FORM OF NOTE NOTEResidential Capital, LLC • February 27th, 2008 • Mortgage bankers & loan correspondents
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE LAWS, AND WILL NOT GIVE RISE TO A NON-EXEMPT “PROHIBITED TRANSACTION” UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) ASSUMING THAT NO PORTION OF THE LOAN IS FUNDED WITH “PLAN ASSETS” WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA THAT WOULD GIVE RISE TO SUCH A NON-EXEMPT PROHIBITED TRANSACTION. BY ACCEPTANCE OF THIS NOTE, THE HOLDER AGREES TO BE BOUND BY ALL THE TERMS OF THE CREDIT AGREEMENT.
CREDIT AGREEMENT Among RESIDENTIAL FUNDING COMPANY, LLC, The Several Lenders from Time to Time Parties Hereto, GMAC LLC, as Agent, Dated as of February 21, 2008Credit Agreement • February 27th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents
PERFORMANCE GUARANTEE OF RESIDENTIAL CAPITAL, LLCResidential Capital, LLC • February 27th, 2008 • Mortgage bankers & loan correspondents • New York
Performance Guarantee, dated as of February 21, 2008, by Residential Capital, LLC, a Delaware limited liability company (“Guarantor”), in favor of GMAC LLC, as Agent for the Lenders (the “Guaranteed Party”).
PLEDGE AGREEMENTPledge Agreement • February 27th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
THIS PLEDGE AGREEMENT (this “Agreement”) dated as of February 21, 2008 is among RESIDENTIAL FUNDING COMPANY, LLC, a Delaware limited liability company (the “Pledgor”) and GMAC LLC, as Agent (“the Agent” or the “Secured Party”).
