notwithstanding
any provision of this Agreement to the contrary, any indemnification will be
fully subordinated to any obligations respecting the property or assets of the
Company and will not constitute a claim against the Company if cash flow is
insufficient to pay such obligations.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    6.2          Advancement of Expenses of
Directors and Officers.  The Company will pay the expenses of
Board members and officers, and may, in its discretion, pay the expenses of
employees, incurred in defending any proceeding in advance of its final
disposition, provided, however, that the payment of expenses incurred in advance
of the final disposition of the proceeding will be made only upon receipt of an
undertaking by the Board member, officer or employee to repay all amounts
advanced if it should be ultimately determined that such Board member, officer,
or employee is not entitled to be indemnified under this Article VI or
otherwise.

     

    6.3          Claims by Officers or
Directors.  If a claim for indemnification or advancement of
expenses by an officer or Board member under Article VI of this Agreement is not
paid in full within ninety days after a written claim therefor has been received
by the Company, the claimant may file suit to recover the unpaid amount of such
claim and, if successful in whole or in part, is entitled to be paid the expense
of prosecuting such claim.  In any such action, the Company has the
burden of proving that the claimant was not entitled to the requested
indemnification or advancement of expenses under applicable law.

     

    6.4          Non-Exclusivity
Rights.  The rights conferred on any person by this Article VI
are not exclusive of any other rights that such person may now have or hereafter
acquire under any statute, provision of the Articles, this Agreement, action of
the Member or disinterested Board members, or otherwise.

     

    6.5          Other
Indemnification.  The Company’s obligation, if any, to
indemnify any person who was or is serving at its request as a director, officer
or employee of another corporation, partnership, joint venture, trust,
organization or other enterprise will be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, organization or other enterprise.

     

    6.6          Insurance.  The
Board may, to the fullest extent permitted by applicable law, authorize an
appropriate officer or officers to purchase and maintain at the Company’s
expense insurance: (a) to indemnify the Company for any obligation that it
incurs as a result of the indemnification of Board members, officers and
employees under the provisions of this Article VI; and (b) to indemnify or
insure Board members, officers and employees against liability in instances in
which they may not otherwise be indemnified by the Company under the provisions
of this Article VI.

     

    6.7          Modification or
Repeal.  Any modification or repeal of the foregoing provisions
of this Article VI will not adversely affect any right or protection hereunder
of any person in respect of any act or omission occurring prior to the time of
such modification or repeal.

     

    ARTICLE
VII

    DISSOLUTION AND WINDING
UP

     

    7.1          Winding Up and Liquidation
of the Company.

     

    Upon the
dissolution of the Company, GMAC will wind up the affairs of the Company,
liquidate the property and assets of the Company, and apply and distribute the
proceeds of such liquidation in the following priority:


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (1)

            	
              to
      the expenses of liquidation;

            


    

     

    
      	
               
      

            	
              (2)

            	
              to
      the payment of all debts and liabilities of the Company, including debts
      owed to the Members and taxes;

            


    

     

    
      	
               
      

            	
              (3)

            	
              to
      the establishment of such reserves as GMAC deems necessary or advisable to
      provide for any contingent or unforeseen liabilities or obligations of the
      Company, except, that after the expiration of such period of time as GMAC
      deems appropriate, the balance of such reserves remaining after payment of
      such contingencies will be distributed in the manner hereinafter set
      forth;

            


    

     

    
      	
               
      

            	
              (4)

            	
              to
      the holder of the Class M Preferred Units in an amount equal to the Class
      M Preferred Unit Redemption Price, multiplied by the number of Class M
      Preferred Units then held by such person, plus any authorized but unpaid
      Preferred Distributions; and

            


    

     

    
      	
               
      

            	
              (5)

            	
              any
      remaining proceeds will be distributed on a pro rata basis to GMAC (in its
      capacity as the holder of the Class A Common Units) and the holders of
      Class M Common Units (including GMAC in its capacity as a holder of Class
      M Common Units) based on the amounts in each Member’s capital account at
      the time of dissolution.

            


    

     

    7.2          Certificate of
Cancellation.  After the affairs of the Company have been wound
up and the Company terminated, the Company will execute and file a certificate
of cancellation with the Secretary of State of Delaware.

     

    ARTICLE
VIII

    MISCELLANEOUS

     

    8.1          Notice.  Any
notice required to be given by this Agreement may be given personally, by
facsimile, or in writing by delivery to the United States postal system in a
postpaid envelope directed to such address as appears in the records of the
Company, or, in default of other address, to the general post office in
Wilmington, New Castle County, Delaware. Such notice will be deemed to be given
at the time of receipt of such notice, except as otherwise provided in this
Agreement.

     

    8.2          Waiver of
Notice.  Whenever any notice is required to be given, a waiver
thereof in writing, signed by the person or persons entitled to the notice,
whether before or after the time stated therein, will be deemed equivalent
thereto.  Attendance of a person at a meeting constitutes a waiver of
notice of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Members or Board need be specified in
any written waiver of notice.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    8.3          Form of
Records.  Any records maintained by the Company in the regular
course of its business, including its books of account and minute books, may
be kept on, or be
in the form of, punch cards, magnetic tape, photographs, microphotographs, or
any other information storage device, provided that the records so kept can be
converted into clearly legible form within a reasonable time.

     

    8.4          Amendment of this
Agreement.  The Members may adopt, amend or repeal this
Agreement by mutual agreement.

     

    8.5          Assignment.  Each
Member may at any time assign in whole or in part its limited liability company
interest in the Company.  If any Member transfers all or any portion
of its interest in the Company as permitted by this Section 8.5, the
transferee shall be admitted to the Company upon its execution of an instrument
signifying its agreement to be bound by the terms and conditions of this
Agreement.  Such admission shall be deemed effective immediately prior
to the transfer, and, immediately following such admission, in the event of the
transfer of all of a Member’s interest in the Company, such transferor Member
shall cease to be a member of the Company.

     

    8.6          Terms.  Nouns
and pronouns will be deemed to refer to the masculine, feminine, neuter,
singular and plural, as the identity of the person(s), firm, or corporation may
in the context require.

     

    8.7          Article and Section
Headings.  The headings in this Agreement are inserted for
clarification and identification only, and are in no way intended to describe,
interpret, define, or limit the scope or intent of any of the provisions of this
Agreement.

     

    8.8          Governing
Law.  This Agreement is governed by, and construed and enforced
in accordance
with, the laws of Delaware.

     

    8.9          Construction.  As
noted in Section 3.1, GMAC has delegated responsibility for management of the
Company to the Board.  If at any time, however, GMAC decides to
disband the Board and resume management of the Company, then all references to
“Board” or “Board of Directors” herein will be deemed to be references to GMAC,
where appropriate.

     

    (signature
page to follow)

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    
      
        
          
            
              
                
                  
                    	
                            GMAC
      LLC

                          
	
                            a
      Delaware limited liability company, Member

                          
	 
      	 
      
	
                            By:

                          	 /s/
      Robert S. Hull 
	 
      	
                                 
      Name: Robert S. Hull

                          
	 
      	
                                 
      Title:   EVP and Chief Financial Officer

                          
	 
      	 
      
	
                            RESIDENTIAL
      CAPITAL, LLC

                          
	
                            a
      Delaware limited liability company, Member

                          
	 
      	 
      
	
                            By:

                          	 /s/
      James N. Young 
	 
      	
                                 
      Name: James N. Young

                          
	 
      	
                                 
      Title:   Chief Financial
Officer

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    EXHIBIT
A

    


    Board of
Directors

     

    As of January 30,
2009


     

    William
F. Muir


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    EXHIBIT
B

    


    Officers

     

    As of January 30,
2009

     

    
      
        
          	
                  William
      F. Muir

                	
                  President
      and Chairman of the Board

                
	
                  Cathy
      L. Quenneville

                	
                  Secretary

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
I

    Outstanding Units Held by
Members

     

    As of January 30,
2009

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Class of Units

                                      	 	
                                        Name and Address

                                      	 	
                                        Number of Units

                                      	 
	 
      	 	 
      	 	 	 
	
                                        Class
      A Common

                                      	 	
                                        GMAC
      LLC

                                        767
      5th
      Avenue, 24th
      Floor

                                        New
      York, NY  10171

                                      	 	 	2,000,000	 
	 
      	 	 
      	 	 	 	 
	
                                        Class
      M Common

                                      	 	
                                        Residential
      Capital, LLC

                                        1
      Meridian Crossings, 

                                        Minneapolis,
      MN 55423

                                      	 	 	1,193,656	 
	 
      	 	 
      	 	 	 	 
	
                                        Class
      M Preferred

                                      	 	
                                        GMAC
      LLC

                                        767
      5th
      Avenue, 24th
      Floor

                                        New
      York, NY  10171

                                      	 	 	806,344