0000950137-07-008035 Sample Contracts

Residential Capital, LLC Senior Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • May 25th, 2007 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York

Banc of America Securities LLC J.P. Morgan Securities Inc. Greenwich Capital Markets, Inc. As representatives of the several Underwriters named in Schedule I hereto c/o Greenwich Capital Markets, Inc. 600 Steamboat Road Greenwich, Connecticut 06830

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RESIDENTIAL CAPITAL, LLC Floating Rate Note due 2009
Floating Rate Note • May 25th, 2007 • Residential Capital, LLC • Mortgage bankers & loan correspondents

THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

RESIDENTIAL CAPITAL, LLC
Note Agreement • May 25th, 2007 • Residential Capital, LLC • Mortgage bankers & loan correspondents

THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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