0000950152-08-009024 Sample Contracts

PURCHASE AGREEMENT FREDDIE MAC STRIPPED INTEREST CERTIFICATES, SERIES 256
Purchase Agreement • November 10th, 2008 • Gmac LLC • Finance lessors • New York

• As of July 1, 2008, each Mortgage represented in the related Mortgage Group has an Excess Yield Rate, interest rate, remaining term to maturity and loan age equal to the weighted average Excess Yield Rate, interest rate, remaining term to maturity and loan age for that Mortgage Group shown in the table on page S-7.

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SERVICING AGREEMENT between RESIDENTIAL CAPITAL, LLC and MHPOOL HOLDINGS LLC dated as of September 30, 2008
Servicing Agreement • November 10th, 2008 • Gmac LLC • Finance lessors • Delaware

THIS SERVICING AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2008, among Residential Capital, LLC, a Delaware limited liability company (“ResCap”), on behalf of itself and its controlled Affiliates (as defined in the Purchase Agreement (as defined below)) and MHPool Holdings LLC, a Delaware limited liability company (“Buyer”), on behalf of itself and Subsidiary.

LIMITED ASSIGNMENT AND ASSUMPTION AGREEMENT
Limited Assignment and Assumption Agreement • November 10th, 2008 • Gmac LLC • Finance lessors

This Limited Assignment and Assumption Agreement (this “Assignment”) is made and executed as of the 30th day of September, 2008, by and among KBOne, LLC, a Delaware limited liability company (“KBOne”), DOA Holdings NoteCo, LLC, a Delaware limited liability company (“Holdings”), Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), and MHPool Holdings LLC, a Delaware limited liability company (“Buyer”).

PURCHASE AGREEMENT among RESIDENTIAL CAPITAL, LLC, DOA HOLDING PROPERTIES, LLC, DOA PROPERTIES IIIB (KB MODELS), LLC and MHPOOL HOLDINGS LLC Dated as of September 30, 2008
Purchase Agreement • November 10th, 2008 • Gmac LLC • Finance lessors • Delaware

This PURCHASE AGREEMENT is dated as of September 30, 2008, among Residential Capital, LLC, a Delaware limited liability company (“ResCap”), DOA Holding Properties, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of ResCap (“Seller”), DOA Properties IIIB (KB Models), LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Seller (“Subsidiary”) and MHPool Holdings LLC, a Delaware limited liability company (“Buyer”). Each of ResCap, Seller, Subsidiary and Buyer are referred to herein as a “Party” and, collectively, as the “Parties”.

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