Financial Statements

Exhibit 10.8

EXECUTION VERSION

SECOND AMENDMENT AGREEMENT

Dated as of August 14, 2008

by and among

RESIDENTIAL FUNDING COMPANY, LLC,
as Borrower,

GMAC MORTGAGE, LLC,
as Borrower,

RESIDENTIAL CAPITAL, LLC AND CERTAIN OTHER
AFFILIATES OF THE BORROWERS PARTY HERETO,
as Guarantors or Obligors,

and

GMAC LLC,

as Initial Lender and as Lender Agent

     This SECOND AMENDMENT AGREEMENT (this “Agreement”) dated as of August 14, 2008 (the “Amendment Effective Date”), is by and among Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), GMAC Mortgage, LLC, a Delaware limited liability company (“GMAC Mortgage”, and together with RFC, each a “Borrower” and collectively, the “Borrowers”), Residential Capital, LLC and the other Affiliates of the Borrowers party hereto as Guarantors (each, a “Guarantor”), the Affiliates of the Borrower party hereto as Obligors (each, an “Obligor”) and GMAC LLC, a Delaware limited liability company, in its capacity as Initial Lender and as agent for the Lenders (in such capacity, the “Lender Agent”).

     Reference is hereby made to the Loan Agreement dated as of June 4, 2008 among the Borrowers, the Guarantors, the Initial Lender, the Lender Agent, the various other parties signatory thereto as obligors and Wells Fargo Bank, N.A (as amended and modified by the deletion and joinder of parties prior to the date hereof and as amended through July 29, 2008, the “Loan Agreement”).

RECITALS

     1. Each of the parties hereto is a party to the Loan Agreement.

     2. The parties hereto desire to make certain amendments to the Loan Agreement to reflect, among other things, the entry of certain parties to the Loan Agreement into certain swap transactions.

     3. Each of the parties hereto, by its signature hereto, hereby acknowledges, consents and agrees to the changes set forth herein.

     4. In consideration of the premises and mutual agreements herein contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINED TERMS

     SECTION 1.1 Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Loan Agreement.

ARTICLE II
AMENDMENTS TO THE AFFECTED DOCUMENTS

     SECTION 2.1 Amendments to the Loan Agreement. Each of the parties hereto hereby consents and agrees that the Loan Agreement shall be amended as of the Amendment Effective Date as follows: .

     (a) Section 2.03(a) of the Loan Agreement is hereby amended by:

               (i) replacing the phrase “or one Business Day prior to any subsequent Funding Date (in the case of any subsequent Revolving Loans)” with the phrase “, on the

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requested Funding Date (in the case of MTM Revolving Loans) or one Business Day prior to the requested Funding Date (in the case of any subsequent Revolving Loans which are not MTM Revolving Loans)”;

               (ii) replacing the phrase “in an aggregate minimum amount of $25,000,000” with the phrase “in an aggregate minimum amount (unless it is a MTM Revolving Loan) of $25,000,000”;

               (iii) replacing the phrase “the aggregate amount of Revolving Loans requested for Funding Dates in any period of ten (10) consecutive Business Days” with the phrase “the aggregate amount of Revolving Loans (other than MTM Revolving Loans) requested for Funding Dates in any period of ten (10) consecutive Business Days”;

               (iv) Replacing the “and” immediately prior to “(iii)” and replacing it with a comma; and

               (v) adding the new clause “and (iv) to the extent of any Prepayment Amounts which have been prepaid and not reborrowed, the proceeds of any Revolving Loans must be immediately applied to purchase or otherwise fund Reinvestment Collateral designated as new Primary Collateral and/or designated as Retained Proceeds by the Borrowers”.

     (b) Section 2.03(c) of the Loan Agreement is hereby amended and restated to read as follows:

“With respect to any Funding Date which is not a Monthly Settlement Date and as a condition to the advance of any Revolving Loans relating to such Funding Date, the Borrowers shall deliver, on the Business Day prior to such Funding Date to the Lender Agent an Interim Borrowing Base Report including the Adjusted Borrowing Base as of the Interim Reporting Date specified in such Interim Borrowing Base Report.”

     (c) Section 2.04(e) of the Loan Agreement is hereby amended by replacing the phrase “the Borrowing Base” with the phrase “the Borrowing Base or Adjusted Borrowing Base (as applicable)”.

     (d) Section 2.04(f) of the Loan Agreement is hereby amended and restated to read as follows:

“The Borrowers shall deliver Interim Borrowing Base Reports as required pursuant to Section 2.03(c) and, for the purpose of preparing each such Interim Borrowing Base Report, the Borrowers shall calculate the Adjusted Borrowing Base as of the applicable Interim Reporting Date. On or following each Funding Date, the Borrowers shall calculate the Adjusted Borrowing Base as of such Funding Date and notify the Lender Agent of the results of such calculation. The Borrowers shall notify the Lender Agent if at any time they determine that on any day the Outstanding Aggregate Loan Amount as of such day exceeded the Adjusted Borrowing Base as of such day.”

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     (e) The first two sentences of Section 2.05 of the Loan Agreement are hereby deleted and replaced with the following:

“Interest shall accrue on each Revolving Loan and Term Loan prior to its maturity for each day during the related Interest Period at a rate equal to (a) the sum of (x) the applicable LIBOR Rate for such Interest Period and (y) the Applicable Margin, divided by (b) 360 days. Interest shall accrue on the Loans after their maturity (whether by acceleration or otherwise) and on any other amount not paid when due under the Facility Documents (including without limitation any prepayment due under Section 2.08(b)) for each day during a related Interest Period at a rate equal to (a) the Default Rate, divided by (b) 360 days. Interest shall be payable (i) in arrears with respect to each Interest Period through the final day of each Interest Period (regardless of whether such day is a Business Day), such amount to be payable on the first Business Day following the end of such Interest Period, (ii) on the applicable Loan Repayment Date, (iii) with respect to interest accrued and unpaid with respect to any outstanding principal on the Loans which is repaid or prepaid, on the dates specified in clauses (i) and (ii) above, on the 10^th Business Day of each calendar month and, if the aggregate accrued and unpaid interest with respect to such repaid or prepaid principal equals or exceeds $250,000 after giving effect to any repayment or prepayment, the date of such payment or prepayment, or (iv) on that portion of Loans the maturity of which is accelerated pursuant to Section 8.02, immediately upon such acceleration.”

     (f) Section 2.08(b) of the Loan Agreement is hereby amended and restated to read as follows:

     ”(b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Outstanding Aggregate Loan Amount on such day exceeds the Adjusted Borrowing Base on such day by an amount equal to or greater than $250,000 (such circumstance, a “Borrowing Base Deficiency”), the Borrowers shall, within one (1) Business Day after the Borrowing Base Shortfall Day, jointly and severally repay outstanding Loans in an amount equal to the amount of the Borrowing Base Deficiency; provided, however, that to the extent a Borrowing Base Deficiency results from a write-off of the Collateral Value of any Primary Collateral in accordance with ResCap’s standard valuation practices applied to its assets as a whole as then in effect (such valuation practices to be consistent with the methodology used in the preparation of ResCap’s GAAP financial statements), the obligation of the Borrowers to repay outstanding Loans pursuant to this sentence will be reduced by the Collateral Value of any Eligible Assets not otherwise constituting Primary Collateral which the Borrower designates as Primary Collateral on the applicable Borrowing Base Shortfall Day by written notice to the Lender Agent or in the related Repayment Notice (any such collateral, “Substitute Collateral”). The Borrowers shall deliver a Repayment Notice with respect to each repayment of outstanding Loan amounts and/or designation of Substitute Collateral made pursuant to this paragraph by 1:00 p.m. (New York time) on the day such repayment is due.

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     The parties shall cause the Valuation Agent (i) at approximately 3:00 p.m. New York City time on each Valuation Date, to calculate the MTM Amount and the Hedge Support Requirement, and (ii) to report to the Initial Lender, ResCap, the Lender Agent and the ResCap Counterparty such MTM Amount and the Hedge Support Requirement no later than 6:00 p.m. New York City time on such Valuation Date. If, on any Valuation Date (which is not a Funding Date or a Borrowing Base Shortfall Day) the MTM Amount is equal to or greater than the Minimum Adjustment Amount, the Borrowers shall, within one (1) Business Day after such Valuation Date, jointly and severally repay outstanding Loans in an amount equal to the amount of the MTM Amount as of such Valuation Date.”

     (g) The first sentence of Section 2.10(b) of the Loan Agreement is hereby amended by deleting clause (i) of the proviso thereto and substituting the following:

     “(i) immediately after giving effect to such reduction, the Aggregate Commitment Amount as so reduced shall not be lower than the sum of the Outstanding Aggregate Loan Amount plus the Hedge Support Requirement.”

     (h) Section 4.02(a) of the Loan Agreement is hereby amended by replacing the phase “Collateral Dispositions of Primary Collateral” with the phrase “Collateral Dispositions”.

     (i) Section 4.03 of the Loan Agreement is hereby amended by replacing the phrase “material bank and securities accounts” with the phrase “material U.S. located bank and securities accounts”.

     (j) Section 7.01(n) of the Loan Agreement is hereby amended by replacing the phrase “Collateral Dispositions of Primary Collateral” with the phrase “Collateral Dispositions” each time it occurs therein.

     (k) Section 7.02(e) of the Loan Agreement is amended and restated to read as follows:

“ResCap shall not, and shall not permit the ResCap Counterparty to, (i) reduce the notional amount of any Hedge Transaction, (ii) terminate in whole or in part any Hedge Transaction, or (iii) otherwise modify any Hedge Transaction without the prior written consent of the Initial Lender unless (A) following the closing date for such Hedge Transaction, there has been a reduction in the aggregate outstanding balance of the exposure intended to be hedged by such Hedge Transaction in an amount at least equal to the Minimum Notional Reduction, and (B) such modification to the Hedge Transaction effects a reduction in the notional amount of the applicable Hedge Transaction which is approximately proportionate to the aggregate reduction in the exposure intended to be hedged by such Hedge Transactions since the closing date of such Hedge Transaction.”

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     SECTION 2.2 Amendments to Definitions.

     (a) The definition of “Adjusted Borrowing Base” in Schedule 1.01 to the Loan Agreement is hereby amended in its entirety to read as follows:

     “Adjusted Borrowing Base” means, as of any date of determination, the sum of:

          (a) the aggregate Collateral Value (as adjusted by any European Collateral Value Adjustment) of all Primary Collateral determined in accordance with Section 2.04 as of the Cut-Off Date which is the subject of the then most recently delivered Collateral Value Report (as adjusted for any European Collateral Value Adjustments in effect on such date of determination), plus

          (b) the aggregate Fair Value of Eligible Assets that (i) were purchased or acquired since the applicable Cut-Off Date, (ii) were designated as Primary Collateral since the applicable Cut-Off Date, and (iii) are held by a Borrower or Guarantor as of such date, plus

          (c) the aggregate amount of funds on deposit in the Sales Proceeds Accounts as of such date, minus

          (d) the Hedge Support Requirement in effect as of such date, minus

          (e) the aggregate amount of Net Cash Proceeds of Collateral Dispositions received since the applicable Cut-Off Date, minus

          (f) if such Funding Date occurs after the Account Transfer Date, the aggregate amount of Collections since the applicable Cut-Off Date in respect of Primary Collateral, minus

          (g) any Reserves applicable on such date.”

     (b) The definition of “Available Amount” in Schedule 1.01 to the Loan Agreement is hereby amended in its entirety to read as follows:

     “Available Amount” means, on any Business Day, an amount equal to the lesser of (a) the then current Aggregate Commitment Amount minus the Hedge Support Requirement and (b) the then current Adjusted Borrowing Base.”

     (c) The definition of “Borrowing Base” in Schedule 1.01 to the Loan Agreement is hereby amended in its entirety to read as follows:

     “Borrowing Base” means, as of any date of determination, an amount determined as of the Cut-Off Date and reported in the related Collateral Value Report to be equal to the lesser of (a) the Hedge Adjusted Available Amount and (b) the sum of (i) the aggregate Collateral Value (as adjusted by any European Collateral Value Adjustment) of all Primary Collateral as of the Cut-Off Date as

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determined in accordance with Section 2.04, plus (ii) the amount of funds on deposit in the Sales Proceeds Accounts on such Cut-Off Date minus (iii) (for any determination after the initial determination of the Borrowing Base) any Reserves applicable on such date and minus (iv) the Hedge Support Requirement in effect on such Cut-Off Date.”

     (d) The definition of “Facility Documents” in Schedule 1.01 to the Loan Agreement is hereby amended by adding the phrase “the Hedge Documents,” immediately prior to the phrase “the Fee Letter”.

     (e) The definition of “Interim Borrowing Base Report” in Schedule 1.01 to the Loan Agreement is hereby amended in its entirety to read as follows:

     “Interim Borrowing Base Report” means a report, substantially in the form of Exhibit 2.03(b), specifying the applicable Interim Reporting Date and containing (i) a statement of (a) all Net Cash Proceeds received from Collateral Dispositions, (b) all Eligible Assets acquired with Net Cash Proceeds of Collateral Dispositions, and (c) after the Account Transfer Date, all Collections received in respect of Primary Collateral, in each case since the Cut-Off Date that is the subject of the then most recently delivered Collateral Value Report through the Interim Reporting Date and (ii) a statement of the Adjusted Borrowing Base as of the Interim Reporting Date.

     (f) The definition of “Lender Parties” in Schedule 1.01 to the Loan Agreement is hereby amended by adding the phrase “, the Initial Lender (as counterparty under the Hedge Documents)” immediately after the phrase “the Lenders”.

     (g) The definition of “Reinvestment Collateral” in Schedule 1.01 to the Loan Agreement is hereby amended by replacing the phrase “on each Monthly Settlement Date” with the phrase “in connection with each Monthly Settlement Date”.

     SECTION 2.3 Schedule 1.01 to the Loan Agreement is hereby amending by adding the following new definitions in the appropriate alphabetical location therein:

     “Base Currency” means Dollars unless otherwise specified in a Confirmation.

     “Confirmation” means written confirmation of the specific terms of a Hedge Transaction executed by the ResCap Counterparty and the Initial Lender.

     “Equivalent” means, with respect to an amount on a Valuation Date, in the case of an amount denominated in the Base Currency, such Base Currency amount and, in the case of an amount denominated in a currency other than the Base Currency (the “Other Currency”), the amount of Base Currency required to purchase such amount of the Other Currency at the spot exchange rate determined by the Hedge Valuation Agent for value on such Valuation Date.

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     “Hedge Adjusted Available Amount” means, on any Business Day, an amount equal to the then current Aggregate Commitment Amount minus the Hedge Support Requirement.

     “Hedge Documents” shall mean (i) the Primary Hedge Documents as supplemented by the Confirmations; and (ii) the Hedge Security Agreement.

     “Hedge Exposure” means, on a Valuation Date, the amount, if any, that would be payable to the Initial Lender by the ResCap Counterparty (expressed as a positive number) or by the Initial Lender to the ResCap Counterparty (expressed as a negative number) pursuant to the Hedge Documents if all Hedge Transactions were being terminated as of the relevant Valuation Date, on the basis that (i) the Initial Lender is not the Affected Party (as defined in the Hedge Documents) and (ii) the Termination Currency (as defined in the Hedge Documents) is Dollars; provided that Market Quotations will be determined by the Hedge Valuation Agent using the applicable forward rate of exchange for the applicable currencies appearing on the “FRD” Bloomberg page as of 3pm New York time on such Valuation Date (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided by such service); provided further that if no such page or service is available for any reason the ResCap Counterparty, the Initial Lender and the Hedge Valuation Agent shall mutually agree in good faith to an alternative method of objectively determining the applicable forward rate of exchange to calculate Market Quotation and, if no such alternative can be agreed, the Hedge Valuation Agent shall use its estimates of the applicable mid-market forward rates of exchange, in each case for the amounts that would be paid for Replacement Hedge Transactions (as that term is defined in the definition of “Market Quotation”).

     “Hedge Exposure Decrease” for any Valuation Date will equal the amount by which (i) the Hedge Support Requirement in effect on the immediately prior Business Day exceeds (ii) the Hedge Support Requirement on such Valuation Date.

     “Hedge Exposure Increase” for any Valuation Date will equal the amount by which (i) the Hedge Support Requirement on such day exceeds (ii) the Hedge Support Requirement in effect on the immediately prior Business Day.

     “Hedge Security Agreement” means the Security and Pledge Agreement dated as of August 14, 2008 among the Obligors and the Initial Lender, as amended or modified from time to time.

     “Hedge Settlement Amount” means (i) a payment due to the Initial Lender at the maturity of a Hedge Transaction, and (ii) a payment due to the Initial Lender upon the early termination of a Hedge Transaction pursuant to Section 6(e) of the Primary Hedge Documents.

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     “Hedge Support Requirement” means, on a Valuation Date, the sum of (a) the Independent Amount, plus (b) if positive, the Hedge Exposure.

     “Hedge Transaction” means one or more hedge transactions subject to, and governed by, the Hedge Documents between the ResCap Counterparty and the Initial Lender and consented to in writing by the Lender Agent and the other Lenders.

     “Hedge Valuation Agent” means GMAC Investment Management LLC, a Delaware limited liability company.

     “Independent Amount” means the sum of (i) 5% of the notional amount of the Hedge Transactions plus (ii) any additional amount determined by agreement of the Lender Agent, the Initial Lender and the ResCap Counterparty in connection with the execution of a Hedge Transaction.

     “Interim Reporting Date” means, with respect to any Funding Date, a date no more than three Business Days prior to such Funding Date.

     “Market Quotation” has the meaning set forth in the Hedge Documents.

     “Minimum Adjustment Amount” means $5,000,000.

     “Minimum Notional Reduction” means (i) with respect to the Hedge Transaction executed as of August 14, 2008, 25,000,000 Euro, and (ii) with respect to any other Hedge Transaction, the amount agreed in writing by the Lender Agent, the Initial Lender and the ResCap Counterparty concurrently with the execution of such Hedge Transaction.

     “MTM Amount” means, with respect to a Valuation Date, the sum of the aggregate of all Hedge Exposure Increases that have occurred since the last MTM Reset Date, minus the aggregate of all Hedge Exposure Decreases that have occurred since the last MTM Reset Date and plus the aggregate of all MTM Revolving Loans made since the last MTM Reset Date; provided that the MTM Amount shall not be less than zero.

     “MTM Reset Date” means each date on which the Borrowers repay outstanding Loans in connection with a Hedge Exposure Increase pursuant to the second paragraph of Section 2.08(b).

     “MTM Revolving Loan” means a Revolving Loan in an amount equal to or less than the aggregate amount of repayments made by the Borrowers in connection with Hedge Exposure Increases pursuant to the second paragraph of Section 2.08(b) since the last Cut-Off Date or Funding Date.

     “Primary Hedge Documents” means the ISDA master agreement and related schedule in the form set forth in Exhibit A hereto and entered into between

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the ResCap Counterparty and the Initial Lender, as such documents are amended or modified from time to time.

     “ResCap Counterparty” means ResCap and any successor to ResCap as counterparty under the Hedge Documents.

     “Valuation Date” means each Business Day.

     SECTION 2.4 Amendment to Conditions Precedent. Schedule 5.02 of the Loan Agreement is hereby amended by inserting a new clause (j) as set forth below:

“(j) to the extent of any Prepayment Amounts which have been prepaid and not reborrowed, the proceeds of such Revolving Loan are immediately applied to purchase or otherwise fund Reinvestment Collateral designated as new Primary Collateral and/or designated as Retained Proceeds by the Borrowers.”

     SECTION 2.5Amendment to Interim Borrowing Base Report. Exhibit 2.03(b) to the Loan Agreement is hereby replaced with Exhibit B attached to this Agreement.

     SECTION 2.6 Amendment to Collateral Value Report. Exhibit 2.04(a) to the Loan Agreement is hereby replaced with Exhibit C attached to this Agreement; it being understood that such form incorporates a Collateral Value Certificate and a Reinvestment Certificate.

ARTICLE III
CONDITIONS TO EFFECTIVENESS

     SECTION 3.1 Amendment Effective Date. This Agreement and the provisions contained herein shall become effective as of the Amendment Effective Date provided that the Lender Agent shall have, in form and substance satisfactory to them, received the following:

     (a) Agreements. An original counterpart (or counterparts) of this Agreement, the Primary Hedge Documents and the Hedge Security Agreement executed by the parties hereto or other evidence satisfactory to the Lender Agent of the execution, delivery and effectiveness of this Agreement.

     (b) Security Agreement Amendment. An original counterpart (or counterparts) of the amendment to the Security Agreement in the form of Exhibit D, executed by the parties thereto or other evidence satisfactory to the Lender Agent of the execution, delivery and effectiveness thereof.

     (c) Other. Such other opinions and documents as the Lender Agent may reasonably request, which opinions and documents will be in form and substance satisfactory to the Lender Agent.

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ARTICLE IV
ACKNOWLEDGEMENTS, CONSENTS, NOTICE, CONFIRMATION AND
REPRESENTATIONS AND WARRANTIES

     SECTION 4.1 Notice. Each party hereto hereby acknowledges timely notice of the execution of this Agreement and of the transactions and amendments contemplated hereby. Each party hereto hereby waives any notice requirement contained in the Loan Agreement or the Facility Documents with respect to the execution of this Agreement.

     SECTION 4.2 Confirmation of the Facility Documents. The Borrowers, the Guarantors and the Obligors each hereby acknowledge and agree that, except as herein expressly amended, the Loan Agreement and each other Facility Document are each ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms. Without limiting the foregoing, each Obligor reaffirms its grant of a security interest in all the Collateral pledged by it, and agrees that such security interest secures all Obligations. As of the Amendment Effective Date, each reference in the Loan Agreement to “this Agreement” shall mean the Loan Agreement as amended by this Agreement, and as hereinafter amended or restated.

     SECTION 4.3 Consent to Hedge Transactions. The Lenders and the Lender Agent hereby consent to the execution of a Hedge Transaction between the Initial Lender and the ResCap Counterparty on or around August 14, 2008 on the terms set forth in Exhibit A.

     SECTION 4.4 Amendment Fee. In consideration of the Initial Lender’s execution and delivery of this Agreement, the Borrowers agree to pay to the Lender Agent, for the account of the Initial Lender, a fee of $1,056,000 on the effective date of this Agreement. Such fee, upon payment, shall be fully earned and non-refundable.

     SECTION 4.5 Obligations. For the avoidance of doubt, the parties hereto acknowledge and agree that the obligations of the ResCap Counterparty under the Hedge Documents shall constitute “Obligations” under the Loan Agreement, including Article XI thereof.

     SECTION 4.6 Representations and Warranties. By its signature hereto, each Borrower, each Guarantor and each other Obligor hereby represents and warrants that, before and after giving effect to this Agreement, as follows:

     (a) Its representations and warranties set forth in the Facility Documents are true and correct as if made on the date hereof, except to the extent they expressly relate to an earlier date; and

     (b) No Default has occurred and is continuing.

ARTICLE V
MISCELLANEOUS

     SECTION 5.1 GOVERNING LAW. THIS 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

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REFERENCE TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH BY ITS TERMS APPLIES TO THIS AGREEMENT).

     SECTION 5.2 Execution in Counterparts. This 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 each party hereto expressly waives its rights to receive originally executed documents) and all of which when taken together shall constitute one and the same agreement.

     SECTION 5.3 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

     SECTION 5.4 Entire Agreement. This Agreement, the Loan Agreement and the other Facility Documents embody the entire agreement and understanding of the parties hereto and supersede any and all prior agreements, arrangements and understanding relating to the matters provided for herein.

     SECTION 5.5 Captions. The various captions in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement.

     SECTION 5.6 Severability. If any provision of this Agreement, or the application thereof to any party or any circumstance, is held to be unenforceable, invalid or illegal (in whole or in part) for any reason (in any jurisdiction), the remaining terms of this Agreement, modified by the deletion of the unenforceable invalid or illegal portion (in any relevant jurisdiction), will continue in full force and effect, and such unenforceability, invalidity or illegality will not otherwise affect the enforceability, validity or legality of the remaining terms of this Agreement 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 hereof and the deletion of such portion of this Agreement will not substantially impair the respective expectations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties.

     SECTION 5.7 SUBMISSION TO JURISDICTION. EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR ANY DOCUMENT DELIVERED

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PURSUANT HERETO BY THE MAILING OF A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS RESPECTIVE ADDRESS SPECIFIED AT THE TIME FOR NOTICES UNDER THIS AGREEMENT OR TO ANY OTHER ADDRESS OF WHICH IT SHALL HAVE GIVEN WRITTEN OR ELECTRONIC NOTICE TO THE OTHER PARTIES. THE FOREGOING SHALL NOT LIMIT THE ABILITY OF ANY PARTY HERETO TO BRING SUIT IN THE COURTS OF ANY JURISDICTION.

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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

Exhibit A to Amendment

FORM OF HEDGE DOCUMENTS

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 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.

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		Section 3(d)
deliver document		Form/Document/Certificate		delivered		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 delivered to the Lender Agent on behalf of the		No

						Covered by
Party required to				Date by which to be		Section 3(d)
deliver document		Form/Document/Certificate		delivered		Representation
				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 ###-###-####
Attention: Swaps Administration Group
Facsimile No.: (313)  ###-###-####
Telephone No.: (313)  ###-###-####
Attention: Janice Barry
Telephone No.: 313 ###-###-####
Email: ***@***

With a copy to:

Attention: Hector Teran
Telephone No.: 917 ###-###-####
Facsimile No.: 917 ###-###-####
Email: ***@***

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

		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)  ###-###-#### Facsimile No.: (215)  ###-###-#### E-mail: ***@***
		With Copies to:
		Attention: Mike Rowan Telephone No.: (215)  ###-###-#### Facsimile No.: (215)  ###-###-#### E-mail: ***@***
		Attention: Melissa White Telephone No.: (952)  ###-###-#### Facsimile No.: (866)  ###-###-#### E-mail: ***@***
(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.

(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.

(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:

		“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:

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

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

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

     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:				By:
		Name:				Name:
		Title:				Title:

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

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

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

     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.

Second Amendment

Accepted and confirmed as of the date first above written:
RESIDENTIAL CAPITAL, LLC
By
		Name:

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Exhibit B to Amendment

FORM OF INTERIM BORROWING BASE REPORT

GMAC LLC
     as Lender Agent
200 Renaissance Center
Detroit, MI 48265
Attention: David Walker, Group VP and Treasurer

Ladies and Gentlemen:

     This Interim Borrowing Base Report is delivered to you pursuant to Section 2.03(b) of the Loan Agreement, dated as of June 4, 2008 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Loan Agreement”), by and among Residential Funding Company, LLC (“RFC”), GMAC Mortgage, LLC (“GMAC Mortgage” and together with RFC, the “Borrowers”), GMAC LLC (the “Initial Lender”), Residential Capital, LLC and the other Affiliates of the Borrowers party thereto as Guarantors (each, a “Guarantor”), the Principal institutions and other Persons that are or may from time to time become parties thereto as Lenders (together with the Initial Lender and their respective successor and assigns, each a “Lender” and collectively, the Lenders”) and GMAC LLC, as agent for the Lenders (in such capacity together with its successors and assigns in such capacity, the “Lender Agent”). Unless otherwise defined herein or as the context otherwise requires, terms used herein have the meaning assigned thereto under Schedule 1.01 of the Loan Agreement.

     The undersigned hereby specifies that with respect to the Funding Date requested for                     ,                      the Interim Reporting Date shall be                     ,                     .

     The undersigned hereby certifies that since the Monthly Collateral Report dated                     ,                      through the Interim Reporting Date, (a) $                      of Net Cash Proceeds have been received from Collateral Dispositions, (b) $                      of Eligible Assets have been acquired with Net Cash Proceeds of Collateral Dispositions in accordance with the Loan Agreement, [and (c) [Note: after the Account Transfer Date only] $                      of Collections have been received in respect of Primary Collateral.

     The undersigned hereby further certifies that, as of the date hereof and since the date of the Monthly Collateral Report described above, $                     has been reinvested in Reinvestment Assets in accordance with the terms of the Loan Agreement.

     The undersigned hereby lastly certifies that as of the Interim Reporting Date, the Adjusted Borrowing Base equals $                      and, by its signature hereto, represents and warrants that such Adjusted Borrowing Base will exceed the Outstanding Aggregate Loan Amount as of the Funding Date referenced above (after giving effect to any Revolving Loans requested for such date).

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Exhibit C to Amendment

FORM OF AMENDMENT TO COLLATERAL VALUE REPORT AND
REINVESTMENT CERTIFICATE

GMAC LLC,
     as Lender Agent
200 Renaissance Center
Detroit, Michigan 48265
Attention: David Walker, Group VP and Treasurer
Facsimile No.: (313)  ###-###-####

WELLS FARGO BANK, N.A.
     as 1^st Collateral Agent
625 Marquette Avenue
N9311-110
Minneapolis, Minnesota 55479
Attention: Nicholas D. Tally, Vice President

Re: Residential Funding Company, LLC, and GMAC Mortgage, LLC

Gentlemen and Ladies:

This Collateral Value and Reinvestment Certificate is delivered to you pursuant to Section 2.04(b) and Section 7.01(g) of the Loan Agreement, dated as of June 4, 2008 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Loan Agreement”), by and among Residential Funding Company, LLC (“RFC”), GMAC Mortgage, LLC (“GMAC Mortgage” and together with RFC, the “Borrowers”), GMAC LLC (the “Initial Lender”), Residential Capital, LLC and the other Affiliates of the Borrowers party thereto as Guarantors (each, a “Guarantor”), the Principal institutions and other Persons that are or may from time to time become parties thereto as Lenders (together with the Initial Lender and their respective successor and assigns, each a “Lender” and collectively, the Lenders”) and GMAC LLC, as agent for the Lenders (in such capacity together with its successors and assigns in such capacity, the “Lender Agent”). Unless otherwise defined herein or the context otherwise requires, capitalized terms used herein have the meanings provided in the Loan Agreement.

The information contained herein is as of the [•] day of [•] , [•] (the “Cutoff Date.”)

The Borrowers hereby certify a Collateral Value of $[•]. The related Collateral Value Report is attached hereto as Exhibit A.

The Borrowers hereby certify that the Collateral Dispositions that have occurred since the date of the previously delivered Collateral Value and Reinvestment Certificate have occurred in compliance with Section 7.02(k). The Primary Collateral which was the subject of such Collateral Dispositions is set forth on Exhibit B hereto.

Since the date of the previously delivered Collateral Value and Reinvestment Certificate, $[•] of Net Cash Proceeds have been received with respect to Collateral Dispositions. $[•] of these Net Cash Proceeds have been designated as Retained Proceeds. The total amount of Net Cash Proceeds, including

Second Amendment

amounts designated as such since the previously delivered Collateral Value and Reinvestment Certificate is $[•].

Since the date of the previously delivered Collateral Value and Reinvestment Certificate, $[•] of Net Cash Proceeds have been reinvested in Reinvestment Collateral in accordance with the terms of the Loan Agreement. This Reinvestment Collateral is set forth on Exhibit C hereto as well as included in the Collateral Value Report delivered herewith.

The remaining Net Cash Proceeds have either been utilized to repay outstanding Loans in accordance with Section 2.08(c) or are being held pending application in accordance with the terms of the Loan Agreement.

The Borrowers have caused this Collateral Value and Reinvestment Certificate to be executed and delivered, and the certification and warranties contained herein to be made, on this [•]day of [•], [•].

Residential Funding Company, LLC
By:
		Name: James Young
		Title: Chief Financial Officer
GMAC Mortgage, LLC
By:
		Name: James Young
		Title: Chief Financial Officer

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Exhibit D to Amendment

FORM OF SECURITY AGREEMENT AMENDMENT

Second Amendment

EXECUTION VERSION

FIRST AMENDMENT AGREEMENT
To First Priority Pledge and Security Agreement and Irrevocable Proxy

Dated as of August 14, 2008

by and among

RESIDENTIAL FUNDING COMPANY, LLC,
GMAC MORTGAGE, LLC,
RESIDENTIAL CAPITAL, LLC AND CERTAIN OTHER
AFFILIATES THEREOF PARTY HERETO,
as Grantors,

WELLS FARGO BANK, N.A.

as First Priority Collateral Agent

and

GMAC LLC,

as Lender and Lender Agent

     This FIRST AMENDMENT AGREEMENT (this “Agreement”) dated as of August 14, 2008 (the “Amendment Effective Date”), is by and among Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), GMAC Mortgage, LLC, a Delaware limited liability company (“GMAC Mortgage”), Residential Capital, LLC (“ResCap”) and the other parties hereto as Grantors (each, together with RFC, GMAC Mortgage and ResCap, a “Grantor”), GMAC LLC, a Delaware limited liability company, in its capacity as Lender and as agent for the Lenders (in such capacity, the “Lender Agent”) and Wells Fargo Bank, N.A., as first priority collateral agent (in such capacity, the “First Priority Collateral Agent”).

     Reference is hereby made to the First Priority Pledge and Security Agreement and Irrevocable Proxy (as modified by the deletion and joinder of parties prior to the date hereof, the “Security Agreement”) dated as of June 4, 2008 among the Grantors, the Initial Lender, the Lender Agent and the First Priority Collateral Agent.

RECITALS

     1. Each of the parties hereto is a party to the Security Agreement.

     2. The parties hereto desire to make certain amendments to the Security Agreement.

     3. Each of the parties hereto, by its signature hereto, hereby acknowledges, consents and agrees to the changes set forth herein.

     4. In consideration of the promises and mutual agreements herein contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINED TERMS

     SECTION 1.1 Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Security Agreement.

ARTICLE II
AMENDMENTS TO THE AFFECTED DOCUMENTS

     SECTION 2.1 Amendments to Definitions.

     (a) The definition of “Assigned Documents” in Section 1 of the Security Agreement is hereby amended by replacing the phrase “any other Facility Document” with the phrase “any other Facility Document governed by English law”.

     (b) The definition of “Excluded Assets” in Section 1 of the Security Agreement is hereby amended to add the following sentence at the end thereof:

In addition, solely for purposes of each grant of a security interest hereunder to secure Hedge Obligations, Excluded Assets also means any asset that does not constitute a Financing Asset (as defined in the 2010 Indenture or the 2015

First Amendment

Indenture, in each case as in effect as of August 1, 2008) whether or not such asset constitutes Primary Collateral, to the extent (if any) that the grant of a security interest therein to secure the Hedge Obligations in such asset would violate any provision of, or cause a default under, the 2010 Indenture or the 2015 Indenture.

     (c) Section 1 of the Security Agreement is hereby amended by adding the following new definitions in the proper alphabetical location therein:

“Hedge Obligations” means obligations, indebtedness, fees, expenses (including, without limitation, attorneys’ fees and expenses) and liabilities of the ResCap Hedge Counterparty or of any other Obligor now existing or hereafter arising under or in connection with any Hedge Document, whether monetary or otherwise, matured or unmatured, direct, indirect, related, unrelated, fixed, contingent, liquidated unliquidated, joint, several, or joint and several, including all interest accruing thereon (including any interest that accrues after the commencement of any proceeding by or against any Obligor under any bankruptcy, insolvency, liquidation, moratorium, receivership, reorganization or other debtor relief law) and all attorneys’ fees and other expenses incurred in the collection or enforcement thereof.

“Net Hedge Settlement Amount” shall mean, at any time, the excess (if any) of (x) the aggregate amount of Hedge Settlement Amounts due from the ResCap Counterparty to the Initial Lender, minus (y) the aggregate amounts due from the Initial Lender to the ResCap Counterparty (i) at the maturity of Hedge Transactions, or (ii) pursuant to Section 6(e) of the Primary Hedge Documents due to the early termination of Hedge Transactions. It is understood and agreed that, at any time, no portion of the Hedge Exposure is “due” for purposes of this definition unless the related Hedge Transaction has been terminated or an Event of Bankruptcy shall have occurred with respect to the ResCap Counterparty.

     SECTION 2.2 Amendment to Section 12. Section 12 of the Security Agreement is hereby amended by adding the new clause (k) therein to the end of such Section 12:

     “(k) If an Event of Default shall occur and the Collateral Control Agent or the First Priority Agent shall exercise its rights in respect of the Collateral, the maximum amount of the proceeds of Collateral applied to the principal amount of Loans and Net Hedge Settlement Amount that become due (whether by acceleration, maturity, early termination or otherwise) after such Event of Default shall not exceed the Aggregate Commitment Amount in effect immediately prior to such occurrence of such Event of Default.”

     SECTION 2.3 Amendment to Schedule VI. Exhibit (B) Schedule VI of the Security Agreement is hereby amended by inserting the following row in the table contained therein:

Interest

Type of

Interest Owned

% of Interests of

Pledged Interests Issuer

Interests

by Pledgor

Pledgor

Pledgor

Pledgor Pledged

Marbella Lakes Associates, LLC (f/k/a DOA Properties VIII (Marbella Lakes), LLC)

Limited Liability Company

66.67

%

Equity Investment IV, LLC

100

%

     SECTION 2.4 Amendment to Schedules and Attachments. The Schedules and Attachments to the Security Agreement are hereby amended and restated in their entirety as set forth on Appendix A to this Agreement.

ARTICLE III
CONDITIONS TO EFFECTIVENESS

     SECTION 3.1 Amendment Effective Date. This Agreement and the provisions contained herein shall become effective as of the Amendment Effective Date provided that the First Priority Collateral Agent and the Lender Agent shall have, in form and substance satisfactory to them, received the following:

     (a) Agreement. An original counterpart (or counterparts) of this Agreement executed by the parties hereto or other evidence satisfactory to the First Priority Collateral Agent and the Lender Agent of the execution, delivery and effectiveness of this Agreement.

     (b) Second Amendment. An executed copy of the Second Amendment Agreement to the Loan Agreement.

     (c) Hedge Security Agreement. An executed copy of the Hedge Pledge and Security Agreement and Irrevocable Proxy (the “Hedge Security Agreement”) among the obligors party thereto and GMAC, LLC as Hedge Counterparty.

     (d) Other. Such other opinions and documents as the Lender Agent may reasonably request, which opinions and documents will be in form and substance satisfactory to the Lender Agent.

ARTICLE IV
ACKNOWLEDGEMENTS, CONSENTS, NOTICE, CONFIRMATION AND
REPRESENTATIONS AND WARRANTIES

     SECTION 4.1 Notice. Each party hereto hereby acknowledges timely notice of the execution of this Agreement and of the transactions and amendments contemplated hereby. Each party hereto hereby waives any notice requirement contained in the Security Agreement or the Facility Documents with respect to the execution of this Agreement.

     SECTION 4.2 Confirmation of the Security Agreement. The Grantors, the Lender, the Lender Agent and the First Priority Collateral Agent each hereby acknowledge and agree that,

First Amendment

except as herein expressly amended, the Security Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its respective terms. Without limiting the foregoing, each Obligor reaffirms its grant of a security interest in all the Collateral pledged by it, and agrees that such security interest secures all Obligations as defined in the Loan Agreement, after giving effect to the First Amendment Agreement, dated as of July 29, 2008 and the Second Amendment Agreement, dated as of the date hereof, each to the Loan Agreement and amongst the parties thereto. As of the Amendment Effective Date, each reference in the Security Agreement to “this Agreement” shall mean the Security Agreement as amended by this Agreement, and as hereinafter amended or restated.

     SECTION 4.3 First Priority Obligations. For the avoidance of doubt, the Obligors represent, warrant and agree that the Hedge Obligations constitute “Obligations” under the Loan Agreement and “First Priority Claims” under and as defined in the Intercreditor Agreement, the 2010 Indenture and the 2015 Indenture and that the Hedge Security Agreement constitutes a “First Priority Collateral Documents”under and as defined in the Intercreditor Agreement.

     SECTION 4.4 Consent to Amendments to Facility Documents. Each of the parties hereto hereby acknowledge and agree that the amendment set forth in Section 2.1(a) of this Agreement represents the original intent with respect to the provision amended thereby. For the avoidance of doubt, the First Priority Collateral Agent, pursuant to and in reliance upon the Direction & Certification delivered by GMAC, LLC dated August 14, 2008, hereby confirms its consent to the First Amendment Agreement to the Loan Agreement dated as of July 29, 2008, the Second Amendment Agreement to the Loan Agreement dated as of the date hereof and this Amendment.

     SECTION 4.5 Amendment to Joinder Agreement. Each of the parties hereto hereby consents and agrees that the Joinder Agreement, dated as of August 6, 2008, by Equity Investment IV, LLC, and acknowledged by GMAC, LLC, as Lender Agent, Wells Fargo Bank, N.A., as First Priority Collateral Agent and Collateral Control Agent, GMAC Mortgage, LLC and Residential Funding Company, LLC, shall be amended as of the Amendment Effective Date by the deletion of the following language therefrom:

“The New Equity Pledgor hereby further represents, warrants and covenants that it will not Transfer any of its assets (after giving effect, for the avoidance of doubt, to the admission of GL as a member of Marbella under the Operating Agreement) without the express written consent of GMAC.”

     SECTION 4.6 Representations and Warranties. By its signature hereto, each Grantor hereby represents and warrants that, before and after giving effect to this Agreement, as follows:

     (a) Its representations and warranties set forth in the Security Agreement are true and correct as if made on the date hereof, except to the extent they expressly relate to an earlier date; and

     (b) After giving effect to this Agreement, no Default has occurred and is continuing.

First Amendment

ARTICLE V
MISCELLANEOUS

     SECTION 5.1 GOVERNING LAW. THIS 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).

     SECTION 5.2 Execution in Counterparts. This 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 each party hereto expressly waives its rights to receive originally executed documents) and all of which when taken together shall constitute one and the same agreement.

     SECTION 5.3 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

     SECTION 5.4 Entire Agreement. This Agreement, the Security Agreement and the other Facility Documents embody the entire agreement and understanding of the parties hereto and supersede any and all prior agreements, arrangements and understanding relating to the matters provided for herein.

     SECTION 5.5 Captions. The various captions in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement.

     SECTION 5.6 Severability. If any provision of this Agreement, or the application thereof to any party or any circumstance, is held to be unenforceable, invalid or illegal (in whole or in part) for any reason (in any jurisdiction), the remaining terms of this Agreement, modified by the deletion of the unenforceable invalid or illegal portion (in any relevant jurisdiction), will continue in full force and effect, and such unenforceability, invalidity or illegality will not otherwise affect the enforceability, validity or legality of the remaining terms of this Agreement 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 hereof and the deletion of such portion of this Agreement will not substantially impair the respective expectations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties.

     SECTION 5.7 SUBMISSION TO JURISDICTION. EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY

First Amendment

OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR ANY DOCUMENT DELIVERED PURSUANT HERETO BY THE MAILING OF A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS RESPECTIVE ADDRESS SPECIFIED AT THE TIME FOR NOTICES UNDER THIS AGREEMENT OR TO ANY OTHER ADDRESS OF WHICH IT SHALL HAVE GIVEN WRITTEN OR ELECTRONIC NOTICE TO THE OTHER PARTIES. THE FOREGOING SHALL NOT LIMIT THE ABILITY OF ANY PARTY HERETO TO BRING SUIT IN THE COURTS OF ANY JURISDICTION.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

First Amendment

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

First Amendment

First Amendment

First Amendment

First Amendment

First Amendment

First Amendment

Exhibit A

Revised Schedules and Attachments

First Amendment

SCHEDULE I
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY

GRANTOR INFORMATION

RESIDENTIAL FUNDING COMPANY, LLC

Jurisdiction of Formation: Delaware
FEIN: 93-0891336
State organization ID number: 2059477
Chief Executive Office/Principal place of business:
One Meridian Crossings
Suite 100
Minneapolis, MN ###-###-####

GMAC MORTGAGE, LLC

Jurisdiction of Formation: Delaware
FEIN: 23-1694840
State organization ID number: 4143873
Chief Executive Office/Principal place of business:
1100 Virginia Drive
Fort Washington, PA 19034-3200

RESIDENTIAL CAPITAL, LLC

Jurisdiction of Formation: Delaware
FEIN: 20-1770738
State organization ID number: 3821622
Chief Executive Office/Principal place of business:
One Meridian Crossings
Suite 100
Minneapolis, MN ###-###-####

HOMECOMINGS FINANCIAL, LLC

Jurisdiction of Formation: Delaware
FEIN: 51-0369458
State organization ID number: 2550221
Chief Executive Office/Principal place of business:
One Meridian Crossings
Suite 100
Minneapolis, MN 55423

GMAC-RFC HOLDING COMPANY, LLC

Jurisdiction of Formation: Delaware
FEIN: 23 ###-###-####
State organization ID number: 4168620
Chief Executive Office/Principal place of business:
One Meridian Crossings
Suite 100
Minneapolis, MN 55423

GMAC RESIDENTIAL HOLDING COMPANY, LLC

Jurisdiction of Formation: Delaware
FEIN: 91-1902190
State organization ID number: 4176389
Chief Executive Office/Principal place of business:
3993 Howard Hughes Parkway
Suite 250
Las Vegas, NV 89169

RFC ASSET HOLDINGS II, LLC

Jurisdiction of Formation: Delaware
FEIN: 41-1984034
State organization ID number: 4189232
Chief Executive Office:
One Meridian Crossings, Suite 100
Minneapolis, MN 55423

Principal place of business:
3993 Howard Hughes Parkway
Suite 250
Las Vegas, NV 89169

PASSIVE ASSET TRANSACTIONS, LLC

Jurisdiction of Formation: Delaware
FEIN: 51-0404130
State organization ID number: 3306533
Chief Executive Office/Principal place of business:
1100 Virginia Drive
Fort Washington, PA 19034

DEVELOPERS OF HIDDEN SPRINGS, LLC

Jurisdiction of Formation: Delaware
FEIN: 80-0022985
State organization ID number: 4183059
Chief Executive Office/Principal place of business:
One Meridian Crossings, Suite 100
Minneapolis, MN 55423

DOA HOLDING PROPERTIES, LLC

Jurisdiction of Formation: Delaware
FEIN: 26-1424257
State organization ID number: 4454997
Chief Executive Office/Principal place of business:
One Meridian Crossings, Suite 100
Minneapolis, MN 55423

EQUITY INVESTMENT I, LLC

Jurisdiction of Formation: Delaware
FEIN: 02-0632797
State organization ID number: 3528939
Chief Executive Office/Principal place of business:
One Meridian Crossings, Suite 100
Minneapolis, MN 55423

EQUITY INVESTMENT IV, LLC

Jurisdiction of Formation: Delaware
FEIN: 93-0891336
State organization ID number: 4572829
Chief Executive Office/Principal place of business:
One Meridian Crossings, Suite 100
Minneapolis, MN 55423

RESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC

Jurisdiction of Formation: Delaware
FEIN: 26 ###-###-####
State organization ID number: 4551018
Chief Executive Office/Principal place of business:
One Meridian Crossings, Suite 100
Minneapolis, MN 55423

RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC

Jurisdiction of Formation: Delaware
FEIN: 26 ###-###-####
State organization ID number: 4551021
Chief Executive Office/Principal place of business:
1100 Virginia Drive
Fort Washington, PA 19034

HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC

Jurisdiction of Formation: Delaware
FEIN: 26 ###-###-####
State organization ID number: 4551020
Chief Executive Office/Principal place of business:
One Meridian Crossings, Suite 100
Minneapolis, MN 55423

GMAC MODEL HOME FINANCE I, LLC

Jurisdiction of Formation: Delaware
FEIN: 26 ###-###-####
State organization ID number: 4555820
Chief Executive Office/Principal place of business:
One Meridian Crossings, Suite 100
Minneapolis, MN 55423

SCHEDULE II
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY

ADDITIONAL PLACES OF BUSINESS

None.

SCHEDULE III
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY

TRADE NAMES; PRIOR LEGAL NAMES; MERGERS

•		Trade Names; Prior Legal Names
		RESIDENTIAL FUNDING COMPANY, LLC
		Prior Names: Residential Funding Corporation                        RFC Acquisition Corporation
		GMAC MORTGAGE, LLC
		Prior Names: GMAC Mortgage Corporation
		RESIDENTIAL CAPITAL, LLC
		Prior Names: Residential Capital Corporation
		HOMECOMINGS FINANCIAL, LLC
		Prior Names: Homecomings Financial Network, Inc.                        Residential Money Centers, Inc.
		GMAC-RFC HOLDING COMPANY, LLC
		Prior Names: GMAC-RFC Holding Corp.                        GMAC RF, Inc.
		GMAC RESIDENTIAL HOLDING COMPANY, LLC
		Prior Names: GMAC Residential Holding Corp.
		RFC ASSET HOLDINGS II, LLC
		Prior Names: RFC Asset Holdings II, Inc.
		PASSIVE ASSET TRANSACTIONS, LLC
		Prior Names: Passive Asset Transactions, Inc.
		DEVELOPERS OF HIDDEN SPRINGS, LLC
		Prior Names: Developers of Hidden Springs, Inc.

		DOA HOLDING PROPERTIES, LLC
		Prior Names: None
		EQUITY INVESTMENT I, LLC
		Prior Names: Core Equity I, LLC
		EQUITY INVESTMENT IV, LLC
		Prior Names: None
		RESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC
		Prior Names: None
		RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC
		Prior Names: None
		HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC
		Prior Names: None
		GMAC MODEL HOME FINANCE I, LLC
		Prior Names: None
•		Mergers
		GMAC MORTGAGE, LLC
		On October 25, 2006, GMAC Mortgage, LLC merged with GMAC Mortgage Corporation.
		GMAC-RFC HOLDING COMPANY, LLC
		On July 11, 2006, GMAC-RFC Holding Company, LLC merged with GMAC-RFC Holding Corp.
		DEVELOPERS OF HIDDEN SPRINGS, LLC
		On August 10, 2006, Developers of Hidden Springs, LLC merged with Developers of Hidden Springs, Inc.

SCHEDULE IV
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY
INTELLECTUAL PROPERTY

Trademarks

Serial No.

Mark

Owner

Filing Date

Status

Reg No.

Reg Date

78601736

EQUITYWISE

GMAC MORTGAGE LLC

Allowed

76546683

HOME COMMAND

GMAC MORTGAGE LLC

2003/09/24

Allowed

75278616

DITECH

GMAC MORTGAGE LLC

1997/04/21

Registered

2158800

1998/05/19

78559960

105 SELECT

GMAC MORTGAGE LLC

2005/02/03

Registered

3298930

2007/09/25

76434684

DITECH.COM — YOUR MORTGAGE SOLUTION DELIVERED

GMAC MORTGAGE LLC

2002/07/26

Registered

2721143

2003/06/03

76434953

I LOST ANOTHER LOAN TO DITECH

GMAC MORTGAGE LLC

2002/07/26

Registered

2721148

2003/06/03

75401660

GLORIA NILSON

GMAC MORTGAGE LLC

1997/12/08

Registered

2245688

1999/05/18

78106868

DITECH.COM — YOUR 24/7 MORTGAGE SOLUTION

GMAC MORTGAGE LLC

2002/02/05

Registered

2702661

2003/04/01

76494789

SERVICE YOU DESERVE. PEOPLE YOU TRUST.

GMAC MORTGAGE LLC

2003/03/06

Registered

2808259

2004/01/27

75604188

DITECH.COM

GMAC MORTGAGE LLC

1998/12/09

Registered

2696027

2003/03/11

76463368

CALDIRECT HOMES LOANS

GMAC MORTGAGE LLC

2002/10/31

Registered

2846071

2004/05/25

76492563

HOMESTRENGTH

GMAC MORTGAGE LLC

2003/02/26

Registered

2846225

2004/05/25

76515655

DITECH.COM — SPEED GUARANTEED

GMAC MORTGAGE LLC

2003/05/20

Registered

2861149

2004/07/06

76579265

BUILDER POWER (& DESIGN)

GMAC MORTGAGE LLC

2004/03/05

Registered

2927621

2005/02/22

76579614

CALDIRECT

GMAC MORTGAGE LLC

2004/03/08

Registered

2928628

2005/03/01

76580149

DITECH RACING

GMAC MORTGAGE LLC

2004/03/10

Registered

2928640

2005/03/01

76603778

DITECH.COM HOME LOANS

GMAC MORTGAGE LLC

2004/07/23

Registered

2928647

2005/03/01

76603959

DITECH.COM HOME LOANS (& DESIGN)

GMAC MORTGAGE LLC

2004/07/26

Registered

2928648

2005/03/01

76579639

MOVE IN AMERICA

GMAC MORTGAGE LLC

2004/03/08

Registered

2930402

2005/03/08

76579638

MOVE IN AMERICA (& DESIGN)

GMAC MORTGAGE LLC

2004/03/08

Registered

2941383

2005/04/19

76527153

TRUSTED ADVISOR, SKILLED NEGOTIATOR, AND EXPERT FACILITATOR

GMAC MORTGAGE LLC

2003/07/01

Registered

3002328

2005/09/27

76627771

P PREMIER SERVICE

GMAC MORTGAGE LLC

2005/01/13

Registered

3039786

2006/01/10

78566421

TRUSTED ADVISOR

GMAC MORTGAGE LLC

2005/02/14

Registered

3102238

2006/06/06

78646165

DITECH AT WORK

GMAC MORTGAGE LLC

2005/06/08

Registered

3122167

2006/07/25

Serial No.

Mark

Owner

Filing Date

Status

Reg No.

Reg Date

78855597

PACIFIC UNION

GMAC MORTGAGE LLC

2006/04/06

Registered

3206054

2007/02/06

78656722

BUYLINE

GMAC MORTGAGE LLC

2005/06/23

Registered

3234981

2007/04/24

78635792

ONESTOP HOMEOWNERSHIP SERVICES

GMAC MORTGAGE LLC

2005/05/24

Registered

3265985

2007/07/17

78542966

GHS MORTGAGE

GMAC MORTGAGE LLC

2005/01/06

Registered

3288664

2007/09/04

76593441

DITECH.COM FREEDOM LOAN

GMAC MORTGAGE LLC

2004/05/21

Registered

3291310

2007/09/11

76597261

GO FAST

GMAC MORTGAGE LLC

2004/06/14

Registered

3325181

2007/10/30

78566539

EXPERT FACILITATOR

GMAC MORTGAGE LLC

2005/02/14

Registered

3353357

2007/12/11

78917057

DITECH ESIGNATURE

GMAC MORTGAGE LLC

2006/06/26

Registered

3396372

2008/03/11

78883555

REAL LIFE. REAL SOLUTIONS.

GMAC MORTGAGE LLC

2006/05/15

Registered

3314584

2007/10/16

78887861

DITECH GUARANTEE

GMAC MORTGAGE, LLC

2006/05/19

Allowed

78679328

DITECH MORTGAGE SOLUTIONS

GMAC MORTGAGE, LLC

2005/07/27

Allowed

78742599

HOME REWARDS

GMAC MORTGAGE, LLC

2005/10/28

Published

78113601

HOME DREAMS ONLINE

GMAC MORTGAGE, LLC

2002/03/08

Registered

2880218

2004/08/31

78127454

BUILDER POWER

GMAC MORTGAGE, LLC

2002/05/09

Registered

2896306

2004/10/19

76495996

CAL DIRECT HOME LOANS (& DESIGN)

GMAC MORTGAGE, LLC

2003/03/10

Registered

2903746

2004/11/16

76560776

PATHWAYS

GMAC MORTGAGE, LLC

2003/11/20

Registered

2910065

2004/12/14

76561220

THE HOMESTRETCH PLAN

GMAC MORTGAGE, LLC

2003/11/21

Registered

2910069

2004/12/14

76586655

CUOTA UNICA DITECH

GMAC MORTGAGE, LLC

2004/04/14

Registered

2947511

2005/05/10

76586659

SMARTWATCH

GMAC MORTGAGE, LLC

2004/04/14

Registered

2982713

2005/08/09

76492773

HOMEFLEX

GMAC MORTGAGE, LLC

2003/02/26

Registered

2992858

2005/09/06

76576481

DITECH FLAT FEE

GMAC MORTGAGE, LLC

2004/02/20

Registered

3007701

2005/10/18

76598815

SETTLE AMERICA

GMAC MORTGAGE, LLC

2004/06/23

Registered

3025621

2005/12/13

76586657

BORRON Y CUENTA NUEVA

GMAC MORTGAGE, LLC

2004/04/14

Registered

3047591

2006/01/24

78113668

HELPING YOU MANAGE THE INVESTMENT IN YOUR HOME

GMAC MORTGAGE, LLC

2002/03/08

Registered

3068871

2006/03/14

76610623

FLEXSELECT

GMAC MORTGAGE, LLC

2004/09/09

Registered

3071594

2006/03/21

76560283

POWER PUNCH

GMAC MORTGAGE, LLC

2003/11/17

Registered

3077130

2006/04/04

76575312

DITECH-1

GMAC MORTGAGE, LLC

2004/02/12

Registered

3080195

2006/04/11

78622953

LA ULTIMA PALABRA EN PRESTAMOS

GMAC MORTGAGE, LLC

2005/05/04

Registered

3082700

2006/04/18

78623519

CLOSE FOR A CAUSE

GMAC MORTGAGE, LLC

2005/05/05

Registered

3085260

2006/04/25

76609555

Warehouse Express

GMAC MORTGAGE, LLC

2004/09/01

Registered

3325194

2007/10/30

74279689

HOMECOMINGS

GMAC MORTGAGE, LLC

1992/05/28

Registered

1792907

1993/09/14

76494788

PREMIER SERVICE

GMAC RESIDENTIAL HOLDING COMPANY, LLC

2003/03/06

Registered

2914178

2004/12/28

78855608

PACIFIC UNION ADVANTAGE

GMAC RESIDENTIAL HOLDING COMPANY, LLC

2006/04/06

Allowed

Serial No.

Mark

Owner

Filing Date

Status

Reg No.

Reg Date

78566532

SKILLED NEGOTIATOR

GMAC RESIDENTIAL HOLDING COMPANY, LLC

2005/02/14

Pending

78797825

FLEXPAT

GMAC RESIDENTIAL HOLDING COMPANY, LLC

2006/01/24

Allowed

78923245

SUPPLIER DIRECT (& DESIGN)

GMAC RESIDENTIAL HOLDING COMPANY, LLC

2006/07/06

Registered

3237366

2007/05/01

78923210

SUPPLIER DIRECT

GMAC RESIDENTIAL HOLDING COMPANY, LLC

2006/07/06

Registered

3237365

2007/05/01

76576712

P

GMAC RESIDENTIAL HOLDING COMPANY, LLC

2004/02/23

Registered

3361159

2008/01/01

77127127

KEYCHAIN ALLIANCE

RESIDENTIAL CAPITAL, LLC

Published

78139312

QUICKWISE

RESIDENTIAL FUNDING COMPANY, LLC

2002/06/27

Registered

2707254

2003/04/15

74348910

GOAL LINE

RESIDENTIAL FUNDING COMPANY, LLC

1993/01/15

Registered

1829015

1994/03/29

74713806

GOAL LOAN

RESIDENTIAL FUNDING COMPANY, LLC

1995/08/10

Registered

1995345

1996/08/20

78023446

LINE@PRIME

RESIDENTIAL FUNDING COMPANY, LLC

2000/08/29

Registered

2552727

2002/03/26

74275769

RFC

RESIDENTIAL FUNDING COMPANY, LLC

1992/05/15

Registered

1840863

1994/06/21

78096942

ALTERNET

RESIDENTIAL FUNDING COMPANY, LLC

2001/12/06

Pending

Patents

PATENT

COUNTRY/TYPE

TITLE

SERIAL NO.

FILED

STATUS

NO.

ISSUED

Assignment Status

US — UTILITY

SIMULATION TECHNIQUE FOR GENERATION OF AVM AND COLLATERAL RISK INDICATOR RULE SET

11484262

2006/07/11

PUBLISHED

Assignment to Residential Funding Corporation by Susan Allen and Beth Harasimowicz

PCT

GENERATION OF AVM AND COLLATERAL RISK INDICATOR RULE SET

PCTUS0715793

2007/07/11

PUBLISHED

Covered by the assignment in Serial Number 11484262

US — UTILITY

SYSTEM AND METHOD FOR EVALUATING SECONDARY MARKET OPTIONS FOR LOANS

10688321

2003/10/17

OFFICE ACTION PENDING

Assignment to GMAC RFC by Dan Bettenburg and Frank Doherty. This will be fixed to show assignment to Residential Funding Company, LLC

US — UTILITY

STORED, TEMPORARY ALTERATION OF BUSINESS LOGIC

09952995

2001/09/14

APPEALED

Assignment to Residential Funding Corporation by Peter (Ken) Cychosz and Brian Gilkay

SCHEDULE V
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY

COMMERCIAL TORT CLAIMS

None.

SCHEDULE VI
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY

INITIAL COLLATERAL

1.

Mortgage Loans

	(a)		All mortgage loans identified in the ATS (as hereinafter defined) under the column “ATS FF” by the Code T215. “ATS” means the internal database maintained by Residential Funding Company, LLC for the purposes of tracking the facility to which unsold mortgage loans are pledged.
	(b)		Mortgage loans (i) secured by real estate located in Canada and for which the mortgage notes are in the possession of Computershare Trust Company of Canada and (ii) sold to Residential Funding Company, LLC on or prior to the Closing Date.
	(c)		Mortgage loans insured by the Federal Housing Administration (“FHA”) or the U.S. Department of Veterans Affairs (“VA”) and as to which the applicable borrower has defaulted and a claim exists against either the VA or the FHA.

2.

Servicing Advances

(a)

All right, title and interest of either Residential Funding Company, LLC or GMAC Mortgage, LLC in and to Servicing P&I Advances and Servicing T&I Advances or Servicing Corporate Advances other than (i) Servicing Contracts with FNMA, Freddie Mac or GNMA or (ii) in the case of GMAC Mortgage, LLC any rights in any Servicing Contract transferred to GMACR MORTGAGE PRODUCTS, LLC prior to the Closing Date, and (iii) in the case of Residential Funding Company, LLC, any interest in any Servicing Contract transferred to RFC-GSAP Servicer Advance, LLC prior to the Closing Date.

3.		Securities Accounts – see attached Exhibit A to this Schedule VI.
4.		Pledged Interests – see attached Exhibit B to this Schedule VI.
5.		Pledged Notes – see attached Exhibit C to this Schedule VI.

6.

Construction, Mezzanine and Working Capital Loans – (i) all first lien construction loans, including distressed construction loans, (ii) all mezzanine loans, including distressed loans, secured by equity interests in entities owning real estate and real estate-related assets, and (iii)all working capital loans which were unencumbered as of February 29, 2008.

EXHIBIT A TO SCHEDULE VI

SECURITIES ACCOUNTS

		Financial
Account Owner		Institution		Account Number		Account Name
GMAC Mortgage, LLC		JP Morgan		G08567		GMAC Mortgage, LLC MSR Securities and HEQ Residual Account
GMAC Mortgage, LLC		JP Morgan		G54823		GMAC Mortgage, LLC Direct Pair Off Account
Passive Asset Transactions, LLC		JP Morgan		P66230		Passive Asset Transactions, LLC
Residential Funding Company, LLC		State Street		BGLS		Residential Funding Company, LLC Capital Markets Pledged RFC
Residential Funding Company, LLC		State Street		BGLX		Residential Funding Company, LLC PIA Pledged RFC
Residential Funding Company, LLC		State Street		BGLY		Residential Funding Company, LLC RIF Pledged RFC
Residential Funding Company, LLC		State Street		BGLU		Residential Funding Company, LLC Capital Markets Pledged RAHI II
Residential Funding Company, LLC		State Street		BGLV		Residential Funding Company, LLC RIF Pledged RAHI II
Residential Funding Company, LLC		State Street		BGLW		Residential Funding Company, LLC PIA Pledged RAHI II

EXHIBIT B TO SCHEDULE VI

PLEDGED INTERESTS

		Interest
		Type of		Interests Owned						% of Interests of
Pledged Interests Issuer		Interest		by Pledgor				Pledgor		Pledgor Pledged
Hidden Springs Sewer Company, LLC		Limited Liability Company			100	%		Developers of Hidden Springs, LLC			100	%
DOA Properties I, LLC		Limited Liability Company			100	%		DOA Holding Properties, LLC			100	%
DOA Properties II, LLC		Limited Liability Company			100	%		DOA Holding Properties, LLC			100	%
Residential Mortgage Real Estate Holdings, LLC		Limited Liability Company			100	%		GMAC Mortgage, LLC			100	%
GMCMTH, LLC		Limited Liability Company			100	%		GMAC Model Home Finance, LLC			100	%
KBOne, LLC		Limited Liability Company			100	%		GMAC Model Home Finance, LLC			100	%
LENOne, LLC		Limited Liability Company			100	%		GMAC Model Home Finance, LLC			100	%
WPSHOne, LLC		Limited Liability Company			100	%		GMAC Model Home Finance, LLC			100	%
RFC MHF Funding, LLC		Limited Liability Company			100	%		GMAC Model Home Finance, LLC			100	%
Homecomings Financial Real Estate Holdings, LLC		Limited Liability Company			100	%		Homecomings Financial, LLC			100	%

				Interest
		Type of		Interests Owned						% of Interests of
Pledged Interests Issuer		Interest		by Pledgor				Pledgor		Pledgor Pledged
GMAC Residential Holding Company, LLC		Limited Liability Company			100	%		Residential Capital, LLC			100	%
Developers of Hidden Springs, LLC		Limited Liability Company			100	%		Residential Funding Company, LLC			100	%
DOA Holding Properties, LLC		Limited Liability Company			100	%		Residential Funding Company, LLC			100	%
GMAC Model Home Finance, LLC		Limited Liability Company			100	%		Residential Funding Company, LLC			100	%
RFC Construction Funding, LLC		Limited Liability Company			100	%		Residential Funding Company, LLC			100	%
Marbella Lakes Associates, LLC (f/k/a DOA Properties VIII (Marbella Lakes), LLC)		Limited Liability Company			66.67	%		Equity Investment IV, LLC			100	%

EXHIBIT C TO SCHEDULE VI

PLEDGED NOTES

Pledged Note Issuer		Pledged Note		Pledged Note Holder
GX CE Funding B.V.		Note (Note Certificate No. 1) dated 4 June 2008 in the principal amount of EUR 556,992,836.00 due 3 June 2009 issued under the Variable Funding Loan Note Agreement dated 4 June 2008		Residential Capital, LLC
Viaduct (No. 7) Limited		Note dated 4 June 2008 in the principal amount of £658,116,612.47 due 18 June 2008 issued under the Note Issuance Facility Deed dated on or about 2 June 2008		Residential Capital, LLC

SCHEDULE VI(a)
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY

FINANCING STATEMENTS DISCLOSURE SCHEDULE

Filing #; Filing Date; Jurisdiction; Debtor; Secured Party

1. Initial Filing # 2007 ###-###-####; filed on 12/11/2007; jurisdiction Delaware; GMAC Mortgage, LLC as Debtor and JPMorgan Chase Bank, N.A. as Secured Party*;

2. Initial Filing # 6413972 1; filed on 11/28/2006; jurisdiction Delaware; Residential Funding Company, LLC as Debtor and Credit Suisse First Boston Mortgage Capital LLC as Secured Party*;

3. Initial Filing # 6413972 1 as amended by 2008 1486503; filed on 04/29/2008; jurisdiction Delaware; Residential Funding Company, LLC as Debtor and Credit Suisse First Boston Mortgage Capital LLC as Secured Party*;

4. Initial Filing # 6448982 9; filed on 12/21/2006 ; jurisdiction Delaware; GMCMTH, LLC as Debtor and GMAC Model Home Finance, LLC as Secured Party*;

5. Initial Filing # 4362538 3; filed on 12/22/2004 ; jurisdiction Delaware; Homecomings Financial, LLC as Debtor and Residential Funding Company, LLC as Additional Debtor and Credit Suisse First Boston Mortgage Capital LLC as Secured Party*;

6. Initial Filing # 4362538 3 as amended by 2008 1486461; filed on 04/29/2008; jurisdiction Delaware; Homecomings Financial, LLC as Debtor and Residential Funding Company, LLC as Additional Debtor and Credit Suisse First Boston Mortgage Capital LLC as Secured Party*;

7. Initial Filing # 2007 ###-###-####; filed on 11/14/2007; jurisdiction Delaware; GMAC Mortgage, LLC as Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured Party*;

8. Initial Filing # 2007 ###-###-####; filed on 12/12/2007; jurisdiction Delaware; GMAC Mortgage, LLC as Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured Party*;

9. Initial Filing # 5238450 2; filed on 07/28/2005; jurisdiction Delaware; Residential Funding Corporation as Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured Party*;

10. Initial Filing # 5238450 2 as amended by ###-###-#### 9; filed on 06/02/2006; jurisdiction Delaware; Residential Funding Corporation as Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured Party*;

11. Initial Filing # 2007 ###-###-####; filed on 12/12/2007; jurisdiction Delaware; Homecomings Financial, LLC as Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured Party*;

12. Initial Filing # 2008 0785533; filed on 03/04/2008; jurisdiction Delaware; GMAC Mortgage, LLC as Debtor and Credit Suisse First Boston, New York Branch as Secured Party*¹;

13. Initial Filing # 2008 1437654; filed on 04/24/2008; jurisdiction Delaware; Residential Funding Company, LLC as Debtor and Residential Funding Mortgage Securities II, Inc. as Secured Party;

14. Initial Filing # 2007 3119855; filed on 07/30/2007; jurisdiction Delaware; GMAC Mortgage, LLC as Debtor and Comerica Bank as Secured Party*²;

15. Initial Filing # 2007 0405653; filed on 01/31/2007; jurisdiction Delaware; GMAC Mortgage, LLC as Debtor and Bank of America, N.A. as Secured Party*³; and

16. Initial Filing # 2007 ###-###-####; filed on 06/12/2007; jurisdiction Delaware; Homecomings Financial, LLC as Debtor and Sherman Originator LLC as Secured Party.

EXHIBIT C TO SCHEDULE VI

PLEDGED NOTES

Pledged Note Issuer		Pledged Note		Pledged Note Holder
GX CE Funding B.V.		Note (Note Certificate No. 1) dated 4 June 2008 in the principal amount of EUR 556,992,836.00 due 3 June 2009 issued under the Variable Funding Loan Note Agreement dated 4 June 2008		Residential Capital, LLC
Viaduct (No. 7) Limited		Note dated 4 June 2008 in the principal amount of £658,116,612.47 due 18 June 2008 issued under the Note Issuance Facility Deed dated on or about 2 June 2008		Residential Capital, LLC

SCHEDULE VI(a)
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY

FINANCING STATEMENTS DISCLOSURE SCHEDULE

Filing #; Filing Date; Jurisdiction; Debtor; Secured Party

1. Initial Filing # 2007 ###-###-####; filed on 12/11/2007; jurisdiction Delaware; GMAC Mortgage, LLC as Debtor and JPMorgan Chase Bank, N.A. as Secured Party*;

2. Initial Filing # 6413972 1; filed on 11/28/2006; jurisdiction Delaware; Residential Funding Company, LLC as Debtor and Credit Suisse First Boston Mortgage Capital LLC as Secured Party*;

3. Initial Filing # 6413972 1 as amended by 2008 1486503; filed on 04/29/2008; jurisdiction Delaware; Residential Funding Company, LLC as Debtor and Credit Suisse First Boston Mortgage Capital LLC as Secured Party*;

4. Initial Filing # 6448982 9; filed on 12/21/2006 ; jurisdiction Delaware; GMCMTH, LLC as Debtor and GMAC Model Home Finance, LLC as Secured Party*;

5. Initial Filing # 4362538 3; filed on 12/22/2004 ; jurisdiction Delaware; Homecomings Financial, LLC as Debtor and Residential Funding Company, LLC as Additional Debtor and Credit Suisse First Boston Mortgage Capital LLC as Secured Party*;

6. Initial Filing # 4362538 3 as amended by 2008 1486461; filed on 04/29/2008; jurisdiction Delaware; Homecomings Financial, LLC as Debtor and Residential Funding Company, LLC as Additional Debtor and Credit Suisse First Boston Mortgage Capital LLC as Secured Party*;

7. Initial Filing # 2007 ###-###-####; filed on 11/14/2007; jurisdiction Delaware; GMAC Mortgage, LLC as Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured Party*;

8. Initial Filing # 2007 ###-###-####; filed on 12/12/2007; jurisdiction Delaware; GMAC Mortgage, LLC as Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured Party*;

9. Initial Filing # 5238450 2; filed on 07/28/2005; jurisdiction Delaware; Residential Funding Corporation as Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured Party*;

10. Initial Filing # 5238450 2 as amended by ###-###-#### 9; filed on 06/02/2006; jurisdiction Delaware; Residential Funding Corporation as Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured Party*;

11. Initial Filing # 2007 ###-###-####; filed on 12/12/2007; jurisdiction Delaware; Homecomings Financial, LLC as Debtor and Federal National Mortgage Association (a/k/a Fannie Mae) as Secured Party*;

12. Initial Filing # 2008 0785533; filed on 03/04/2008; jurisdiction Delaware; GMAC Mortgage, LLC as Debtor and Credit Suisse First Boston, New York Branch as Secured Party*⁴;

13. Initial Filing # 2008 1437654; filed on 04/24/2008; jurisdiction Delaware; Residential Funding Company, LLC as Debtor and Residential Funding Mortgage Securities II, Inc. as Secured Party;

14. Initial Filing # 2007 3119855; filed on 07/30/2007; jurisdiction Delaware; GMAC Mortgage, LLC as Debtor and Comerica Bank as Secured Party*⁵;

15. Initial Filing # 2007 0405653; filed on 01/31/2007; jurisdiction Delaware; GMAC Mortgage, LLC as Debtor and Bank of America, N.A. as Secured Party*⁶; and

16. Initial Filing # 2007 ###-###-####; filed on 06/12/2007; jurisdiction Delaware; Homecomings Financial, LLC as Debtor and Sherman Originator LLC as Secured Party.

SCHEDULE VII
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY

DIRECT SUBSIDIARIES

				Jurisdiction of
				Incorporation
Parent		Subsidiary		(Subsidiary)
GMAC Mortgage, LLC		CAP RE of Vermont, LLC		Vermont
		Ditech, LLC		Delaware
		Executive Closing Services, LLC		Delaware
		Executive Trustee Services, LLC		Delaware
		GMAC Mortgage USA Corporation		Delaware
		GMAC Mortgage, LLC of TN		Delaware
		GMACR Mortgage Products, LLC		Delaware
		GMV Management Services, LLC		Delaware
		Horsham Funding, LLC		Delaware
		Ladue Associates, Inc.		Pennsylvania
		MINT I VFN Holdings, LLC		Delaware
		MINT I, LLC		Delaware
		Passive Asset Transactions, LLC		Delaware
		Residential Consumer Services, LLC		Delaware
		Residential Mortgage Real Estate Holdings, LLC		Delaware
		Walnut Grove Funding, LLC		Delaware
Residential Funding Company, LLC		Asset Lending Company II, LLC		Delaware
		Asset Management Performance Services, LLC		Delaware
		Developers of Hidden Springs, LLC		Delaware
		DOA Holding Properties, LLC		Delaware
		EPRE LLC		Delaware
		Equity Investment I, LLC		Delaware
		Equity Investments II, LLC		Delaware
		Equity Investment III, LLC		Delaware
		Equity Investment IV, LLC		Delaware
		GMAC Model Home Finance, LLC		Delaware
		GMAC Model Home Finance I, LLC		Delaware
		GMAC-RFC Australia Pty Limited		Australia
		GMAC-RFC Europe Limited		U.K.
		GMAC-RFC Holdings Limited		U.K.
		GMAC-RFC Ireland Limited		U.K.
		Homecomings Financial, LLC		Delaware
		MFC Asset, LLC		Delaware
		MINT II Holdings LLC		Delaware
		MINT II, LLC		Delaware

				Jurisdiction of
				Incorporation
Parent		Subsidiary		(Subsidiary)
		REG-PFH, LLC		Delaware
		Residential Asset Management Company LLC		Delaware
		Residential Funding Mortgage Exchange, LLC		Delaware
		Residential Funding of Canada Finance ULC		Canada
		Residential Funding Real Estate Holdings, LLC		Delaware
		Residential Funding Securities, LLC		Delaware
		RFC — GSAP Servicer Advance, LLC		Delaware
		RFC ABS CDO WHSub I Ltd		Cayman Islands
		RFC Advance Depositor, LLC		Delaware
		RFC Asset Holdings II, LLC		Delaware
		RFC Asset Management, LLC		Delaware
		RFC Construction Funding, LLC		Delaware
		RFC Investments Limited		U.K.
		RFC Resort Funding, LLC		Delaware
GMAC-RFC Holding Company, LLC		Residential Accredit Loans, Inc.		Delaware
		Residential Asset Mortgage Products, Inc.		Delaware
		Residential Asset Securities Corporation		Delaware
		Residential Funding Company, LLC		Delaware
		Residential Funding Mortgage Securities I, Inc.		Delaware
		Residential Funding Mortgage Securities II, Inc.		Delaware
Residential Capital, LLC		GMAC Residential Holding Company, LLC		Delaware
		GMAC-RFC Holding Company, LLC		Delaware
		IB Finance Holding Company, LLC		Delaware
Homecomings Financial, LLC		HFN REO Sub II, LLC		Delaware
		Homecomings Financial Real Estate Holdings, LLC		Delaware
GMAC Residential Holding Company, LLC		GMAC Home Services, LLC		Delaware
		GMAC Mortgage, LLC		Delaware
		GHS Global Relocation UK Limited		U.K.
		GMACB Service Company, LLC		Delaware
		GMACRH Settlement Services, LLC		Delaware
Developers of Hidden Springs, LLC		Hidden Springs Sewer Company, LLC		Delaware
DOA Holding Properties, LLC		DOA Properties I, LLC		Delaware
		DOA Properties II, LLC		Delaware

				Jurisdiction of
				Incorporation
Parent		Subsidiary		(Subsidiary)
		DOA Properties III (Models), LLC		Delaware
		DOA Properties IIIB (KB Models), LLC		Delaware
		DOA Properties IV, LLC		Delaware
		DOA Properties V (Lots-CA), LLC		Delaware
		DOA Properties VII (Lots-NV), LLC		Delaware
		DOA Properties IX (Lots-Other), LLC		Delaware
Equity Investment IV, LLC		Marbella Lakes Associates, LLC (f/k/a DOA Properties VIII (Marbella Lakes), LLC)		Delaware
GMAC Model Home Finance I, LLC		CHM Holdings, LLC		Delaware
Residential Funding Company, LLC (99.99%)		GMAC Financiera, S.A. de C.V.		Mexico
		GMAC Hipotecaria, S.A. de C.V.		Mexico
		GMAC-RFC Brasil Ltda		Brazil
		GMAC-RFC Chile Inversiones Ltda		Chile
Residential Funding Company, LLC (99.99999968%)		GMAC-RFC Auritec, S.A.		Mexico
Residential Funding Company, LLC (99%)		GMAC RFC International Holdings Cooperatief U.A.		Netherlands
GMAC-RFC Holding Company, LLC (0.01%)		GMAC RFC International Holdings Cooperatief U.A.		Netherlands
Homecomings Financial, LLC (0.01%)		GMAC-RFC Brasil Ltda		Brazil
		GMAC-RFC Chile Inversiones Ltda		Chile
Homecomings Financial, LLC (0.00000032%)		GMAC-RFC Auritec, S.A.		Mexico

SCHEDULE VIII
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY

EXCLUDED SIGNIFICANT SUBSIDIARIES

None.

SCHEDULE IX
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY

BAILMENT COLLATERAL

1.

Stock Certificate dated June 2, 2008, certifying that Residential Funding Company, LLC owns twenty-four million two hundred seventy seven thousand five hundred (24,277,500) ordinary shares of GMAC-RFC Australia Pty Limited, a corporation formed under the laws of Australia (the “Company”), standing in its name on the books of the Company, which is represented by Certificate No. 6, along with an undated Irrevocable Stock Power executed by Residential Funding Company, LLC authorizing transfer to Wells Fargo Bank, N.A.

2.

Stock Certificate dated May 8, 1995, certifying that GMAC-RFC Holding Company, LLC (formerly known as GMAC RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per share, of Residential Funding Mortgage Securities II, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), standing in its name on the books of the Company, which is represented by Certificate No. 1, along with an undated Irrevocable Stock Power executed by GMAC-RFC Holding Company, LLC authorizing transfer to Wells Fargo Bank, N.A.

3.

Stock Certificate dated December 7, 1994, certifying that GMAC-RFC Holding Company, LLC (formerly known as GMAC RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per share, of Residential Asset Securities Corporation, a corporation formed under the laws of the State of Delaware (the “Company”), standing in its name on the books of the Company, which is represented by Certificate No. 1, along with an undated Irrevocable Stock Power executed by GMAC-RFC Holding Company, LLC authorizing transfer to Wells Fargo Bank, N.A.

4.

Stock Certificate dated August 14, 1995, certifying that GMAC-RFC Holding Company, LLC (formerly known as GMAC RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per share, of Residential Accredit Loans, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), standing in its name on the books of the Company, which is represented by Certificate No. 1, along with an undated Irrevocable Stock Power executed by GMAC-RFC Holding Company, LLC authorizing transfer to Wells Fargo Bank, N.A.

5.

Stock Certificate dated April 20, 2006, certifying that GMAC Mortgage, LLC (formerly known as GMAC Mortgage Corporation) owns three thousand (3,000) shares of common stock, par value $0.01 per share, of GMAC Mortgage USA Corporation, a corporation formed under the laws of the State of Delaware (the “Company”), standing in its name on the books of the Company, which is represented by Certificate No. 1, along with an undated Irrevocable Stock Power executed by GMAC Mortgage, LLC authorizing transfer to Wells Fargo Bank, N.A.

6.		Dutch Note (Note Certificate No. 1) dated 4 June 2008 in the principal amount of EUR 556,992,836.00 due 3 June 2009 issued under the Variable Funding Loan Note Agreement dated 4 June 2008 between GX CE Funding B.V., as issuer, and Residential Capital, LLC, as subscriber.
7.		UK Note Certificate dated 4 June 2008 in the principal amount of £658,116,612.47 due 18 June 2008, issued under the Note Issuance Facility Deed dated on or about 2 June 2008 between Viaduct (No. 7) Limited, as issuer, and Residential Capital, LLC, as noteholder.
8.		Stock Certificate dated June 9, 2008, certifying that GMAC Mortgage, LLC (formerly known as GMAC Mortgage Corporation) owns one hundred (100) shares of common stock, without par value, of Ladue Associates, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), standing in its name on the books of the Company, which is represented by Certificate No. 1; along with an Irrevocable Stock Power executed by GMAC Mortgage, LLC authorizing transfer to Wells Fargo Bank, N.A dated June 9, 2008.
9.		Stock Certificate dated June 13, 2008, certifying that GMAC-RFC Holding Company, LLC (formerly known as GMAC RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per share, of Residential Asset Mortgage Products, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), standing in its name on the books of the Company, which is represented by Certificate No. 2; along with an Irrevocable Stock Power executed by GMAC-RFC Holding Company, LLC authorizing transfer to Wells Fargo Bank, N.A dated June 13, 2008.
10.		Stock Certificate dated June 13, 2008, certifying that GMAC-RFC Holding Company, LLC (formerly known as GMAC RF, Inc.) owns one thousand (1,000) shares of common stock, par value $0.01 per share, of Residential Funding Mortgage Securities I, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), standing in its name on the books of the Company, which is represented by Certificate No. 2; along with an Irrevocable Stock Power executed by GMAC-RFC Holding Company, LLC authorizing transfer to Wells Fargo Bank, N.A dated June 13, 2008.
11.		Stock Certificatei, undated, certifying that RFC LLC is the Registered Proprietor of 122,276,661 ordinary shares, of £1 each, of GMAC-RFC Holdings Limited, a company incorporated in England and Wales (registered number 03471082) whose registered office is at Eastern Gate, Brants Bridge, Bracknell, Berkshire RG12 9BZ (“GMAC Holdings”), which is represented by Certificate No. 1; along with an undated Stock Transfer Form executed by Residential Funding Company, LLC with transferee information blank.
12.		Stock Certificate†, undated, certifying that RFC LLC is the Registered Proprietor of 65 ordinary shares, of £1 each, of GMAC-RFC Europe Limited, a company incorporated in England and Wales (registered number 03987700) whose registered office is at Eastern Gate, Brants Bridge,

		Bracknell, Berkshire RG12 9BZ (“GMAC Europe”), which is represented by Certificate No. 1; along with an undated Stock Transfer Form executed by Residential Funding Company, LLC with transferee information blank.
13.		Stock Certificate†, undated, certifying that RFC LLC is the Registered Proprietor of 3,250,000 ordinary shares, of £1 each, of RFC Investments Limited, a company incorporated in England and Wales (registered number 03488658) whose registered office is at Eastern Gate, Brants Bridge, Bracknell, Berkshire RG12 9BZ (“RFC Investments”), which is represented by Certificate No. 1; along with an undated Stock Transfer Form executed by Residential Funding Company, LLC with transferee information blank.
14.		Stock Certificate†, undated, certifying that Residential Funding Company LLC is the Registered Proprietor of 325 ordinary shares, of £1 each, of GMAC-RFC Ireland Limited, a company incorporated in England and Wales (registered number 03709797) whose registered office is at Eastern Gate, Brants Bridge, Bracknell, Berkshire RG12 9BZ (“GMAC Ireland”), which is represented by Certificate No. 1; along with an undated Stock Transfer Form executed by Residential Funding Company, LLC with transferee information blank.
15.		Stock Certificate†, undated, certifying that GMAC Residential Holding Company, LLC f/k/a GMAC Residential Holding Corporation is the Registered Proprietor of 540,221 ordinary shares, of £1 each, of GHS Global Relocation UK Limited, a company incorporated in England and Wales (registered number 03931283) whose registered office is at Fountain House, 4th Floor, 130 Fenchurch Street, London EC3M 5DJ (“GHS”), which is represented by Certificate No. 1; along with an undated Stock Transfer Form executed by GMAC Residential Holding Corporation, now known as GMAC Residential Holding Company, LLC, with transferee information blank.

SCHEDULE X
TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY

DEPOSIT ACCOUNTS OF ADDITIONAL ACCOUNT PARTIES; SECURITIES
ACCOUNTS OF FABS GRANTORS

(a)

Concentration Accounts

		Financial
Account Owner		Institution		Account Number				Account Name
Residential Capital, LLC		Bank of America		12354-69131				Residential Capital, LLC Concentration Account
GMAC Mortgage, LLC		Wachovia		2000042898689				GMAC Mortgage, LLC Concentration Account for the benefit of Wells Fargo, N.A. as Collateral Control Agent
Homecomings Financial, LLC		Wachovia		2000041713516				Homecomings Financial, LLC Concentration Account for the benefit of Wells Fargo, N.A. as Collateral Control Agent
Residential Capital, LLC		Wachovia		2000042898663				Residential Capital, LLC Concentration Account for the benefit of Wells Fargo Bank, N.A. as Collateral Control Agent
Residential Capital, LLC		Wachovia		2000041713626				Residential Capital, LLC IBG Concentration Account for the benefit of Wells Fargo Bank, N.A. as Collateral Control Agent
Residential Funding Company, LLC		Wachovia		2000042898676				Residential Funding Company, LLC Concentration Account for the benefit of Wells Fargo, N.A. as Collateral Control Agent
Residential Capital, LLC		Wachovia		2000042911388				Residential Capital, LLC Serv Advances Concentration Account for the benefit of Wells Fargo Bank, N.A. as Collateral Control Agent

(b)

Sales Proceeds Accounts

		Financial
Account Owner		Institution		Account Number				Account Name
Residential Capital, LLC		Bank of America		12355-82255
GMAC Mortgage, LLC		JP Morgan		0728408567				GMACM MSR SECURITIES AND HEQ RESIDUAL ACCOUNT FOR THE BENEFIT OF WELLS FARGO BANK, N.A. AS COLLATERAL CONTROL AGENT
GMAC Mortgage, LLC		JP Morgan		0728454823				GMACM DIRECT PAIROFF ACCOUNT FOR THE BENEFIT OF WELLS FARGO BANK, N.A. AS COLLATERAL CONTROL AGENT
Passive Asset Transactions, LLC		JP Morgan		0777163338				PASSIVE ASSET TRANSACTIONS, LLC FOR THE BENEFIT OF WELLS FARGO BANK, N.A. AS COLLATERAL CONTROL AGENT
Residential Funding Company, LLC		State Street		004 35 131				Residential Funding Company, LLC Capital Markets Pledged RFC
Residential Funding Company, LLC		State Street		004 351 72				Residential Funding Company, LLC PIA Pledged RFC

		Financial
Account Owner		Institution		Account Number				Account Name
Residential Funding Company, LLC		State Street		004 351 80				Residential Funding Company, LLC RIF Pledged RFC
Residential Funding Company, LLC		State Street		004 351 49				RFC Assets Holdings II, LLC Capital Markets Pledged RAHI II
Residential Funding Company, LLC		State Street		004 351 56				RFC Assets Holdings II, LLC-RIF Pledged RAHI II
Residential Funding Company, LLC		State Street		004 351 64				RFAH-PIA Pledged RAHI II
Residential Funding Company, LLC		Wachovia		2000041713451				Residential Funding Company, LLC Sales Proceeds Account for the benefit of Wells Fargo Bank, N.A. as Collateral Control Agent
Residential Mortgage Real Estate Holdings, LLC		Wachovia		2000041713969				Residential Mortgage Real Estate Holdings, LLC Sales Proceeds Account for the benefit of Wells Fargo Bank, N.A. as Collateral Control Agent
Residential Funding Real Estate Holdings, LLC		Wachovia		2000041713972				Residential Funding Real Estate Holdings, LLC Sales Proceeds Account for the benefit of Wells Fargo Bank, N.A. as Collateral Control Agent
Homecomings Financial Real Estate Holdings, LLC		Wachovia		2000041713985				Homecomings Financial Real Estate Holdings, LLC Sales Proceeds Account for the benefit of Wells Fargo Bank, N.A. as Collateral Control Agent