RESIDENTIAL CAPITAL, LLC Contracts & Agreements

FIRST AMENDMENT TO ISDA MASTER AGREEMENT (Filed With SEC on August 7, 2009)

TRANSITION SERVICES AGREEMENT (Filed With SEC on August 7, 2009)

Signature Page Follows (Filed With SEC on August 7, 2009)

SIXTH AMENDMENT To Loan Agreement Dated as of May 19, 2009 (Filed With SEC on August 7, 2009)

SECOND AMENDMENT AGREEMENT To Pledge and Security Agreement and Irrevocable Proxy Dated as of May 19, 2009 by and among RFC ASSETHOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC... (Filed With SEC on August 7, 2009)

CUSTODIAL AGREEMENT (Filed With SEC on August 7, 2009)

FIRST AMENDMENT AGREEMENT To Omnibus Pledge and Security Agreement and Irrevocable Proxy Dated as ofMay 19, 2009 by and among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET... (Filed With SEC on August 7, 2009)

WAIVER AND SEVENTH AMENDMENT TO LOAN AGREEMENT (Filed With SEC on August 7, 2009)

WAIVER AND AMENDMENT TO GUARANTEE (Filed With SEC on August 7, 2009)

EIGHTH AMENDMENT AGREEMENT Dated as of May 29, 2009 by and among (Filed With SEC on August 7, 2009)

$370,000,000 (Filed With SEC on August 7, 2009)

PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (Filed With SEC on August 7, 2009)

EIGHTH AMENDMENT To Loan Agreement Dated as of June 1, 2009 (Filed With SEC on August 7, 2009)

THIRD AMENDMENT AGREEMENT To Pledge and Security Agreement and Irrevocable Proxy Dated as of June 1, 2009 by and among RFC ASSETHOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC... (Filed With SEC on August 7, 2009)

SECOND AMENDMENT AGREEMENT To Omnibus Pledge and Security Agreement and Irrevocable Proxy Dated as ofJune 1, 2009 by and among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET... (Filed With SEC on August 7, 2009)

FIRST AMENDMENT TO THE GUARANTEE AND MASTER NETTING AGREEMENT Dated as of June 1, 2009 (Filed With SEC on August 7, 2009)

AMENDMENT dated as of June 1, 2009 between (Filed With SEC on August 7, 2009)

AMENDMENT NO. 9 TO THE LOAN AND SECURITY AGREEMENT Dated as of June 1, 2009 (Filed With SEC on August 7, 2009)

FIRST AMENDMENT AGREEMENT To Pledge and Security Agreement and Irrevocable Proxy Dated as of June 5, 2009 by and among RFC ASSETHOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC... (Filed With SEC on August 7, 2009)

FOURTH AMENDMENT AGREEMENT To Pledge and Security Agreement and Irrevocable Proxy Dated as of June 5, 2009 by and among RFC ASSETHOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC... (Filed With SEC on August 7, 2009)

THIRD AMENDMENT AGREEMENT To Omnibus Pledge and Security Agreement and Irrevocable Proxy Dated as ofJune 5, 2009 by and among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET... (Filed With SEC on August 7, 2009)

FIRST AMENDMENT To Credit Agreement Dated as of June 12, 2009 (Filed With SEC on August 7, 2009)

NINTH AMENDMENT To Loan Agreement Dated as of June 12, 2009 (Filed With SEC on August 7, 2009)

AMENDMENT NO. 10 TO THE (Filed With SEC on August 7, 2009)

NINTH AMENDMENT AGREEMENT Dated as of June 30, 2009 by and among (Filed With SEC on August 7, 2009)

SECOND AMENDMENT To Credit Agreement Dated as of June 30, 2009 (Filed With SEC on August 7, 2009)

SECOND AMENDMENT AGREEMENT To Pledge and Security Agreement and Irrevocable Proxy Dated as of June 30, 2009 by and among RFC ASSETHOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC... (Filed With SEC on August 7, 2009)

TENTH AMENDMENT To Loan Agreement Dated as of June 30, 2009 (Filed With SEC on August 7, 2009)

FIFTH AMENDMENT AGREEMENT To Pledge and Security Agreement and Irrevocable Proxy Dated as of June 30, 2009 by and among RFC ASSETHOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC... (Filed With SEC on August 7, 2009)

FOURTH AMENDMENT AGREEMENT To Omnibus Pledge and Security Agreement and Irrevocable Proxy Dated as ofJune 30, 2009 by and among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET... (Filed With SEC on August 7, 2009)

AMENDMENT NO. 11 TO THE (Filed With SEC on August 7, 2009)

SECOND AMENDMENT AGREEMENT To First Priority Pledge and Security Agreement and Irrevocable Proxy Dated as ofJanuary 14, 2009 by and among RESIDENTIAL FUNDING COMPANY, LLC, GMAC... (Filed With SEC on May 11, 2009)

THIRD AMENDMENT AGREEMENT To First Priority Pledge and Security Agreement and Irrevocable Proxy Dated as ofJanuary 30, 2009 by and among RESIDENTIAL FUNDING COMPANY, LLC, GMAC... (Filed With SEC on May 11, 2009)

UNIT ASSIGNMENT ASSIGNMENT AND ASSUMPTION OF LIMITED LIABILITY COMPANY INTERESTS (Filed With SEC on May 11, 2009)

CERTIFICATE OF FORGIVENESS OF INDEBTEDNESS OF RESIDENTIAL CAPITAL, LLC (Filed With SEC on May 11, 2009)

ISDA® International Swaps and Derivatives Association, Inc. (Filed With SEC on May 11, 2009)

Supplemental Terms andConditions (Filed With SEC on May 11, 2009)

GUARANTEE AND MASTER NETTING AGREEMENT (Filed With SEC on May 11, 2009)

OMNIBUS PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLEPROXY dated as of March 18, 2009 among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC RESIDENTIAL CAPITAL, LLC... (Filed With SEC on May 11, 2009)

FOURTH AMENDMENT (Filed With SEC on May 11, 2009)

FIRST AMENDMENT AGREEMENT (Filed With SEC on May 11, 2009)

AMENDMENT NO. 8 TO THE (Filed With SEC on May 11, 2009)

FIFTH AMENDMENT Dated as of March 31, 2009 by and among (Filed With SEC on May 11, 2009)

SIXTH AMENDMENT AGREEMENT Dated as of March 31, 2009 by and among (Filed With SEC on May 11, 2009)

MEMBERSHIP INTEREST AND SHARE PURCHASE AGREEMENT (Filed With SEC on May 11, 2009)

ADMINISTRATIVE SERVICES AND FACILITIES AGREEMENT (Filed With SEC on May 11, 2009)

FIRST ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT (Filed With SEC on May 11, 2009)

SECOND ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT (Filed With SEC on May 11, 2009)

THIRD ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT (Filed With SEC on May 11, 2009)

ISDA® International Swap Dealers Association, Inc. MASTER AGREEMENT (Filed With SEC on May 11, 2009)

CLIENT CONTRACT (Filed With SEC on May 11, 2009)

Amendment to Client Contract (Filed With SEC on May 11, 2009)

Residential Mortgage Loans and Home Equity Loans /Lines of Credit between (Filed With SEC on May 11, 2009)

BROKER AGREEMENT (Filed With SEC on May 11, 2009)

SERVICING AGREEMENT (Filed With SEC on May 11, 2009)

ADDENDUM TO SERVICING AGREEMENT (Filed With SEC on May 11, 2009)

SECOND ADDENDUM TO SERVICING AGREEMENT (Filed With SEC on May 11, 2009)

THIRD ADDENDUM TO SERVICING AGREEMENT (Filed With SEC on May 11, 2009)

FOURTH ADDENDUM TO SERVICING AGREEMENT (Filed With SEC on May 11, 2009)

LOAN AGREEMENT (Filed With SEC on February 27, 2009)

PLEDGE AND SECURITY AGREEMENT (Filed With SEC on February 27, 2009)

SHARE PURCHASE AGREEMENT between GMAC RESIDENTIAL FUNDING OF CANADA, LIMITED, (Filed With SEC on February 27, 2009)

TRANSITION SERVICES AGREEMENT (Filed With SEC on February 27, 2009)

EMPLOYEE LEASING AGREEMENT (Filed With SEC on February 27, 2009)

<Remainder of this page left intentionally blank> (Filed With SEC on February 27, 2009)

TERMINATION AGREEMENT (Filed With SEC on February 27, 2009)

$430,000,000 (Filed With SEC on February 27, 2009)

FIRST AMENDMENT Dated as of December 22, 2008 by and among (Filed With SEC on February 27, 2009)

SECOND AMENDMENT Dated as of December 29, 2008 by and among (Filed With SEC on February 27, 2009)

PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (Filed With SEC on February 27, 2009)

AMENDMENT NO. 5 TO THE LOAN AND SECURITY AGREEMENT (Filed With SEC on February 27, 2009)

AMENDMENT NO. 6 TO THE LOAN AND SECURITY AGREEMENT Dated as of October 17, 2008 (Filed With SEC on February 27, 2009)

AMENDMENT NO. 7 TO THE LOAN AND SECURITY AGREEMENT Dated as of December 10, 2008 (Filed With SEC on February 27, 2009)

THIRD AMENDMENT AGREEMENT Dated as of November 25, 2008 (Filed With SEC on February 27, 2009)

FOURTH AMENDMENT AGREEMENT Dated as of December 12, 2008 (Filed With SEC on February 27, 2009)

FIFTH AMENDMENT AGREEMENT Dated as of December 31, 2008 by and among (Filed With SEC on February 27, 2009)

AMENDMENT NO. 1 TO THE SERVICER ADVANCE RECEIVABLES FACTORING AGREEMENT (Filed With SEC on February 27, 2009)

MEMBERSHIPINTEREST PURCHASE AGREEMENT between RESIDENTIALCAPITAL, LLC, asSeller and GMACLLC, asPurchaser January30, 2009 TABLEOF CONTENTS (Filed With SEC on February 3, 2009)

SECONDAMENDED AND RESTATED LIMITEDLIABILITY COMPANY AGREEMENT OF IBFINANCE HOLDING COMPANY, LLC SecondAmended and Restated Limited Liability Company Agreement of IBFinance Holding... (Filed With SEC on February 3, 2009)

THIRDAMENDMENT Dated asof January 30, 2009 by andamong PASSIVEASSET TRANSACTIONS, LLC, asBorrower, RFC ASSETHOLDINGS II, LLC, asBorrower, RESIDENTIALFUNDING COMPANY, LLC,... (Filed With SEC on February 3, 2009)

Financial Statements (Filed With SEC on November 10, 2008)

EXCHANGE AGREEMENT (Filed With SEC on April 4, 2008)

Credit Agreement (Filed With SEC on February 27, 2008)

Pledge Agreement (Filed With SEC on February 27, 2008)

Promissory Note (Filed With SEC on February 27, 2008)

Performance Guarantee (Filed With SEC on February 27, 2008)

Asset Purchase Agreement (Filed With SEC on November 8, 2007)

Underwriting Agreement (Filed With SEC on June 27, 2007)

Form of Floating Rate Note due 2010 (Filed With SEC on June 27, 2007)

Form of 7.875% Note due 2014 (Filed With SEC on June 27, 2007)

Underwriting Agreement (Filed With SEC on May 25, 2007)

Form of Floating Rate Note due 2009 (Filed With SEC on May 25, 2007)

Form of 6.50% Note due 2012 (Filed With SEC on May 25, 2007)

GMAC LLC and RESIDENTIAL CAPITAL, LLC AMENDED AND RESTATED SERVICES AND FACILITIES AGREEMENT (Filed With SEC on November 30, 2006)

TERMINATION AGREEMENT I. Parties (Filed With SEC on November 30, 2006)

INTELLECTUAL PROPERTY SUBLICENSE AGREEMENT I. Parties (Filed With SEC on November 30, 2006)

Purchase and Assumption Agreement (Filed With SEC on November 27, 2006)

Equity Purchase Agreement (Filed With SEC on November 27, 2006)

Second Supplemental Indenture (Filed With SEC on March 28, 2006)

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RESIDENTIAL CAPITAL, LLC Contracts & Agreements