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...

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...

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...

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Exhibit 10.11

EXECUTION VERSION

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,

XXXXX 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 Xxxxx 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:

First Amendment


	Interest
		Interests Owned by		% of Interests of
Pledged Interests Issuer	Type of Interests	Pledgor	Pledgor	Pledgor Pledged
Marbella Lakes Associates, LLC	Limited Liability Company	66.67%	Equity Investment	100%
(f/k/a DOA Properties VIII (Marbella Lakes), LLC)			IV, LLC

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, Xxxxx 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.


RESIDENTIAL FUNDING COMPANY, LLC, as Grantor
By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Assistant Treasurer

GMAC MORTGAGE, LLC, as Grantor
By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Assistant Treasurer

First Amendment


GMAC LLC, as Lender Agent and Lender
By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Group Vice President & Treasurer

First Amendment


XXXXX FARGO BANK, N.A., as First Priority Collateral Agent
By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Vice President

First Amendment


Acknowledged and Agreed: RESIDENTIAL CAPITAL, LLC, as Grantor
By:	/s/ Xxxxxxxxx X. Xxxxx
	Name:	Xxxxxxxxx X. Xxxxx
	Title:	Assistant Treasurer

GMAC RESIDENTIAL HOLDING COMPANY, LLC, as Grantor
By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Assistant Treasurer

GMAC-RFC HOLDING COMPANY, LLC, as Grantor
By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Assistant Treasurer

HOMECOMINGS FINANCIAL, LLC, as Grantor
By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Assistant Treasurer

First Amendment


Acknowledged and Agreed: RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC, as Grantor

By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Assistant Treasurer

RESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC, as Grantor

By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Assistant Treasurer

HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC, as Grantor

By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Assistant Treasurer

EQUITY INVESTMENT I, LLC, as Grantor
By:	/s/ Xxxxxx X. XxXxxxxxx
	Name:	Xxxxxx X. XxXxxxxxx
	Title:	Asst. Secretary

DEVELOPERS OF HIDDEN SPRINGS, LLC, as Grantor
By:	/s/ Xxxxxx X. XxXxxxxxx
	Name:	Xxxxxx X. XxXxxxxxx
	Title:	Asst. Secretary

First Amendment


DOA HOLDING PROPERTIES, LLC, as Grantor
By:	/s/ Xxxxxx X. XxXxxxxxx
	Name:	Xxxxxx X. XxXxxxxxx
	Title:	Asst. Secretary

RFC ASSET HOLDINGS II, LLC, as Grantor
By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Assistant Treasurer

PASSIVE ASSET TRANSACTIONS, LLC, as Grantor
By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Assistant Treasurer

GMAC MODEL HOME FINANCE I, LLC, as Grantor
By:	/s/ Xxxxxx X. XxXxxxxxx
	Name:	Xxxxxx X. XxXxxxxxx
	Title:	Asst. Secretary

EQUITY INVESTMENT IV, LLC, as Grantor
By:	/s/ Xxxxxx X. XxXxxxxxx
	Name:	Xxxxxx X. XxXxxxxxx
	Title:	Asst. Secretary

GMAC HOME SERVICES, LLC, as Grantor
By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Chief Financial Officer

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: 00-0000000
State organization ID number: 2059477
Chief Executive Office/Principal place of business:
Xxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000-0000

GMAC MORTGAGE, LLC

Jurisdiction of Formation: Delaware
FEIN: 00-0000000
State organization ID number: 4143873
Chief Executive Office/Principal place of business:
0000 Xxxxxxxx Xxxxx
Xxxx Xxxxxxxxxx, XX 00000-0000

RESIDENTIAL CAPITAL, LLC

Jurisdiction of Formation: Delaware
FEIN: 00-0000000
State organization ID number: 3821622
Chief Executive Office/Principal place of business:
Xxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000-0000

HOMECOMINGS FINANCIAL, LLC

Jurisdiction of Formation: Delaware
FEIN: 00-0000000
State organization ID number: 2550221
Chief Executive Office/Principal place of business:
Xxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000

GMAC-RFC HOLDING COMPANY, LLC

Jurisdiction of Formation: Delaware
FEIN: 00-0000000
State organization ID number: 4168620
Chief Executive Office/Principal place of business:
Xxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000

GMAC RESIDENTIAL HOLDING COMPANY, LLC

Jurisdiction of Formation: Delaware
FEIN: 00-0000000
State organization ID number: 4176389
Chief Executive Office/Principal place of business:
0000 Xxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxx Xxxxx, XX 00000

RFC ASSET HOLDINGS II, LLC

Jurisdiction of Formation: Delaware
FEIN: 00-0000000
State organization ID number: 4189232
Chief Executive Office:
Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000

Principal place of business:
0000 Xxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxx Xxxxx, XX 00000

PASSIVE ASSET TRANSACTIONS, LLC

Jurisdiction of Formation: Delaware
FEIN: 00-0000000
State organization ID number: 3306533
Chief Executive Office/Principal place of business:
0000 Xxxxxxxx Xxxxx
Xxxx Xxxxxxxxxx, XX 00000

DEVELOPERS OF HIDDEN SPRINGS, LLC

Jurisdiction of Formation: Delaware
FEIN: 00-0000000
State organization ID number: 4183059
Chief Executive Office/Principal place of business:
Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000

DOA HOLDING PROPERTIES, LLC

Jurisdiction of Formation: Delaware
FEIN: 00-0000000
State organization ID number: 4454997
Chief Executive Office/Principal place of business:
Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000

EQUITY INVESTMENT I, LLC

Jurisdiction of Formation: Delaware
FEIN: 00-0000000
State organization ID number: 3528939
Chief Executive Office/Principal place of business:
Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000

EQUITY INVESTMENT IV, LLC

Jurisdiction of Formation: Delaware
FEIN: 00-0000000
State organization ID number: 4572829
Chief Executive Office/Principal place of business:
Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000

RESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC

Jurisdiction of Formation: Delaware
FEIN: 00-0000000
State organization ID number: 4551018
Chief Executive Office/Principal place of business:
Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000

RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC

Jurisdiction of Formation: Delaware
FEIN: 00-0000000
State organization ID number: 4551021
Chief Executive Office/Principal place of business:
0000 Xxxxxxxx Xxxxx
Xxxx Xxxxxxxxxx, XX 00000

HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC

Jurisdiction of Formation: Delaware
FEIN: 00-0000000
State organization ID number: 4551020
Chief Executive Office/Principal place of business:
Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000

GMAC MODEL HOME FINANCE I, LLC

Jurisdiction of Formation: Delaware
FEIN: 00-0000000
State organization ID number: 4555820
Chief Executive Office/Principal place of business:
Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000

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.

Xxxx

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

XXXXXX.XXX — 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

XXXXXX XXXXXX

GMAC MORTGAGE LLC

1997/12/08

Registered

2245688

1999/05/18

78106868

XXXXXX.XXX — 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

XXXXXX.XXX

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

XXXXXX.XXX — 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

XXXXXX.XXX HOME LOANS

GMAC MORTGAGE LLC

2004/07/23

Registered

2928647

2005/03/01

76603959

XXXXXX.XXX 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.

Xxxx

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

XXXXXX.XXX 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

XXXXXX 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.

Xxxx

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

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 Xxxxx Xxxxx and Xxxx Xxxxxxxxxxxx

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 Xxx Xxxxxxxxxx and Xxxxx Xxxxxxx. 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 Xxxxx (Xxx) Xxxxxxx and Xxxxx Xxxxxx

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

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.

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, Xxxxxxx 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.

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	XX Xxxxxx	G08567	GMAC Mortgage, LLC MSR Securities and HEQ Residual Account

GMAC Mortgage, LLC	XX Xxxxxx	G54823	GMAC Mortgage, LLC Direct Pair Off Account

Passive Asset Transactions, LLC	XX Xxxxxx	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 4676119; 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 4328083; filed on 11/14/2007; jurisdiction Delaware; GMAC Mortgage, LLC as Debtor and Federal National Mortgage Association (a/k/a Xxxxxx Xxx) as Secured Party*;

8. Initial Filing # 2007 4692207; filed on 12/12/2007; jurisdiction Delaware; GMAC Mortgage, LLC as Debtor and Federal National Mortgage Association (a/k/a Xxxxxx 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 Xxxxxx Xxx) as Secured Party*;

10. Initial Filing # 5238450 2 as amended by 6187890 9; filed on 06/02/2006; jurisdiction Delaware; Residential Funding Corporation as Debtor and Federal National Mortgage Association (a/k/a Xxxxxx Mae) as Secured Party*;

11. Initial Filing # 2007 4692215; filed on 12/12/2007; jurisdiction Delaware; Homecomings Financial, LLC as Debtor and Federal National Mortgage Association (a/k/a Xxxxxx Xxx) 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 2212677; filed on 06/12/2007; jurisdiction Delaware; Homecomings Financial, LLC as Debtor and Xxxxxxx Originator LLC as Secured Party.


¹		*[The () can remain if not Primary Collateral (i.e. can remain if similar to #6 above on this Schedule)]**

²		*[The () can remain if it is confirmed that cash flows on Collateral do not flow through these accounts]**

³		*[The () can remain if it is confirmed that accounts are not main investment account or accounts related to that account]**

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 4676119; 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*;

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*;

7. Initial Filing # 2007 4328083; filed on 11/14/2007; jurisdiction Delaware; GMAC Mortgage, LLC as Debtor and Federal National Mortgage Association (a/k/a Xxxxxx Xxx) as Secured Party*;

8. Initial Filing # 2007 4692207; filed on 12/12/2007; jurisdiction Delaware; GMAC Mortgage, LLC as Debtor and Federal National Mortgage Association (a/k/a Xxxxxx 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 Xxxxxx Xxx) as Secured Party*;

11. Initial Filing # 2007 4692215; filed on 12/12/2007; jurisdiction Delaware; Homecomings Financial, LLC as Debtor and Federal National Mortgage Association (a/k/a Xxxxxx Xxx) 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 2212677; filed on 06/12/2007; jurisdiction Delaware; Homecomings Financial, LLC as Debtor and Xxxxxxx Originator LLC as Secured Party.


⁴		*[The () can remain if not Primary Collateral (i.e. can remain if similar to #6 above on this Schedule)]**

⁵		*[The () can remain if it is confirmed that cash flows on Collateral do not flow through these accounts]**

⁶		*[The () can remain if it is confirmed that accounts are not main investment account or accounts related to that account]**

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

DIRECT SUBSIDIARIES


Parent	Subsidiary	Jurisdiction of Incorporation (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
	Xxxxx 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


Parent	Subsidiary	Jurisdiction of Incorporation (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	GMAC Home Services, LLC	Delaware
Holding Company, LLC	GMAC Mortgage, LLC	Delaware
	GHS Global Relocation UK Limited	U.K.
	GMACB Service Company, LLC	Delaware
	GMACRH Settlement Services, LLC	Delaware
Developers of Hidden	Hidden Springs Sewer Company, LLC	Delaware
Springs, LLC

DOA Holding Properties, LLC	DOA Properties I, LLC	Delaware
	DOA Properties II, LLC	Delaware
	DOA Properties III (Models), LLC	Delaware

	DOA Properties IIIB (KB Models), LLC	Delaware


Parent	Subsidiary	Jurisdiction of Incorporation (Subsidiary)
	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

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 Xxxxx Fargo Bank, N.A.

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 Xxxxx Fargo Bank, N.A.

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 Xxxxx Fargo Bank, N.A.

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 Xxxxx Fargo Bank, N.A.

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 Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx 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 Eaxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx XX00 0XX (“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 Eaxxxxx Xxxx, Xxxxxx Xxxxxx,

		Xxxxxxxxx, Xxxxxxxxx XX00 0XX (“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 Eaxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx XX00 0XX (“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 Eaxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx XX00 0XX (“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 Foxxxxxx Xxxxx, 0^xx Xxxxx, 130 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (“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 Xxxxx Fargo, N.A. as Collateral Control Agent
Homecomings Financial, LLC	Wachovia		2000041713516	Homecomings Financial, LLC Concentration Account for the benefit of Xxxxx Fargo, N.A. as Collateral Control Agent
Residential Capital, LLC	Wachovia		2000042898663	Residential Capital, LLC Concentration Account for the benefit of Xxxxx Fargo Bank, N.A. as Collateral Control Agent
Residential Capital, LLC	Wachovia		2000041713626	Residential Capital, LLC IBG Concentration Account for the benefit of Xxxxx Fargo Bank, N.A. as Collateral Control Agent
Residential Funding Company, LLC	Wachovia		2000042898676	Residential Funding Company, LLC Concentration Account for the benefit of Xxxxx Fargo, N.A. as Collateral Control Agent
Residential Capital, LLC	Wachovia		2000042911388	Residential Capital, LLC Serv Advances Concentration Account for the benefit of Xxxxx 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	XX Xxxxxx		0728408567	GMACM MSR SECURITIES AND HEQ RESIDUAL ACCOUNT FOR THE BENEFIT OF XXXXX FARGO BANK, N.A. AS COLLATERAL CONTROL AGENT
GMAC Mortgage, LLC	XX Xxxxxx		0728454823	GMACM DIRECT PAIROFF ACCOUNT FOR THE BENEFIT OF XXXXX FARGO BANK, N.A. AS COLLATERAL CONTROL AGENT
Passive Asset Transactions, LLC	XX Xxxxxx		0777163338	PASSIVE ASSET TRANSACTIONS, LLC FOR THE BENEFIT OF XXXXX 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	Xxxxx Xxxxxx		000 000 00	XXXX-XXX Pledged RAHI II
Residential Funding Company, LLC	Wachovia		2000041713451	Residential Funding Company, LLC Sales Proceeds Account for the benefit of Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx Fargo Bank, N.A. as Collateral Control Agent


	Financial
Account Owner	Institution	Account Number		Account Name
Passive Asset Transactions, LLC	Wachovia		2000041713781	Passive Asset Transactions, LLC
GMAC Mortgage, LLC	Wachovia		2000042911867	GMAC Mortgage, LLC
RFC Asset Holdings II, LLC	Wachovia		2000041713956	RFC Asset Holdings II, LLC
Developers of Hidden Springs, LLC	Wachovia		2000041713477	Developers of Hidden Springs, LLC Sales Proceeds Account for the benefit of Xxxxx Fargo, N.A. as Collateral Control Agent
Equity Investment I, LLC	Wachovia		2000041713493	Equity Investments I, LLC Sales Proceeds Account for the benefit of Xxxxx Fargo, N.A. as Collateral Control Agent
DOA Holding Properties, LLC	Wachovia		2000041713503	DOA Holding Properties, LLC Sales Proceeds Account for the benefit of Xxxxx Fargo, N.A. as Collateral Control Agent
Residential Funding Company, LLC	Wachovia		2000042911870	Residential Funding Company, LLC
Residential Funding Company, LLC⁷	Wachovia		2000041713671	Residential Funding Company, LLC


⁷		This is a Servicing Advances Account


	Financial
Account Owner	Institution	Account Number		Account Name
GMAC Mortgage, LLC¹	Wachovia		2000041714353	GMAC Mortgage, LLC
GMAC Mortgage, LLC¹	Wachovia		2000041713668	GMAC Mortgage, LLC
GMAC Model Home Finance, LLC	Wachovia		2000041713464	GMAC Model Home Finance, LLC
Residential Funding Company, LLC	Wachovia		2000041714706	Residential Funding Company, LLC
GMAC Mortgage, LLC	Wachovia		2000042900616	GMAC Mortgage, LLC


	Financial
Account Owner	Institution	Account Number	Account Name
Passive Asset Transactions, LLC	XX Xxxxxx	P66230	Passive Asset Transactions, LLC

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

NOTICE INFORMATION

The Grantors:

Residential Funding Company, LLC
Xxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: xxxx.xxxxxxxx@xxxxxxxxxx.xxx

With copy to:

Residential Capital, LLC
0000 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xx Xxxxxx, Managing Director, VP and Associate Counsel
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: Xx.Xxxxxx@xxxxxxxxxx.xxx

GMAC Mortgage, LLC
c/o Residential Funding Company, LLC
Xxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: xxxx.xxxxxxxx@xxxxxxxxxx.xxx

With copy to:

Residential Capital, LLC
0000 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xx Xxxxxx, Managing Director, VP and Associate Counsel
Phone: (000) 000-0000

Fax: (000) 000-0000
Email: Xx.Xxxxxx@xxxxxxxxxx.xxx

Homecomings Financial, LLC
Xxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: xxxx.xxxxxxxx@xxxxxxxxxx.xxx

GMAC-RFC Holding Company, LLC
Xxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: xxxx.xxxxxxxx@xxxxxxxxxx.xxx

GMAC Residential Holding Company, LLC
0000 Xxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxx Xxxxx, XX 00000
Attn: Xxxxxxx Xxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: xxxxxxx.xxxxx@xxxxxxxxxx.xxx

GMAC Model Home Finance I, LLC
Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: xxxx.xxxxxxxx@xxxxxxxxxx.xxx

With copy to:

RFC Asset Holdings II, LLC
Xxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000

With copy to:

Passive Asset Transactions, LLC
0000 Xxxxxxxx Xxxxx
Xxxx Xxxxxxxxxx, XX 00000

With copy to:

DOA Holding Properties, LLC
Xxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000

With copy to:

Equity Investment I, LLC
Xxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000

With copy to:

Equity Investment IV, LLC
Xxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: xxxx.xxxxxxxx@xxxxxxxxxx.xxx

With copy to:

Residential Funding Real Estate Holdings, LLC
Xxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000

With copy to:

Residential Mortgage Real Estate Holdings, LLC
Xxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000

With copy to:

Homecomings Financial Real Estate Holdings, LLC
Xxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000

With copy to:

The Lender Agent:

GMAC LLC
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxx, Group VP and Treasurer
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: xxxxx.xxxxxx@xxxxxx.xxx

With copy to:

Xxxxxxx X. Xxxxxxx, VP and General Counsel
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: Xxxxxxx.x.xxxxxxx@xx.xxx

The Hedge Counterparty:

GMAC LLC
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxx, Group VP and Treasurer
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: xxxxx.xxxxxx@xxxxxx.xxx

With copy to:

Xxxxxxx X. Xxxxxxx, VP and General Counsel
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: Xxxxxxx.x.xxxxxxx@xx.xxx

The First Priority Collateral Agent:

Xxxxx Fargo Bank, N.A.
000 Xxxxxxxxx Xxxxxx
X0000-000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Xxxxxxxx X. Xxxxx — Specialized Products Group
Phone: (000) 000-0000
Fax: (000) 000-0000

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

PLEDGED EQUITY AND PLEDGED NOTES

Item A. Pledged Shares


	Common Stock
	Authorized		Outstanding			% of Shares
Pledged Share Issuer	Shares		Shares		Beneficial Owner	Pledged
GMAC Mortgage USA Corporation		3,000		3,000	GMAC Mortgage, LLC		100	%
Xxxxx Associates, Inc.		100		100	GMAC Mortgage, LLC		100	%
Residential Accredit Loans, Inc.		1,000		1,000	GMAC-RFC Holding Company, LLC		100	%
Residential Asset Mortgage Products, Inc.		1,000			GMAC-RFC Holding Company, LLC		100	%
Residential Asset Securities Corporation		1,000		1,000	GMAC-RFC Holding Company, LLC		100	%
Residential Funding Mortgage Securities I, Inc.		1,000			GMAC-RFC Holding Company, LLC		100	%
Residential Funding Mortgage Securities II, Inc.		1,000		1,000	GMAC-RFC Holding Company, LLC		100	%
GMAC-RFC Australia Pty Limited⁸	37,350,001⁹		37,350,001⁵		Residential Funding Company, LLC		65	%


8		This is a cooperative with excluded liability.

9		These are ordinary shares.

Item B. 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	%
DOA Properties III (Models), LLC	Limited Liability Company		100	%	DOA Holding Properties, LLC		100	%
DOA Properties IIIB (KB Models), LLC	Limited Liability Company		100	%	DOA Holding Properties, LLC		100	%
DOA Properties IV, LLC	Limited Liability Company		100	%	DOA Holding Properties, LLC		100	%
DOA Properties V (Lots-CA), LLC	Limited Liability Company		100	%	DOA Holding Properties, LLC		100	%
DOA Properties VII (Lots-NV), LLC	Limited Liability Company		100	%	DOA Holding Properties, LLC		100	%
DOA Properties IX (Lots-Other), LLC	Limited Liability Company		100	%	DOA Holding Properties, LLC		100	%
CAP RE of Vermont, LLC	Limited Liability Company		100	%	GMAC Mortgage, LLC		100	%
Ditech, LLC	Limited Liability Company		100	%	GMAC Mortgage, LLC		100	%
Executive Closing Services, LLC	Limited Liability Company		100	%	GMAC Mortgage, LLC		100	%


	Interest
	Type of	Interest Owned				% of Interests of
Pledged Interests Issuer	Interest	by Pledgor			Pledgor	Pledgor Pledged
Executive Trustee Services, LLC	Limited Liability Company		100	%	GMAC Mortgage, LLC		100	%
GMAC Mortgage, LLC of TN	Limited Liability Company		100	%	GMAC Mortgage, LLC		100	%
GMACR Mortgage Products, LLC	Limited Liability Company		100	%	GMAC Mortgage, LLC		100	%
GMV Management Services, LLC	Limited Liability Company		100	%	GMAC Mortgage, LLC		100	%
Horsham Funding, LLC	Limited Liability Company		100	%	GMAC Mortgage, LLC		100	%
MINT I VFN Holdings, LLC	Limited Liability Company		100	%	GMAC Mortgage, LLC		100	%
MINT I, LLC	Limited Liability Company		100	%	GMAC Mortgage, LLC		100	%
Passive Asset Transactions, LLC	Limited Liability Company		100	%	GMAC Mortgage, LLC		100	%
Residential Consumer Services, LLC	Limited Liability Company		100	%	GMAC Mortgage, LLC		100	%
Residential Mortgage Real Estate Holdings, LLC	Limited Liability Company		100	%	GMAC Mortgage, LLC		100	%
Walnut Grove Funding, LLC	Limited Liability Company		100	%	GMAC Mortgage, LLC		100	%


	Interest
	Type of	Interests Owned				% of Interests of
Pledged Interests Issuer	Interest	by Pledgor			Pledgor	Pledgor Pledged
CHM Holdings, LLC	Class B Junior Preferred Units		100	%	GMAC Model Home Finance I, LLC		100	%
GMAC Home Services, LLC	Limited Liability Company		100	%	GMAC Residential Holding Company, LLC		100	%
GMAC Mortgage, LLC	Limited Liability Company		100	%	GMAC Residential Holding Company, LLC		100	%
GMACB Service Company, LLC	Limited Liability Company		100	%	GMAC Residential Holding Company, LLC		100	%
GMACRH Settlement Services, LLC	Limited Liability Company		100	%	GMAC Residential Holding Company, LLC		100	%
Residential Funding Company, LLC	Limited Liability Company		100	%	GMAC-RFC Holding Company, LLC		100	%
HFN REO Sub II, LLC	Limited Liability Company		100	%	Homecomings Financial, LLC		100	%
Homecomings Financial Real Estate Holdings, LLC	Limited Liability Company		100	%	Homecomings Financial, LLC		100	%
GMAC Residential Holding Company, LLC	Limited Liability Company		100	%	Residential Capital, LLC		100	%
GMAC-RFC Holding Company, LLC	Limited Liability Company		100	%	Residential Capital, LLC		100	%


	Interest
	Type of	Interests Owned				% of Interests of
Pledged Interests Issuer	Interest	by Pledgor			Pledgor	Pledgor Pledged
IB Finance Holding Company, LLC	Limited Liability Company		49	%	Residential Capital, LLC		100	%
Asset Lending Company II, LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%
Asset Management Performance Services, LLC	Limited Liability Company		100	%	Residential Funding Company, 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	%
EPRE LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%
Equity Investment I, LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%
Equity Investment III, LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%
GMAC Model Home Finance, LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%
GMAC Model Home Finance I, LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%
Homecomings Financial, LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%
MFC Asset, LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%


	Interest
	Type of	Interests Owned				% of Interests of
Pledged Interests Issuer	Interest	by Pledgor			Pledgor	Pledgor Pledged
MINT II Holdings LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%
MINT II, LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%
REG-PFH, LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%
Residential Asset Management Company LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%
Residential Funding Mortgage Exchange, LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%
Residential Funding Real Estate Holdings, LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%
Residential Funding Securities, LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%
RFC Advance Depositor, LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%
RFC Asset Holdings II, LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%
RFC Asset Management, LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%
RFC Construction Funding, LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%
RFC — GSAP Servicer Advance, LLC	Limited Liability Company		100	%	Residential Funding Company, LLC		100	%


	Interest
	Type of	Interests Owned				% of Interests of
Pledged Interests Issuer	Interest	by Pledgor			Pledgor	Pledgor Pledged
GMAC RFC International Holdings Cooperatief U.A.	Membership Interests		100	%	Residential Funding Company, LLC (99%); GMAC- RFC Holding Company, LLC (0.01%)		65	%
Marbella Lakes Associates, LLC (f/k/a DOA Properties VIII (Marbella Lakes), LLC)	Limited Liability Company		66.67	%	Equity Investment IV, LLC		100	%
GMAC RFC Brasil Ltda.	Limited Liability Partnership		99.99	%	Residential Funding Company, LLC		65	%
GMAC-RFC Chile Inversiones Limitada	Limited Liability Partnership		99.99	%	Residential Funding Company, LLC		65	%

Item C. UK Pledged Shares


	Total Number of		Shares Certificate			% of Shares
Pledged Share Issuer	Shares Issued		Number		Beneficial Owner	Pledged
GMAC-RFC Holdings Limited		188,117,940		1	Residential Funding Company, LLC		65	%
GMAC-RFC Europe Limited		100		1	Residential Funding Company, LLC		65	%
RFC Investments Limited		5,000,000		1	Residential Funding Company, LLC		65	%

Item D. Pledged Notes


Pledged Note Issuer	Pledged Note	Pledged Note Holder
GX CE Funding B.V.	Note (Note Certificate No. 1) dated 4 June 2008 and due 3 June	Residential Capital, LLC


Pledged Note Issuer	Pledged Note	Pledged Note Holder
	2009 issued under the Variable Funding Loan Note Agreement dated 4 June 2008
Viaduct (No. 7) Limited	Note dated 4 June 2008 and due 18 June 2008 issued under the Note Issuance Facility Deed dated on or about 2 June 2008	Residential Capital, LLC

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

Form of Joinder Agreement

This JOINDER AGREEMENT, dated as of ___, 20___, is delivered pursuant to Section 15 of the First Priority Pledge and Security Agreement and Irrevocable Proxy, dated as of ___, 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, and Xxxxx Fargo Bank, N.A., as First Priority Collateral Agent (as amended, supplemented, restated or otherwise modified from time to time, the “Pledge and Security Agreement”). Capitalized terms used herein without definition are used as defined in the Pledge and Security Agreement.

By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 15 of the Pledge and Security Agreement, hereby becomes a party to the Pledge and Security Agreement as [a/an [Additional Account Party] [Equity Pledgor] [FABS Grantor] [a Grantor that is a Guarantor] thereunder with the same force and effect as if originally named as [a/an [Additional Account Party] [Equity Pledgor] [FABS Grantor]] [a Grantor that is a Guarantor] 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 Senior Secured Collateral Agent for the benefit of the Lender Parties, and grants to the Senior Secured 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 the undersigned described in Annex A and expressly assumes all obligations and liabilities of [a/an [Additional Account Party] [Equity Pledgor] [FABS Grantor]] [a Grantor that is a Guarantor] thereunder. The undersigned hereby agrees to be bound as [a/an [Additional Account Party] [Equity Pledgor] [FABS Grantor] [a Grantor that is a Guarantor]for the purposes of the Pledge and Security 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 the Pledge and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agrees that this Joinder Agreement may be attached to the Pledge and 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 the Pledge and Security Agreement and shall secure all Obligations.

The undersigned hereby represents and warrants that each of the representations and warranties contained in Section 6 of the 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.

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

ACKNOWLEDGED AND AGREED
as of the date first above written:

GMAC, LLC
as Lender Agent


By:
Name:
Title:

XXXXX FARGO BANK, N.A.,
as First Priority Collateral Agent

By:

Name:
Title:

XXXXX FARGO BANK, N.A.,
as Collateral Control Agent

By:

Name:
Title:

ANNEX A
TO JOINDER AGREEMENT

Description of Collateral

As used in the Joinder Agreement to which this Annex A is attached, the “Collateral” of the Grantor(s) executing this Joinder Agreement shall mean with respect to each such Grantor:

All of such Grantor’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:

The Grantors 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.

[Describe pledged collateral, which should be consistent with the collateral descriptions in Sections 2, 3, 4 or 5 as appropriate]

ANNEX B
TO JOINDER AGREEMENT

Updated Information to Schedules I-XI and Attachment I
to Pledge and Security Agreement and Irrevocable Proxy


ⁱ		Notes printed in black and white with original signature.

[ADDITIONAL GRANTOR]