Joinder Agreement to Pledge and Security Agreements Among Residential Capital, LLC Affiliates and Collateral Agents

Exhibit 10.18

Execution Copy

Joinder Agreement

This JOINDER AGREEMENT, dated as of September 16, 2008 is delivered pursuant to:

(i) Section 15 of the First Priority Pledge and Security Agreement and Irrevocable Proxy (as amended, supplemented, restated or otherwise modified from time to time, the “First Priority Pledge and Security Agreement”), dated as of June 4, 2008, among Residential Funding Company, LLC, GMAC Mortgage, LLC, certain of their Affiliates from time to time parties thereto as Grantors, GMAC LLC, as Lender and Lender Agent (in such capacity, the “First Priority Lender”), and Wells Fargo Bank, N.A., as First Priority Collateral Agent (in such capacity, the “First Priority Collateral Agent”);

(ii) Section 16 of the Second Priority Pledge and Security Agreement and Irrevocable Proxy (as amended, supplemented, restated or otherwise modified from time to time, the “Second Priority Pledge and Security Agreement”), dated as of June 6, 2008, among Residential Capital, LLC, certain of its affiliates from time to time parties thereto as Grantors, U.S. Bank National Association, as Trustee (the “2010 Trustee”), and Wells Fargo Bank, N.A., as Second Priority Collateral Agent (in such capacity, the “Second Priority Collateral Agent”);

(iii) Section 16 of the Third Priority Pledge and Security Agreement and Irrevocable Proxy (as amended, supplemented, restated or otherwise modified from time to time, the “Third Priority Pledge and Security Agreement”), dated as of June 6, 2008, among Residential Capital, LLC, certain of its affiliates from time to time parties thereto as Grantors, U.S. Bank National Association, as Trustee (the “2015 Trustee”), and Wells Fargo Bank, N.A., as Second Priority Collateral Agent (in such capacity, the “Third Priority Collateral Agent”);

(iv) Section 16 of the Hedge Pledge and Security Agreement and Irrevocable Proxy (as amended, supplemented, restated or otherwise modified from time to time, the “Hedge Pledge and Security Agreement” and, together with the First Priority Pledge and Security Agreement, Second Priority Security Agreement and Third Priority Security Agreement, each a “Security Agreement” and collectively, the “Security Agreements”), dated as of August 14, 2008, among Residential Funding Company, LLC, GMAC Mortgage, LLC, certain of their Affiliates from time to time parties thereto as Grantors, and GMAC LLC (in such capacity, the “Hedge Counterparty”); and

(v) Section 8.10 of the Intercreditor Agreement (as amended, supplemented, restated or otherwise modified from time to time, the “Intercreditor Agreement”), dated as of June 6, 2008, among Residential Capital, LLC, Residential Funding Company, LLC, GMAC Mortgage, LLC, certain of their affiliates from time to time parties thereto, the First Priority Lender, the 2010 Trustee, the 2015 Trustee, the First Priority Collateral Agent, the Second Priority Collateral Agent, the Third Priority Collateral Agent, and Wells Fargo Bank, N.A., as collateral control agent (in such capacity, the “Collateral Control Agent”).

WHEREAS, Section 4.03 of the Loan Agreement (as defined under the First Priority Pledge and Security Agreement, and as amended, supplemented, amended and restated or otherwise modified from time to time) requires the Obligors (as defined in the Loan Agreement) to use commercially reasonable efforts to restructure their cash management system prior to the

Joinder Agreement — Additional Account Parties

Account Transfer Date (as defined in the Loan Agreement) so as to enable the Collateral Control Agent to exercise control over all material bank and securities accounts of Residential Capital, LLC and its Subsidiaries (as defined in the Loan Agreement) intended to contain solely funds and securities of Residential Capital, LLC and its Subsidiaries, subject to certain exceptions described therein;

WHEREAS, Section 11(a)(xv) of the Second Priority Pledge and Security Agreement requires that if any Obligor takes action to grant the First Priority Collateral Agent additional collateral it shall do the same for the Second Priority Collateral Agent; and

WHEREAS, Section 11(a)(xv) of the Third Priority Pledge and Security Agreement, which requires that if any Obligor takes action to grant the First Priority Collateral Agent additional collateral it shall do the same for the Third Priority Collateral Agent.

Capitalized terms used herein without definition are used as defined in the First Pledge and Security Agreement.

By executing and delivering this Joinder Agreement, each entity signing as Additional Account Party below (each a “New Additional Account Party”, and collectively the “New Additional Account Parties”):

(a) as provided in Section 15 of the First Priority Pledge and Security Agreement, hereby becomes a party to the First Priority Pledge and Security Agreement as an Additional Account Party thereunder with the same force and effect as if originally named as an Additional Account Party therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, hereby mortgages, pledges, assigns, transfers and hypothecates to the First Priority Collateral Agent for the benefit of the Lender Parties, and grants to the First Priority Collateral Agent for the benefit of the Lender Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Additional Account Party described in Annex A and expressly assumes all obligations and liabilities of an Additional Account Party thereunder. Each New Additional Account Party hereby agrees to be bound as an Additional Account Party for the purposes of the First Priority Pledge and Security Agreement;

(b) as provided in Section 16 of the Second Priority Pledge and Security Agreement, hereby becomes a party to the Second Priority Pledge and Security Agreement as an Additional Account Party thereunder with the same force and effect as if originally named as an Additional Account Party therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (as defined in the Second Priority Pledge and Security Agreement), hereby mortgages, pledges, assigns, transfers and hypothecates to the Second Priority Collateral Agent for the benefit of the Notes Parties (as defined in the Second Priority Pledge and Security Agreement), and grants to the Second Priority Collateral Agent for the benefit of the Notes Parties (as defined in the Second Priority Pledge and Security Agreement) a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned described in Annex A and expressly assumes all obligations and

Joinder Agreement — Additional Account Parties

liabilities of an Additional Account Party thereunder. The undersigned hereby agrees to be bound as an Additional Account Party for the purposes of the Second Priority Pledge and Security Agreement;

(c) as provided in Section 16 of the Third Priority Pledge and Security Agreement, hereby becomes a party to the Third Priority Pledge and Security Agreement as an Additional Account Party thereunder with the same force and effect as if originally named as an Additional Account Party therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (as defined in the Third Priority Pledge and Security Agreement), hereby mortgages, pledges, assigns, transfers and hypothecates to the Third Priority Collateral Agent for the benefit of the Notes Parties (as defined in the Third Priority Pledge and Security Agreement), and grants to the Third Priority Collateral Agent for the benefit of the Notes Parties (as defined in the Third Priority Pledge and Security Agreement) a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned described in Annex A and expressly assumes all obligations and liabilities of an Additional Account Party thereunder. The undersigned hereby agrees to be bound as an Additional Account Party for the purposes of the Third Priority Pledge and Security Agreement.

(d) as provided in Section 16 of the Hedge Pledge and Security Agreement, hereby becomes a party to the Hedge Pledge and Security Agreement as an Additional Account Party thereunder with the same force and effect as if originally named as an Additional Account Party therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (as defined in the Hedge Pledge and Security Agreement), hereby mortgages, pledges, assigns, transfers and hypothecates to the Hedge Counterparty, and grants to the Hedge Counterparty a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Additional Account Party described in Annex A and expressly assumes all obligations and liabilities of an Additional Account Party thereunder. Each New Additional Account Party hereby agrees to be bound as an Additional Account Party for the purposes of the Hedge Pledge and Security Agreement; and

(e) as provided in Section 8.10 of the Intercreditor Agreement, hereby becomes a party to the Intercreditor Agreement as an Obligor thereunder with the same force and effect as if originally named as an Obligor therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (as defined in the Intercreditor Agreement), hereby mortgages, pledges, assigns, transfers and hypothecates to the Collateral Control Agent, and grants to the Collateral Control Agent a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Additional Account Party described in Annex A and expressly assumes all obligations and liabilities of an Obligor thereunder. Each New Additional Account Party hereby agrees to be bound as an Obligor for the purposes of the Intercreditor Agreement.

In addition to the foregoing, each New Additional Account Party hereby agrees to be bound by the terms and conditions of the Loan Agreement as if it had signed as an Obligor thereunder.

Joinder Agreement — Additional Account Parties

By executing and delivering this Joinder Agreement, each entity signing as an Existing Pledgor below (each an “Existing Pledgor”, and collectively the “Existing Pledgors”):

(a) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, hereby mortgages, pledges, assigns, transfers and hypothecates to the First Priority Collateral Agent for the benefit of the Lender Parties, and grants to the First Priority Collateral Agent for the benefit of the Lender Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Existing Pledgor described in Annex A and, in addition to its existing obligations and liabilities under the First Priority Pledge and Security Agreement, expressly assumes all obligations and liabilities of an Additional Account Party thereunder. Each Existing Pledgor hereby agrees to be bound as an Additional Account Party for the purposes of the First Priority Pledge and Security Agreement, in addition to its existing obligations and liabilities thereunder;

(b) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (as defined in the Second Priority Pledge and Security Agreement), hereby mortgages, pledges, assigns, transfers and hypothecates to the Second Priority Collateral Agent for the benefit of the Notes Parties (as defined in the Second Priority Pledge and Security Agreement), and grants to the Second Priority Collateral Agent for the benefit of the Notes Parties (as defined in the Second Priority Pledge and Security Agreement) a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned described in Annex A and, in addition to its existing obligations and liabilities under the Second Priority Pledge and Security Agreement, expressly assumes all obligations and liabilities of an Additional Account Party thereunder. Each Existing Pledgor hereby agrees to be bound as an Additional Account Party for the purposes of the Second Priority Pledge and Security Agreement, in addition to its existing obligations and liabilities thereunder;

(c) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (as defined in the Third Priority Pledge and Security Agreement), hereby mortgages, pledges, assigns, transfers and hypothecates to the Third Priority Collateral Agent for the benefit of the Notes Parties (as defined in the Third Priority Pledge and Security Agreement), and grants to the Third Priority Collateral Agent for the benefit of the Notes Parties (as defined in the Third Priority Pledge and Security Agreement) a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned described in Annex A and, in addition to its existing obligations and liabilities under the Third Priority Pledge and Security Agreement, expressly assumes all obligations and liabilities of an Additional Account Party thereunder. Each Existing Pledgor hereby agrees to be bound as an Additional Account Party for the purposes of the Third Priority Pledge and Security Agreement, in addition to its existing obligations and liabilities thereunder;

(d) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (as defined in the Hedge Pledge and Security Agreement), hereby mortgages, pledges, assigns, transfers and hypothecates to the Hedge Counterparty, and grants to the Hedge Counterparty a lien on and

Joinder Agreement — Additional Account Parties

security interest in, all of its right, title and interest in, to and under the Collateral of such Additional Account Party described in Annex A and, in addition to its existing obligations and liabilities under the Hedge Pledge and Security Agreement, expressly assumes all obligations and liabilities of an Additional Account Party thereunder. Each Existing Pledgor hereby agrees to be bound as an Additional Account Party for the purposes of the Hedge Pledge and Security Agreement, in addition to its existing obligations and liabilities thereunder; and

(e) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (as defined in the Intercreditor Agreement), hereby mortgages, pledges, assigns, transfers and hypothecates to the Collateral Control Agent, and grants to the Collateral Control Agent a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Additional Account Party described in Annex A and expressly assumes all obligations and liabilities of an Additional Account Party thereunder. Each New Additional Account Party hereby agrees to be bound as an Obligor for the purposes of the Intercreditor Agreement.

The information set forth in Annex B is hereby added to the information set forth in Schedules I through XI and Attachment I to each Security Agreement. By acknowledging and agreeing to this Joinder Agreement, each New Additional Account Party hereby agrees that this Joinder Agreement may be attached to each Security Agreement and that the Collateral listed on Annex A to this Joinder Amendment shall be and become part of the Collateral referred to in each Security Agreement and shall secure all Obligations (as defined in the Security Agreements).

Each New Additional Account Party hereby represents and warrants that each of the representations and warranties contained in (i) Section 6 of the First Priority Pledge and Security Agreement applicable to it, (ii) Section 7 of the Second Priority Pledge and Security Agreement applicable to it, (iii) Section 7 of the Third Priority Pledge and Security Agreement applicable to it, and (iv) Section 7 of the Hedge Pledge and Security Agreement applicable to it, is true and correct on and as the date hereof as if made on and as of such date.

Joinder Agreement — Additional Account Parties

IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and delivered as of the date first above written.

		AMERILAND, LLC, as New Additional Account Party
		By:     REG-PFH, LLC, its Sole Member
				By: /s/ David Flavin   Name: David Flavin
				Title: Chief Financial Officer
		REG-PFH, LLC,
		as New Additional Account Party
		By: /s/ David Flavin
		Name: David Flavin
		Title: Chief Financial Officer
		HOME CONNECTS LENDING SERVICES, LLC,
		as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer
		MINT I, LLC,
		as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer

Joinder Agreement — Additional Account Parties

		MINT I VFN HOLDINGS, LLC, as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer
		EASTERN MASSACHUSETTS REAL ESTATE, LLC, as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer
		KOENIG & STREY INSURANCE AGENCY, LLC, as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer
		KOENIG & STREY, LLC, as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer
		PACIFIC UNION REAL ESTATE GROUP, LTD., as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer

Joinder Agreement — Additional Account Parties

		REFERRAL NETWORK OF IL, LLC, as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer
		REFERRAL NETWORK OF MASSACHUSETTS, LLC, as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer
		REFERRAL NETWORK OF NY/NJ, LLC, as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer
		REFERRAL NETWORK OF PUREG, INC., as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer
		GHS METRO NY, LLC, as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer

Joinder Agreement — Additional Account Parties

		GMAC GLOBAL RELOCATION SERVICES, LLC, as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer
		GMACR MORTGAGE PRODUCTS, LLC, as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer
		DITECH, LLC, as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer
		GHS MORTGAGE, LLC, as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer
		RESIDENTIAL CONSUMER SERVICES, LLC, as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer

Joinder Agreement — Additional Account Parties

		GMAC MORTGAGE USA CORPORATION,
		as New Additional Account Party
		By: /s/ James Young   Name: James Young
		Title: Chief Financial Officer
		GMAC REAL ESTATE, LLC,
		as New Additional Account Party
		By: /s/ James Young   Name: James Young
		Title: Chief Financial Officer
		RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
		as New Additional Account Party
		By: /s/ James Young   Name: James Young
		Title: Chief Financial Officer
		MFC ASSET, LLC,
		as New Additional Account Party
		By: /s/ James Young   Name: James Young
		Title: Chief Financial Officer
		RFC ADVANCE DEPOSITOR, LLC,
		as New Additional Account Party
		By: /s/ James Young   Name: James Young
		Title: Chief Financial Officer

Joinder Agreement — Additional Account Parties

		RFC ASSET MANAGEMENT, LLC,
		as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer
		RFC SFJV-2002, LLC,
		as New Additional Account Party
		By:		RFC ASSET MANAGEMENT, LLC,
				its sole member
				By: /s/ James Young
				Name: James Young
				Title: Chief Financial Officer
		RCSFJV2004, LLC,
		as New Additional Account Party
		By:		RFC ASSET MANAGEMENT, LLC,
				its sole member
				By: /s/ James Young
				Name: James Young
				Title: Chief Financial Officer
		UNION TRUST MORTGAGE SERVICES, INC.,
		as New Additional Account Party
		By: /s/ James Young
		Name: James Young
		Title:		Chief Financial Officer

Joinder Agreement — Additional Account Parties

		DEVELOPERS OF HIDDEN SPRINGS, LLC,
		as Existing Pledgor
		By: /s/ David Flavin   Name: David Flavin
		Title: Chief Financial Officer
		DOA HOLDING PROPERTIES, LLC,
		as Existing Pledgor
		By: /s/ David Flavin   Name: David Flavin
		Title: Chief Financial Officer
		GMAC HOME SERVICES, LLC,
		as Existing Pledgor
		By: /s/ James Young   Name: James Young
		Title: Chief Financial Officer
		RFC ASSET HOLDINGS II, LLC,
		as Existing Pledgor
		By: /s/ James Young
		Name: James Young
		Title: Chief Financial Officer

Joinder Agreement — Additional Account Parties

ACKNOWLEDGED AND AGREED
as of the date first above written:
GMAC LLC as Lender Agent
By: /s/ David C. Walker   Name: David C. Walker
Title: Group Vice President & Treasurer
GMAC LLC as Hedge Counterparty
By: /s/ David C. Walker   Name: David C. Walker
Title: Group Vice President & Treasurer

Joinder Agreement — Additional Account Parties

WELLS FARGO BANK, N.A., as First Priority Collateral Agent
By: /s/ Alfia Monastra   Name: Alfia Monastra
Title: Vice President
WELLS FARGO BANK, N.A., as Second Priority Collateral Agent
By: /s/ Alfia Monastra
Name: Alfia Monastra
Title: Vice President
WELLS FARGO BANK, N.A., as Third Priority Collateral Agent
By: /s/ Alfia Monastra
Name: Alfia Monastra
Title: Vice President
WELLS FARGO BANK, N.A., as Collateral Control Agent
By: /s/ Alfia Monastra
Name: Alfia Monastra
Title: Vice President

Joinder Agreement — Additional Account Parties

ACKNOWLEDGED AND AGREED FOR
PURPOSES OF THE LOAN AGREEMENT
as of the date first above written:
GMAC MORTGAGE, LLC
By: /s/ James Young   Name: James Young
Title: Chief Financial Officer
RESIDENTIAL FUNDING COMPANY, LLC
By: /s/ James Young
Name: James Young
Title: Chief Financial Officer

Joinder Agreement — Additional Account Parties

ANNEX A
TO JOINDER AGREEMENT

Description of Collateral

As used in the Joinder Agreement to which this Annex A is attached, the “Collateral” of each New Additional Account Party and each Existing Pledgor executing this Joinder Agreement shall mean with respect to such New Additional Account Party or Existing Pledgor:

All of such New Additional Account Party’s or Existing Pledgor’s right, title and interest, in, to, and under, whether now or hereafter existing, owned or acquired and wherever located and howsoever created, arising or evidenced, all of the following:

     (a) all Deposit Accounts identified opposite such New Additional Account Party’s or Existing Pledgor’s name on Schedule X to the Pledge and Security Agreement (including, without limitation, the Deposit Accounts described in Annex B hereto) and any Property deposited or carried therein or credit thereto and any replacement account therefor; and

     (b) all Proceeds, products, offspring, rents, issues, profits and returns of and from, and all distributions on and rights arising out of, any of the foregoing;

provided that, notwithstanding the foregoing, the “Collateral” described in this Annex A shall not include Excluded Assets. Each New Additional Account Party and each Existing Pledgor shall, from time to time, execute and deliver to the Lender Agent, as the Lender Agent may reasonably request, all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action as the Lender Agent reasonably deems necessary or advisable to ensure a first priority, perfected security interest in all or any portion of the Collateral.

Joinder Agreement — Additional Account Parties

ANNEX B
TO JOINDER AGREEMENT

Updated Information to Schedules I-XI and Attachment Ito each Security Agreement

     1. Schedule I to the each Security Agreement is amended by the addition of the following:

AMERILAND, LLC

Jurisdiction of Formation: Colorado
FEIN: 84-1470699
State organization ID number: 19971200811
Chief Executive Office/Principal place of business:
One Meridian Crossings, Suite 100
Minneapolis, MN 55423

REG-PFH, LLC

Jurisdiction of Formation: Delaware
FEIN: 42-1562699
State organization ID number: 060530791
Chief Executive Office/Principal place of business:
One Meridian Crossings, Suite 100
Minneapolis, MN 55423

HOME CONNECTS LENDING SERVICES, LLC

Jurisdiction of Formation: Pennsylvania
FEIN: 25-1849412
State organization ID number: 2909825
Chief Executive Office/Principal place of business:
1100 Virginia Drive
Fort Washington, PA 19034-3200

MINT I, LLC

Jurisdiction of Formation: Delaware
FEIN: 20 ###-###-####
State organization ID number: 4283292
Chief Executive Office/Principal place of business:
One Meridian Crossings
Suite 100
Minneapolis, MN 55423

MINT I VFN HOLDINGS, LLC

Joinder Agreement — Additional Account Parties

Jurisdiction of Formation: Delaware
FEIN: 26-0335150
State organization ID number: 4283297
Chief Executive Office/Principal place of business:
One Meridian Crossings
Suite 100
Minneapolis, MN 55423

EASTERN MASSACHUSETTS REAL ESTATE, LLC

Jurisdiction of Formation: Delaware
FEIN: 04 ###-###-####
State organization ID number: 4218266
Chief Executive Office/Principal place of business:
13 Enon Street
Beverly, MA ###-###-####

KOENIG & STREY INSURANCE AGENCY, LLC

Jurisdiction of Formation: Delaware
FEIN: 36 ###-###-####
State organization ID number: 4149084
Chief Executive Office/Principal place of business:
3201 Old Glenview Road
Wilmette, IL 60091-2999

KOENIG & STREY, LLC

Jurisdiction of Formation: Delaware
FEIN: 36 ###-###-####
State organization ID number: 4149101
Chief Executive Office/Principal place of business:
3201 Old Glenview Road
Wilmette, IL 60091-2999

PACIFIC UNION REAL ESTATE GROUP, LTD.

Jurisdiction of Formation: California
FEIN: 94 ###-###-####
State organization ID number: C1617136
Chief Executive Office/Principal place of business:
567 Sycamore Valley Road West
Danville, CA ###-###-####

Joinder Agreement — Additional Account Parties

REFERRAL NETWORK OF IL, LLC

Jurisdiction of Formation: Delaware
FEIN: 25-1876439
State organization ID number: 3305663
Chief Executive Office/Principal place of business:
3201 Old Glenview Road
Wilmette, IL 60091-2999

REFERRAL NETWORK OF MASSACHUSETTS, LLC

Jurisdiction of Formation: Delaware
FEIN: 06-1269599
State organization ID number: 4119843
Chief Executive Office/Principal place of business:
13 Enon Street
Beverly, MA ###-###-####

REFERRAL NETWORK OF NY/NJ, LLC

Jurisdiction of Formation: Delaware
FEIN: 52 ###-###-####
State organization ID number: 3241369
Chief Executive Office/Principal place of business:
2021 Spring Road Suite #300
Oak Brook, IL 60523-1853

REFERRAL NETWORK OF PUREG, INC.

Jurisdiction of Formation: Delaware
FEIN: 73-1685358
State organization ID number: 3719971
Chief Executive Office/Principal place of business:
567 Sycamore Valley Road West
Danville, CA ###-###-####

GHS METRO NY, LLC

Jurisdiction of Formation: Delaware
FEIN: 52 ###-###-####
State organization ID number: 3205042
Chief Executive Office/Principal place of business:
2021 Spring Road Suite #300
Oak Brook, IL 60523-1853

Joinder Agreement — Additional Account Parties

GMAC GLOBAL RELOCATION SERVICES, LLC

Jurisdiction of Formation: Delaware
FEIN: 23 ###-###-####
State organization ID number: 2909282
Chief Executive Office/Principal place of business:
2021 Spring Road Suite #300
Oak Brook, IL 60523-1853

GMACR MORTGAGE PRODUCTS, LLC

Jurisdiction of Formation: Delaware
FEIN: 03-0536369
State organization ID number: 3752757
Chief Executive Office/Principal place of business:
1100 Virginia Drive
Fort Washington, PA 19034-3200

DITECH, LLC

Jurisdiction of Formation: Delaware
FEIN: 23 ###-###-####
State organization ID number: 2721623
Chief Executive Office/Principal place of business:
1100 Virginia Drive
Fort Washington, PA 19034-3200

GHS MORTGAGE, LLC

Jurisdiction of Formation: Delaware
FEIN: 23 ###-###-####
State organization ID number: 2766949
Chief Executive Office/Principal place of business:
7 Carnegie Plaza Suite #100
Cherry Hill, NJ 08003-1020

RESIDENTIAL CONSUMER SERVICES, LLC

Jurisdiction of Formation: Delaware
FEIN: 20 ###-###-####
State organization ID number: 4150635
Chief Executive Office/Principal place of business:
1100 Virginia Drive
Fort Washington, PA 19034-3200

Joinder Agreement — Additional Account Parties

GMAC MORTGAGE USA CORPORATION

Jurisdiction of Formation: Delaware
FEIN: 20 ###-###-####
State organization ID number: 4149107
Chief Executive Office/Principal place of business:
1100 Virginia Drive
Fort Washington, PA 19034-3200

GMAC REAL ESTATE, LLC

Jurisdiction of Formation: Delaware
FEIN: 52 ###-###-####
State organization ID number: 3135545
Chief Executive Office/Principal place of business:
2021 Spring Road Suite #300
Oak Brook, IL 60523-1853

RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.

Jurisdiction of Formation: Delaware
FEIN: 75 ###-###-####
State organization ID number: 2053532
Chief Executive Office/Principal place of business:
One Meridian Crossings
Suite 100
Minneapolis, MN 55423

MFC ASSET, LLC

Jurisdiction of Formation: Delaware
FEIN: 20-0464146
State organization ID number: 4218328
Chief Executive Office/Principal place of business:
One Meridian Crossings
Suite 100
Minneapolis, MN 55423

RFC ADVANCE DEPOSITOR, LLC

Jurisdiction of Formation: Delaware
FEIN: 72-1590384
State organization ID number: 4219245
Chief Executive Office/Principal place of business:
One Meridian Crossings
Suite 100
Minneapolis, MN 55423

Joinder Agreement — Additional Account Parties

RFC ASSET MANAGEMENT, LLC

Jurisdiction of Formation: Delaware
FEIN: 06-1664678
State organization ID number: 3110518
Chief Executive Office/Principal place of business:
One Meridian Crossings
Suite 100
Minneapolis, MN 55423

RFC SFJV-2002, LLC

Jurisdiction of Formation: Nevada
FEIN: 06-1664670
State organization ID number: LLC14621-2002
Chief Executive Office/Principal place of business:
One Meridian Crossings
Suite 100
Minneapolis, MN 55423

3993 Howard Hughes Parkway
Suite 250
Las Vegas, NV 89169

RCSFJV2004, LLC

Jurisdiction of Formation: Nevada
FEIN: 20 ###-###-####
State organization ID number: E0669262005-6
Chief Executive Office/Principal place of business:
One Meridian Crossings
Suite 100
Minneapolis, MN 55423

3993 Howard Hughes Parkway
Suite 250
Las Vegas, NV 89169

UNION TRUST MORTGAGE SERVICES, INC.

Jurisdiction of Formation: California
FEIN: 94 ###-###-####
State organization ID number: C1819424
Chief Executive Office/Principal place of business:
567 Sycamore Valley Road West
Danville, CA ###-###-####

Joinder Agreement — Additional Account Parties

     2. Schedule III to each Security Agreement is amended by the addition of the following to Section 1 thereto:

AMERILAND, LLC

Prior names: N/A

REG-PFH, LLC

Prior names: REG-PFH, Inc.

HOME CONNECTS LENDING SERVICES, LLC

Prior names: ATM, LLC

MINT I, LLC

Prior names: N/A

MINT I VFN HOLDINGS. LLC

Prior names: N/A

EASTERN MASSACHUSETTS REAL ESTATE, LLC

Prior names: Eastern Massachusetts Real Estate, Inc.

KOENIG & STREY INSURANCE AGENCY, LLC

Prior names: Koenig & Strey Insurance Agency, Inc.

KOENIG & STREY, LLC

Prior names: Koenig & Strey, Inc.

PACIFIC UNION REAL ESTATE GROUP, LTD.

Prior names: N/A

REFERRAL NETWORK OF IL, LLC

Prior names:

10/23/2000-02/20/2001 Referral Network of Koenig & Strey, Inc.

02/20/2001-06/20/2006 Referral Network of IL, Inc.

REFERRAL NETWORK OF MASSACHUSETTS, LLC

Prior names: Referral Network of Massachusetts, Inc.

Joinder Agreement — Additional Account Parties

REFERRAL NETWORK OF NY/NJ, LLC

Prior names:

06/08/2000-02/20/2001 Referral Network of GHS Metro NY, Inc.

02/20/2001-08/17/2006 Referral Network of NY/NJ, Inc.

REFERRAL NETWORK OF PUREG, INC.

Prior names: N/A

GHS METRO NY, LLC

Prior names: GHS Metro NY, Inc.

GMAC GLOBAL RELOCATION SERVICES, LLC

Prior names:

06/16/1998-11/16/1999 GMAC Relocation Services, Inc.

11/16/1999-08/11/2006 GMAC Global Relocation Services, Inc.

GMACR MORTGAGE PRODUCTS, LLC

Prior names: GMACR Mortgage Products, Inc.

DITECH, LLC

Prior names:

02/25/1997-06/18/1999 GMAC Mortgage Venture, Inc.

06/18/1999-03/01/2006 ditech.com, Inc.

03/01/2006-01/29/2008 ditech.com, LLC

GHS MORTGAGE, LLC

Prior names: Residential Alliance LLC

RESIDENTIAL CONSUMER SERVICES, LLC

Prior names: Residential Consumer Services, Inc.

GMAC MORTGAGE USA CORPORATION

Prior names: N/A

Joinder Agreement — Additional Account Parties

GMAC REAL ESTATE, LLC

Prior names: N/A

RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.

Prior names: Salomon Brothers Mortgage Securities IV, Inc.

MFC ASSET, LLC

Prior names: MFC Asset Corporation

RFC ADVANCE DEPOSITOR, LLC

Prior names: RFC Advance Depositor, Inc.

RFC ASSET MANAGEMENT, LLC

Prior names: RFC Asset Management, Inc.

RFC SFJV-2002, LLC

Prior names: N/A

RCSFJV2004, LLC

Prior names: RCFSJV2004, LLC
                      RFC SFJV2004, LLC

UNION TRUST MORTGAGE SERVICES, INC.

Prior names: N/A

     3. Exhibit B to Schedule VI to each Security Agreement is amended by the deletion of the following:

		Interest
		Type of		Interests Owned				% of Interests of
Pledged Interests		Interests		by Pledgor		Pledgor		Pledgor Pledged
		Limited Liability				GMAC Model Home
GMCMTH, LLC		Company		100%		Finance, LLC			100	%
		Limited Liability				GMAC Model Home
KBOne, LLC		Company		100%		Finance, LLC			100	%

Joinder Agreement — Additional Account Parties

		Interest
		Type of		Interests Owned				% of Interests of
Pledged Interests		Interests		by Pledgor		Pledgor		Pledgor Pledged
		Limited Liability				GMAC Model Home
LENOne, LLC		Company		100%		Finance, LLC			100	%
		Limited Liability				GMAC Model Home
WPSHOne, LLC		Company		100%		Finance, LLC			100	%
		Limited Liability				GMAC Model Home
RFC MHF Funding, LLC		Company		100%		Finance, LLC			100	%
GMAC Model Home		Limited Liability				Residential Funding
Finance, LLC		Company		100%		Company, LLC			100	%

     4. Exhibit B to Schedule VI to each Security Agreement is amended by the addition of the following:

		Interest
		Type of		Interests Owned				% of Interests of
Pledged Interests		Interests		by Pledgor		Pledgor		Pledgor Pledged
GMAC Model Home		Limited Liability		100%		Residential Funding			100	%
Finance I, LLC		Company				Company, LLC
CMH Holdings, LLC		Class B Junior		100%		GMAC Model Home			100	%
		Preferred Units				Finance I, LLC
DOA Properties III		Limited Liability		100%		DOA Holding			100	%
(Models), LLC		Company				Properties, LLC
DOA Properties IIIB		Limited Liability		100%		DOA Holding			100	%
(KB Models), LLC		Company				Properties, LLC
DOA Properties V		Limited Liability		100%		DOA Holding			100	%
(Lots-CA), LLC		Company				Properties, LLC
DOA Properties VII		Limited Liability		100%		DOA Holding			100	%
(Lots-NV), LLC		Company				Properties, LLC

Joinder Agreement — Additional Account Parties

		Interest
		Type of		Interests Owned				% of Interests of
Pledged Interests		Interests		by Pledgor		Pledgor		Pledgor Pledged
DOA Properties IX		Limited Liability		100%		DOA Holding			100	%
(Lots-Other), LLC		Company				Properties, LLC
Residential Funding		Limited Liability		100%		Residential Funding			100	%
Real Estate		Company				Company, LLC
Holdings, LLC

     5. Schedule VII to each Security Agreement is amended by the addition of the following:

				Jurisdiction of
				Incorporation
Parent		Subsidiary		(Subsidiary)
GMAC Home Services, LLC		Referral Network of NY/NJ, LLC		Delaware

     6. Schedule XI to each Security Agreement is amended by the addition of the following, under the heading “Additional Account Parties”:

Ameriland, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Joinder Agreement — Additional Account Parties

REG-PFH, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Home Connects Lending Services, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Joinder Agreement – Additional Account Parties

MINT I, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

MINT I VFN Holdings, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Joinder Agreement — Additional Account Parties

Eastern Massachusetts Real Estate, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Koenig & Strey Insurance Agency, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Joinder Agreement — Additional Account Parties

Koenig & Strey, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Pacific Union Real Estate Group, Ltd.
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Joinder Agreement — Additional Account Parties

Referral Network of IL, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Referral Network of Massachusetts, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Joinder Agreement — Additional Account Parties

Referral Network of NY/NJ, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Referral Network of PUREG, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Joinder Agreement — Additional Account Parties

GHS Metro NY, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

GMAC Global Relocation Services, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Joinder Agreement — Additional Account Parties

GMACR Mortgage Products, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Ditech, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Joinder Agreement — Additional Account Parties

GHS Mortgage, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Residential Consumer Services, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Joinder Agreement — Additional Account Parties

GMAC Mortgage USA Corporation
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

GMAC Real Estate, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Joinder Agreement — Additional Account Parties

Residential Funding Mortgage Securities I, Inc.
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

MFC Asset, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Joinder Agreement — Additional Account Parties

RFC Advance Depositor, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

RFC Asset Management, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Joinder Agreement — Additional Account Parties

RFC SFJV-2002, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

RCSFJV2004, LLC
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

Joinder Agreement — Additional Account Parties

Union Trust Mortgage Services, Inc.
One Meridian Crossings
Suite 100
Minneapolis, MN 55423
Attn: John Peterson
Phone: (952)  ###-###-####
Fax: (952)  ###-###-####
Email: ***@***

With Copy to:

Residential Capital, LLC
7501 Wisconsin Avenue
Suite 900
Bethesda, MD 20814
Attn: Hu Benton
Phone: (301)  ###-###-####
Fax: (301)  ###-###-####
Email: ***@***

     7. Schedule X to each Security Agreement is amended by the addition of the following to Section (a) thereof:

		Financial
Account Owner		Institution		Account Number				Account Name
Residential Capital, LLC		Wachovia Bank, National Association			2000042911388			Residential Capital, LLC Serv Advances Concentration Account for the benefit of Wells Fargo, N.A. as Collateral Control Agent
GMAC Mortgage, LLC		Citibank, N.A.			30609909			GMAC MORTGAGE WIRE CONC
GMAC Mortgage, LLC		Deutsche Bank Trust Company Americas			00-392446			GMAC CONCENTRATION WIRE

Joinder Agreement – Additional Account Parties

		Financial
Account Owner		Institution		Account Number				Account Name
GMAC Global Relocation Services, LLC		Bank of America, N.A.			1235062264			GMAC GRS MAIN CONCENTRATION
GMAC Home Services, LLC		Bank of America, N.A.			1235117148			GMAC HOME SERVICES CONCENTRATION
GMAC Home Services, LLC		Bank of America, N.A.			1235721369			GMAC REAL ESTATE CO OWNED CONCENTRATION
GMAC Mortgage USA Corporation		Deutsche Bank Trust Company Americas			451530			GMAC Mortgage USA Corporation Concentration
Home Connects Lending Services, LLC		Bank of America, N.A.			1233904474			Home Connects Lending Svcs Concentration
GMAC Residential Holding Company, LLC		Bank of America, N.A.			990126021			GMAC Residential Hldg Corp Nevada Concentration

     8. Schedule X to each Security Agreement is amended by the addition of the following to Section (B) thereof:

Account Owner		Financial Institution		Account Number		Account Name
Ameriland, LLC		JP Morgan Chase		1106871		Ameriland LLC Disb
		Bank, N.A.
Developers of		JP Morgan Chase		1106335		Developers of Hidden
Hidden Springs, LLC		Bank, N.A.				Springs, LLC
Developers of		JP Morgan Chase		1106780		Developers of Hidden
Hidden Springs, LLC		Bank, N.A.				Springs, LLC

Joinder Agreement – Additional Account Parties

Account Owner		Financial Institution		Account Number		Account Name
Developers of		US Bank National		104756781290		Developers of Hidden
Hidden Springs, LLC		Association				Springs
Ditech, LLC		Wachovia Bank,		200001330105		Ditech, LLC
		National Association
DOA Holding		JP Morgan Chase		765905476		DOA Holdings Properties
Properties, LLC		Bank, N.A.				LLC- Operations
DOA Holding		JP Morgan Chase		765905468		DOA Holdings
Properties, LLC		Bank, N.A.				Properties-Models
Eastern		Bank of America, N.A.		1235125563		EASTERN MASSACHUSETTS
Massachusetts Real						REAL
Estate, LLC
Eastern		Bank of America, N.A.		8188213491		EASTERN MASSACHUSETTS
Massachusetts Real						REAL ESTATE COMM FUNDING
Estate, LLC
Eastern		Bank of America, N.A.		8765005853		EASTERN MASSACHUSETTS
Massachusetts Real						REAL ESTATE COMM FUNDING
Estate, LLC						Controlled
GHS Metro NY, LLC		Bank of America, N.A.		1235169543		Metro NY Lockbox
GHS Metro NY, LLC		Bank of America, N.A.		8765006188		Metro NY Controlled
						Disbursement
GHS Mortgage, LLC		JP Morgan Chase		433578		GHS MORTGAGE LLC DBA
		Bank, N.A.				WINDSOR OPERATING

Joinder Agreement – Additional Account Parties

Account Owner		Financial Institution		Account Number		Account Name
GMAC Global		Bank of America, N.A.		1235062269		GMAC GRS ELECTRONIC
Relocation						PAYMENTS
Services, LLC
GMAC Global		Citibank, N.A.		30645619		GMAC GLOBAL RELOCATION
Relocation Services, LLC
GMAC Global		Wachovia Bank,		2000003496460		GMAC Global Relocation
Relocation		National Association				Services, LLC
Services, LLC
GMAC Global		Wachovia Bank,		2014227004310		GMAC Global Relocation
Relocation		National Association				Services, LLC
Services, LLC
GMAC Home Services,		Wachovia Bank,		2000009655713		GMAC Home Services, LLC
LLC		National Association
GMAC Home Services,		Wachovia Bank,		2014217339011		GMAC Home Services, LLC
LLC		National Association
GMAC Home Services,		Wachovia Bank,		2000003392797		GMAC Home Services, LLC
LLC		National Association
GMAC Mortgage USA		Deutsche Bank Trust		00451549		GMAC Mortgage USA Corp
Corporation		Company Americas				First Mtge Wires
GMAC Mortgage USA		Deutsche Bank Trust		00451557		GMAC Mortgage USA Corp
Corporation		Company Americas				2nd Mtge
						Wires
GMAC Mortgage USA		Wachovia Bank,		2079951058907		GMAC Mortgage USA
Corporation		National Association				Corporation

Joinder Agreement – Additional Account Parties

Account Owner		Financial Institution		Account Number		Account Name
GMAC Real Estate,		Wachovia Bank,		2000009655700		GMAC Real Estate LLC
LLC		National Association
GMACR Mortgage		GMAC Bank		2210115628		GMACR Mortgage Products,
Products, LLC						LLC
Home Connects		Bank of America, N.A.		1235029415		Home Connects Lending
Lending Services,						Svcs Vendor Payments
LLC
Home Connects		Bank of America, N.A.		1235029434		Home Connects Lending
Lending Services,						Svcs Advanced Fees
LLC
Koenig & Strey		Bank of America, N.A.		1235181786		KOENIG & STREY INSURANCE
Insurance Agency,						LOCKBOX
LLC
Koenig & Strey, LLC		Bank of America, N.A.		1235181804		FORT DEARBORN LAND TITLE
						CO. LOCKBO
Koenig & Strey, LLC		Bank of America, N.A.		1235255055		KOENIG & STREY, INC.
Koenig & Strey, LLC		Bank of America, N.A.		1235576490		BUSINESS FRANCHISE
						FORMAT LOCKBOX
Koenig & Strey, LLC		Bank of America, N.A.		8765005570		BUSINESS FRANCHISE
						FORMAT CONTROLLED
						DISBURSEMENT
Koenig & Strey, LLC		Bank of America, N.A.		8765815278		KOENIG & STREY
						DISBURSEMENT
MFC Asset, LLC		US Bank National		153910012704		MFC Asset LLC
		Association

Joinder Agreement – Additional Account Parties

Account Owner		Financial Institution		Account Number		Account Name
MINT I, LLC		Bank of America, N.A.		1235729747		MINT I LLC OPERATING
						ACCOUNT
MINT I VFN		Bank of America, N.A.		1235828327		MINT I VFN HOLDINGS LLC
Holdings, LLC
Pacific Union Real		Bank of America, N.A.		1235722250		PACIFIC UNION REAL
Estate Group, Ltd.						ESTATE OPERATING
Pacific Union Real		Bank of America, N.A.		7765401325		PACIFIC UNIONS RE GROUP
Estate Group, Ltd.						COMMISSION
Referral Network of		Bank of America, N.A.		1235727941		REFERRAL NETWORK OF IL
IL, LLC						LLC
Referral Network of		Bank of America, N.A.		1235727960		REFERRAL NETWORK OF MA
Massachusetts, LLC						LLC
Referral Network of		Bank of America, N.A.		1235727946		REFERRAL NETWORK OF
NY/NJ, LLC						NY/NJ LLC
Referral Network of		Bank of America, N.A.		1235554672		Referral Network of
PUREG, Inc.						PUREG, Inc.
REG-PFH, LLC		JP Morgan Chase		1134667		Reg PFH Disbursement
		Bank, N.A.
Residential		Wachovia Bank,		752000201447570		Residential Consumer
Consumer Services,		National Association				Services, LLC
LLC

Joinder Agreement – Additional Account Parties

Account Owner		Financial Institution		Account Number		Account Name
Residential Funding		US Bank National		152100013209		Residential Funding
Mortgage Securities		Association				Mortgage
I, Inc.
RFC Advance		US Bank National		153910248415		RFC Advance Depositor Inc
Depositor, LLC		Association
RFC Asset Holdings		US Bank National		153910004800		RFC Asset Holdings 2 LLC
II, LLC		Association
RFC Asset		US Bank National		153910011920		RFC Asset Management Inc
Management, LLC		Association
RFC SFJV-2002, LLC		US Bank National		153910011938		RFC SFJV 2002 LLC
		Association
RCSFJV 2004, LLC		US Bank National		10479189443		RCSFJV2004 LLC
		Association
Union Trust		Bank of America, N.A.		1235820227		UNION TRUST MORTGAGE
Mortgage Services,						SERVICES
Inc.
Homecomings		JP Morgan Chase		1134675		PIA Operating Account
Financial, LLC		Bank, N.A.
Homecomings		JP Morgan Chase		1570696524		Corporate (HFN Servicing)
Financial, LLC		Bank, N.A.
Homecomings		JP Morgan Chase		5113180		Homecomings FNL Network
Financial, LLC		Bank, N.A.
Homecomings		JP Morgan Chase		5546028		HFN Wholesale Lending
Financial, LLC		Bank, N.A.				Master Account

Joinder Agreement – Additional Account Parties

Account Owner		Financial Institution		Account Number		Account Name
Homecomings		US Bank National		152100013217		HOMECOMINGS FINANCIAL
Financial, LLC		Association				NETWORK INC
Residential Funding		JP Morgan Chase		1099928		Residential Funding
Company, LLC		Bank, N.A.				Company, LLC Corporate
						Operations
Residential Funding		JP Morgan Chase		1106863		Ameriland LLC
Company, LLC		Bank, N.A.
Residential Funding		JP Morgan Chase		1103613
Company, LLC		Bank, N.A.
Residential Funding		JP Morgan Chase		5218640
Company, LLC		Bank, N.A.
Residential Funding		JP Morgan Chase		708081617		GMAC RFC, LLC Master
Company, LLC		Bank, N.A.				Servicing Operating
						Account
Residential Funding		JP Morgan Chase		5750873
Company, LLC		Bank, N.A.
Residential Funding		JP Morgan Chase		5315476
Company, LLC		Bank, N.A.
Residential Funding		JP Morgan Chase		777175639
Company, LLC		Bank, N.A.
Residential Funding		JP Morgan Chase		5573416
Company, LLC		Bank, N.A.

Joinder Agreement – Additional Account Parties

Account Owner		Financial Institution		Account Number		Account Name
Residential Funding		US Bank National		104756807830		RESIDENTIAL FUNDING
Company, LLC		Association				COMPANY, LLC
Residential Funding		US Bank National		104757811591		RESIDENTIAL FUNDING
Company, LLC		Association				COMPANY, LLC
Residential Funding		US Bank National		152100013191		RESIDENTIAL FUNDING
Company, LLC		Association				COMPANY, LLC
Residential Funding		Wachovia Bank,		200014428825		Residential Funding
Company, LLC		National Association				Company, LLC
Residential Funding		Wachovia Bank,		200041714706		Residential Funding
Company, LLC		National Association				Company, LLC
Residential Funding		State Street Bank		00076174		RFC Principal Inv.
Company, LLC		and Trust Company				Activities
Residential Funding		State Street Bank		00100453		RFAH Principal Inv.
Company, LLC		and Trust Company				Activities Loans
Residential Funding		State Street Bank		00100446		RFC Asset Holdings II,
Company, LLC		and Trust Company				LLC
Residential Funding		State Street Bank		00100461		GMAC-RFC, LLC Securities
Company, LLC		and Trust Company

Joinder Agreement – Additional Account Parties

Account Owner		Financial Institution		Account Number		Account Name
Residential Funding		State Street Bank		BGLJ		RFC Principal Inv.
Company, LLC		and Trust Company				Activities
Residential Funding		State Street Bank		BGLG		RFC Asset Holdings II,
Company, LLC		and Trust Company				LLC
Residential Funding		State Street Bank		BGLF		RFC Asset Holdings II,
Company, LLC		and Trust Company				LLC
Residential Funding		State Street Bank		BGLM		GMAC-RFC, LLC SECURITIES
Company, LLC		and Trust Company
GMAC Mortgage, LLC		Citibank, N.A.		30609933		GMAC WHOLESALE LENDING
GMAC Mortgage, LLC		Bank of America, N.A.		1235572058		GMAC Mortgage Corp
						Conventional Rehab Funds
GMAC Mortgage, LLC		Bank of America, N.A.		7765600532		GMAC MORTGAGE CORP
GMAC Mortgage, LLC		Deutsche Bank Trust		00-318756		GMAC MORTGAGE CORPORATION
		Company Americas
GMAC Mortgage, LLC		Deutsche Bank Trust		00-330608		GMAC MTG CORP/DITECH WIR
		Company Americas
GMAC Mortgage, LLC		Deutsche Bank Trust		00-374678		GMAC MORTGAGE CORPORATION
		Company Americas
GMAC Mortgage, LLC		Deutsche Bank Trust		00-389706		GMAC HOME EQUITY FUNDING
		Company Americas

Joinder Agreement – Additional Account Parties

Account Owner		Financial Institution		Account Number		Account Name
GMAC Mortgage, LLC		Deutsche Bank Trust		00-407599		GMAC BTCHEQUE MASTER FUN
		Company Americas
GMAC Mortgage, LLC		Wachovia Bank,		2000011901617		GMAC Mortgage, LLC
		National Association
GMAC Mortgage, LLC		Wachovia Bank,		2079950083067		GMAC Mortgage, LLC
		National Association
GMAC Mortgage, LLC		Wachovia Bank,		2079950061474		GMAC Mortgage, LLC
		National Association
GMAC Mortgage, LLC		Wachovia Bank,		2100003045229		GMAC Mortgage, LLC
		National Association
GMAC Mortgage, LLC		Wachovia Bank,		2079950061461		GMAC Mortgage, LLC
		National Association
GMAC Mortgage, LLC		Wachovia Bank,		2100012764397		GMAC Mortgage, LLC
		National Association
GMAC Mortgage, LLC		Wachovia Bank,		2000042900616		GMAC Mortgage, LLC
		National Association
Residential		Citibank, N.A.		11215175		Residential Capital LLC
Capital, LLC						EUR Operating
Residential		Citibank, N.A.		11215183		Residential Capital LLC
Capital, LLC						GBP Operating
Residential		Citibank, N.A.		11216643		Residential Capital LLC
Capital, LLC						MXN Operating
Residential		Citibank, N.A.		11902075		Residential Capital LLC
Capital, LLC						CAD Operating

Joinder Agreement – Additional Account Parties

Account Owner		Financial Institution		Account Number		Account Name
Residential		Citibank, N.A.		11902083		Residential Capital LLC
Capital, LLC						AUD Operating
Residential		JP Morgan Chase		701325011
Capital, LLC		Bank, N.A.
Residential		Bank of America, N.A.		1235469131
Capital, LLC
Residential		Bank of America, N.A.		0 ###-###-####
Capital, LLC
Residential		Evergreen Service		497-1009371602		Residential Capital, LLC
Capital, LLC		Company, LLC
Residential		Evergreen Service		497-1009371627		Residential Capital, LLC
Capital, LLC		Company, LLC
GMAC Residential		Bank of America, N.A.		1235617150		GMAC RESIDENTIAL HOLDING
Holding Company, LLC

Joinder Agreement – Additional Account Parties