Plan Support Agreement filing with Exhibits - Talcott Franklin PC

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                                           Hiring Date: July 10, 2012 at 10:00 a.m. (ET)
                                      Objection Deadline: June 21, 2012 al 4:00 p.m. (ET)


   MORRISON & FOERSTER LLP
   1290 Avenue of the Americas
   New York. New York 10104
   Telephone: (212) 468-8000
   Facsimile: (212) 468-7900
   Larren M. Nashelsky
   Gary S. Lee
   Anthony Princi
   Jamie A. Levitt


   Proposed Counselfor the Debtors and
   Debtors in Possession


    UNITED STATES BANKRUPTCY COURT
    SOUTHERN DISTRICT OF NEW YORK



    In re:                                      )     Case No. 12-12020 (MG)
                                                )
    RESIDENTIAL CAPITAL. LLC. et a]..           )     Chapter 11
                                                )
                                  Debtors.      )     Jointly Administered
                                                )

   NOTICE OF HEARING ON DEBTORS' MOTION FOR ENTRY OF AN ORDER
   UNDER BANKRUPTCY CODE SECTION 365 AND BANKRUPTCY RULE 6006
              AUTHORIZING THE DEBTORS TO ASSUME PLAN SUPPORT
     AGREEMENTS WITH TALCOTT FRANKLIN CONSENTING CLAIMANTS



             PLEASE TAKE NOTICE that, on June II, 2012. the above-captioned-debtors

   and debtors in possession (collectively, the "Debtors") filed the Debtors" Motion for

   Entry of Order Under Bankruptcy Code Section 365 and Bankruptcy Rule 6006

   Authorizing the Debtors to Assume Plan Support Agreements with Talcotr Franklin

   Consenting Claimants (the "Motion").




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            PLEASE TAKE FURTHER NOTICE that a hearing will be held on the Motion

   will be held before the Honorable Martin Glenn. United States Bankruptcy Judge, at the

   United Slates Bankruptcy Court for the Southern District ofNew York. Courtroom 501,

   One Bowling Green. New York, New York 10004 (the "Bankruptcy Court") on July 10,

   2012 at 10:00 a.m. (prevailing Eastern Time), or as soon thereafter as counsel may be

   heard.


                  PLEASE TAKE FURTHER NOTICE that objections, if any, to the

   Motion and the relief requested therein must be filed with the United States Bankruptcy

   Court for the Southern District of New York. One Bowling Green. New York. NY 10004

   and served so as to be received by the following parties no later than 4:00 p.m. Eastern

   time on June 21,2012: (a) Residential Capital. LLC, 1177 Avenue of the Americas,

   New York..NY 10036 (Attn: Tammy Hamzehpour); (b) proposed counsel for the

   Debtors, Morrison & Foerster LLP, 1290 Avenue of the Americas. New York. NY 10104

   (Attn: Larren M. Nashelsky. Gary S. Lee, Joel C. Haims);.(c) the Office of the United

   States Trustee for the Southern District orNew York. 33 Whitehall Street. 2 lSI Floor.

   New York. NY 10004 (Attn: Tracy Hope Davis, Linda A. Riffkin, and Brian S.

   Masumolo): (d) the Office of the United Stales Attorney General. U.S. Department of

   Justice. 950 Pennsylvania Avenue NW, Washington, DC 20530-0001 (Attn: US Attorney

   General, Eric H. Holder, Jr.); (e) Office of the New York State Attorney General. The

   Capitol, Albany. NY 12224-0341 (Attn: Nancy Lord, Esq. and Neal Mann, Esq.);

   (0 Office of the U.S. Attorney for the Southern District of New York. One St. Andrews

   Plaza. New York, NY 10007 (Attn: Joseph N. Cordaro. Esq.) (g) counsel for Official

   Committee ofUnsecured Creditors. Kramer Levin Naftalis & Frankel LLP, 1117 Avenue




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   of the Americas. New York. NY I0036 (Attn; Ken Eckstein and Douglas H. Mannal);

   (h) Citibank N.A,. 390.Greenwich Street, 6th Floor, New York. NY 10013 (Attn: Bobbie

   Theivakurnaran); (i) Fannie Mae, 3900 Wisconsin Avenue NW. Mail.Stop 8H-504.

   Washington. D.C! 20016 (Attn: Vice President, Credit Management, John S! Forlines);

   (j) counsel for Ally Financial IncKirkland & Ellis. 601 Lexington Avenue, New York,

   NY 10022 (Attn: Richard M. Cieri and Ray C. Schrock) (k) Deutsche Bank Trust

   Company Americas. 25 DeForest Avenue, Summit, NJ 07901 (AttniKevin Vargas):

   (1) The Bank of New York Mellon, Asset Backed Securities Group, 101 Barclays Street

   4W. New York. NY 10286: (m) U.S. Bank National Association. 50 South 16th Street.

   Suite 2000, Philadelphia. PA 19102 (Attn: George Rayzis); (n) U.S. Bank National

   Association, 60 Livingston Avenue. EP-MN-WS1D, St. Paul. MN 55 107 (Attn: Irina

   Palchuk); (o) counsel to U.S. Bank National Association, Kelley Drye & Warren LLP,

   101 Park Avenue. New York, NY 10178 (Attn: James S. Carr and Eric R. Wilson);

   (p) Wells Fargo Bank. N.A.. P:0. Box 98. Columbia, MD 21046 (Attn: Corporate Trust

   Services. GMACM Home Equity Notes 2004 Variable Funding Trust); (q) counsel to the

   administrative agent for the Debtors' proposed providers of debtor in possession

   financing. Skadden. Arps. Slate. Meagher & Flom LLP. Four Times Square. New York.

   New York 10036 (Attention: Kenneth S. Ziman and Jonathan H. Hofer); (r) Nationstar

   Mortgage LLC. 350 Highland Drive. Lewisville. TX 75067 (Attn: General Counsel)

   (s) counsel to Nationstar Mortgage LLC, Sidley Austin LLP. One South Dearborn,

   Chicago. IL 60603 (Attn: Larry Nyhan and Jessica CK Boelter); (t) Internal Revenue

   Service, P.O.Box 7346. Philadelphia, PA 19101-7346 (if by overnight mail, to 2970

   Market Street. Mail Stop 5-Q30.133, Philadelphia, PA 19104-5016); and (u) Securities




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   and Exchange Commission, New York Regional Office. 3 World Financial Center. Suite

   400. New York. NY 10281-1022 (Attn: George S. Canellos. Regional Director).

            PLEASE TAKE FURTHER NOTICE that the relief requested in the Motion

   may be granted without a hearing if no objection is timely filed and served as set forth

   above.and in accordance with the order, dated February 15, 2012, implementing certain

   notice and case management procedures in these cases [Docket No. 362] (the "Case

   Management Order").

   Dated: June 11.2012
           New York. New York



                                                /s/ Gary_S. Lee
                                                Larren M. Nashelsky
                                                Gary S. Lee
                                                Anthony Princi'
                                                Jamie A. Levitt
                                                MORRISON & FOERSTER LLP
                                                1290 Avenue of the Americas
                                                New York, New York 10104
                                                Telephone: (212) 468-8000
                                                Facsimile: (212) 468-7900



                                                Proposed Counselfor the Debtors and
                                                Debtors in Possession




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                                              Hearing Date: July 10, 2012 at 10:00 a.m. (ET)
                                         ObjectioD Deadline: June 21, 2012 at 4:00 p.m. (ET)


MORRISON & FOERSTER LLP
1290 Avenue of the Americas
New York. New York 10104
Telephone: (212) 468-8000
Facsimile: (212) 468-7900
Larren M. Nashelsky
Gary S. Lee
Anthony Princi
Jamie A. Levin


Proposed Counselfor the Debtors and
Debtors in Possession



  UNITED STATES BANKRUPTCY COURT
  SOUTHERN DISTRICT OF NEW YORK



  In re:                                          Case No. 12-12020 (MG)

 RESIDENTIAL CAPITAL. LLC. et aj.                 Chapter 11

                              Debtors.            Jointlv Administered



       DEBTORS' MOTION FOR ENTRY OF AN ORDER UNDER BANKRUPTCY
        CODE SECTION 365 AND BANKRUPTCY RULE 6006 AUTHORIZING
           THE DEBTORS TO ASSUME PLAN SUPPORT AGREEMENTS
            WITH TALCOTT FRANKLIN CONSENTING CLAIMANTS




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                                  TABLE OF CONTENTS


                                                                                       Page

PRELIMINARY STATEMENT                                                                     I

BACKGROUND                                                                                4


JURISDICTION AND VENUE                                                                    4


RMBS SETTLEMENT AND PLAN SUPPORT AGREEMENTS                                               5

A.      TheRMBS Settlement Agreements                                                     5

B.      The Plan Support Agreements                                                       6

RELIEF REQUESTED                                                                         I]

BASIS FOR RELIEF                                                                         II


A.      The Debtors Should be Authorized to Assume the Talcott Franklin Plan Support
        Agreement                                                                        11

B.      The Talcott Franklin Plan Support Agreement Complies WithThe Provisions of
        Section 1125(b) of the Bankruptcy Code                                           14

NOTICE                                                                                   16

NO PRIOR REQUEST                                                                         16




EXHIBIT 1 - Proposed Order

EXHIBIT 2 - Hamzchpour Declaration

EXHIBIT 3 - Talcott Franklin Plan Support Agreement

EXHIBIT 4 - First Amendment to Plan Support Agreement




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                                   TABLE qFg^Lo?rJ@RITTES
                                                                                             Page(s)


Cases


COR Rome 5 Company. LLC v. Penn Traffic Co, (In re Penn Traffic Co.).
    524 F.3d 373 (2d Cir. 2008)                                                                    ,...11

In re Apex Silver Mines Limited.
    No. 09-10182 (JMP) (Bankx. S.D.N.Y. Jan. 22. 2009)                                       ,.14, 15

In re Chemtura Corp..
    No. 09-11233 (REG) (Bankr. S.D.N.Y. Aug. 9. 2010)                                    ,...,.         13

In re Child World. Inc..
    142 B.R. 87 (Bankr. S.D.N.Y. 1992)                                                                  12

In re General Maritime Corp..
    No. 11-15285 (MG) (Bankr. S.D.N.Y. Apr. 2, 2012)                                                    13

In re Lehman Brothers Holdings Inc..
    No. 08-13555 (JMP) (Bankr. S.D.N.Y. Jan 12. 2012)                                             •....[•3

InreMESlnfl.Inc.
    No. 09-14109 (PJW) (Bankr. D. Del. Dec. 18. 2009)                                                   14

In re MP Global Holdings Ltd..
   "466 B.R: 239 (Bankr. S;D.N.Y. 2012)                                                           11, 12

In re Neb. Book Co.,
 " No. 11-12005 (Bankr. D. Del. Sep. 7. 2011)                                           ..............14

In re Owens Coming.
    No. 00-03837 (Bankr. D.Del. June 23. 2006)                                                          15

In re Riodizio, Inc..
   204 B.R. 417 (Bankr. S.D.N.Y. 1997)                                                                  12

In re TBS Shipping Servs. Inc..
    No. 12-22224 (RDD) (Bankr.S.D.N.Y.Feb 28. 2012)                                                     14

NLRB v, Bildisco and Bildisco.
   465 U.S. 513(1984)                                                                                  12

Official Comm. of Subordinated Bondholders v. Integrated Res.. Inc. (In re Integrated
   Res.. Inc.).
    147 B.R, 650 (S.D.N.Y. 1992)                                                                       12

Orion Pictures Corp. v. Showtime Networks. Inc. (In re Orion Pictures).
   4 F.3d 1095 (2d Cir. 1993)                                                                          11




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Smith v. Van Gorkom.
    488A.2d858(Del. 1985)                                                                        12

Transworld Airlines. Inc. v. Texaco. Inc. (In re Texaco. Inc.).
    81 B.R. 813 (Bankr..S.D.N.Y. 1988)                                                           15

Westbury Real Estate Ventures. Inc. v. Bradlees. Inc. (In re Bradlees Stores. Inc.).
    194 BX 555 (Bankr. SD.N.Y. 1996)                                                             12

Statutes


 II U.S.C. § 105                                                                                 13

 11 U.S.C..§502                                                   ,                              13

11 U.S.C. § 1142                                                                                 13

11 U.S.C. §363                                                                                    3

11 U.S.C. §365                                                                                1, 11

 II U.S.C. § 1107                                                                                4

II U.S.C. § 1108                                                                                 4

11 U.S.C. § 1125..                                                                     14, 15, 16

II U.S.C. § 1126                                                                                15

28 U.S.C. § 157                                                                                  4

28U,S.C. § 1334                                                                                  4

28 U.S.C. § 1408                                                                          ,      4

28 U.S.C. § 1409                                                                                 4

Fed. R. Bankr. P. 1015                                                                           4

Fed. R. Bankr. P: 2002                                                                          16

Fed. R. Bankr. P. 2019                                                                           7

Fed; R. Bankr. P. 6006                                                                           1

Fed. R. Bankr. P. 9019                                                                           5




                                                in
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         The debtors and debtors inpossession in the above-captioned cases (collectively, the

"Debtors" and each, a "Debtor") submit.this motion (the "Motion") for entry of an order.

substantially in the form annexed hereto as Exhibit I (the "Order"), pursuant to section 365 of

title II of the United.States Code (the "Bankruptcy Code") and Rule 6006 of the Federal Rules

of Bankruptcy Procedures (the "Bankruptcy Rules"), authorizing the Debtors to assumea.plan

support agreement (the "Talcotl Franklin Plan Support Agreement") between the'Debtors and

certain investors (the."Talcott Franklin Consenting Claimants") in residential mortgage-backed

securities ("RMBS") backed by mortgage loansheldby securitization trusts associated with

securitizations sponsored by the Debtors between 2004 and 2007 (each a "Trust" and

collectively, the •'Trusts"). In suppon thereof, the Debtors respectfully submit the declaration of

Tammy Hamzehpour (the "Hamzehpour Declaration"), attached hereto as Exhibit 2 and

represent as follows:

                                      PRELIMINARY STATEMENT


         1.       Prior to the Petition Date, the Debtors entered into two substantially similarplan

support agreements with.two sets of "ConsentingClaimants," 'one lead by Kalhy Patrick of

Gibbs & Bruns LLP (the "Steering Committee Group").andthe other led by Talcott Franklin of

Talcott Franklin, P.C. (the "Talcott Franklin Group").2 The discussion below refers to.terms

contained in both of the Plan Settlement Agreements, By this motion, however, the Debtors seek

1For.clariry's sake, theDebtors note thai the Consenting Claimants are referred to as the "Institutional Investors" in
the RMBS Trust Settlement Agreements (discussed further below),
2In connection with filing this Motion', theparties amended the plan support agreements with theSteering
Committee Group (the "Sleering Committee Plan Suppon Agreement") and ihe Talcott Franklin Group (the "Talcotl
Franklin Plan Support Agreement" and, together with the Steering Committee Plan Suppon Agreement, the "Plan
SupportAgreements") lo extend some deadlines basedon case developments. The ponies have agreed to deem
those changes effective as of May 25, 2012. References in this motion lo the eitheror both of the Plan Support
Agreements are U) the agreements, including the May 25; 2012 amendments. The Talcott Franklin Plan Support
Agreement is attached hereto as Exhibit 3 and the amendment as Exhibit A. As of the filing of this motion, counsel
for the Talcotl Franklin Group has received approval to sign the May 25, 2012 amendments on behalf of
approximately 33 of his 47 clients. Counsel has represented that he believes that he will receiveapproval io sign on
behalf of the remaining client within the next two days.




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authority to assume only the Talcott Franklin Plan Support Agreement memorializing the Talcott

Franklin Consenting Claimants' agreement to support the Debtors' plan of reorganization (the

"Plan"), which shall:be consistent with the terms and conditions set forth in the Plan Term Sheet

attached as Exhibit B to the Talcott Franklin Plan.Support Agreement.3 The Talcott Franklin

Plan Support Agreement, in conjunctionwith plan support agreements with Ally Financial Inc.

(together with its non-debtor affiliates, "AFI"). holders of the Debtors' junior secured notes (as

defined in the Plan Term Sheet), and the Steering Committee Group will enable the Debtors to

move expeditiously towards confirmation and consummation of the Plan with the support of

parties representing the Debtors" key secured creditor constituencies and most of the general

unsecured claim pool in these bankruptcy cases.

         2..     The Debtors commenced these Chapter 11 cases with the intent to confirm the

Plan swiftly, including the sale of substantially all of the Debtors' assets through the Chapter 11

process. In advance of the Debtors filing petitions for bankruptcy, the Debtors negotiated

settlement agreements (the "RMBS Trust Settlement Agreements." the terms of which make up

the "RMBS Trust Settlement") and the Plan Support Agreements with the Steering Committee

Group and the Talcott Franklin Group. The RMBS Trust Settlement Agreements and Plan

Support Agreements are intended to prevent the extended litigation (relating to the RMBS and

the Debtors" key restructuring activities, including Plan confirmation), distraction, costs, and

delays in the administration of the Debtors* bankruptcy cases that would result if the Debtors

were not able to resolve the claims held by the trustees for.the Trusu> (each a "Trustee." and

collectively, the "Trustees") related to certain alleged breaches of representations and warranties



3By separate motion filed concurrently herewith, the Debtors seek approval loassume the Steering Committee Plan
Suppon Agreement. The motions arc being filed separately due lo restrictions in Bankruptcy Rule 6006 regarding
the filing of a single motion seeking to assume multiple executory contracts.



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by the Debtors associated with Debtor-sponsored securitizations. Absent the Plan Support

Agreements, the Debtors' restructuring efforts would likely be substantially hampered to the

detriment of the Debtors' estates'and creditors.


         3.       Under the Talcott Franklin Plan Support Agreement, among other things, the

Talcotl Franklin Consenting Claimants agree, and will provide direction to Trustees for the

Covered Trusts (as defined below),.lo: (a).use commercially reasonable efforts, subject to certain

limitations, to obtain agreement to the Talcotl Franklin Plan Support Agreement and RMBS

Trust Settlement Agreement from holders of RMBS other than.the original Consenting

Claimants party to those agreements; (b) support the Debtors' prosecution of their Chapter 11

cases consistent with the Ally Settlement Agreement/ including AFI's contribution of $750

million to theDebtors' bankruptcy estates as set forth therein, and take no action otherwise

adverse to the Debtors in connection with claims under the Governing Agreements (as defined

below); and (c) support confirmation of the Plan and approval of any settlement with AF1 on

terms no less favorable than the Ally Settlement Agreement, or any comparable sale under

Section 363 of the Bankruptcy Code that provides for. and is conditioned on, the same Ally

Settlement Agreement.

         4.       The terms of the RMBS Trust Settlement are structured to be fair and equitable

across all participating Trusts. And all holders of RMBS issued by the Trusts may become a

party to one of the RMBS Trust Settlement Agreements and Plan Support Agreements. The Plan:

Support Agreements, however, do not materially restrict the Debtors' ability to consider

alternative plan structures in a manner consistent with their fiduciary duties; as discussed below.



*Acopy of the Ally Settlement Agreement isartached as Exhibit 8 totheAffidavit ofJames Whiilinger. Chief
Financial Officer ofResidenrial Capital, LLC. in Support of Chapter 11 Petitions and Firsl Day Pleadings (the
"Whitlinger Affidavit") [Docket No. 6].




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        5.      Accordingly, the Debtors seek authority to assume the Talcott Franklin Plan

Support Agreement, which is integral lo the Debtors" overall restructuring plan.

                                          BACKGROUND

        6.      On May 14. 2012 (the "Petition Date"), each of ihe Debtors filed a voluntary

petition in this Court for relief under Chapter II of the Bankruptcy Code. The Debtors are

managing and operating their businesses as debtors in possession pursuant to Bankruptcy Code

sections 1107(a) and 1108. These cases are being jointly administered pursuant to Bankruptcy

Rule 1015(b). No trustee or examiner has been appointed in these Chapter 11 cases.

        7.      On May 16. 2012. the United Stales Trustee for the Southern District of New

York appointed a nine member official committee of unsecured creditors (the "Creditors'

Committee").

        8.      The Debtors are a leading residential realestate finance company indirectly

owned by AF1, which is not a Debtor. The Debtors and their non-debtor affiliates operate the

fifth largest mortgage servicing business and the tenth largest mortgage origination business in

the United States. A more detailed description of the Debtors, including their business

operations, their capital and debt structure, and the events leading to the filing of these

bankruptcy cases, is set forth in the Whillinger Affidavit.

                                 JURISDICTION AND VENUE


       9.      The Court has jurisdiction to consider this Motion pursuant lo 28 U:S.C. §§ 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue is proper in this

district pursuant to 28 U.S.C. §§ 1408 and 1409.




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                                       RMBS SETTLEMENT AND
                                   PLAN.SUPPORT AGREEMENTS


A.       The RMBS Settlement Agreements

         10.      Contemporaneously with the filing of this Motion, the Debtors have filed a

motion pursuant to Bankruptcy Rule 9019 for approval of the RMBS Trust Settlement

Agreements (the "RMBS Trust Settlement Motion"). As detailed in the Debtors' RMBS Trust

Settlement Motion, shortly before the Petition Date, the Debtors entered into two substantially

similar RMBS Trust Settlement Agreements which, if approved, could resolve claims held by the

trustees of up to 392 securitization Trusts related to approximately $221 billion in original issue

balance ("OIB") of RMBS: Declaration of William Nolan \9.s The disputed claims held by the

Trusts arise out of, among other.things, the Debtors' alleged breaches of representations and'

warranties related.to the characteristics of loans sold by the Debtors to the Trusts under purchase

and sale agreements involved in various securitization transactions. Nolan Decl. H9.

         11.     The first of the two RMBS Trust Settlement Agreements involved the Steering

Committee Consenting Claimants, who hold at least 25% of the voting rights of the RMBS in

290 of the 392 Trusts related.to Debtor-sponsored securitizations between 2004 and 2007 (each,

a "Covered Trust,"' and together, the "Covered Trusts"). Steering Committee PSA Exhibit F.6

Additionally, the Talcott Franklin Group holds at least 25% of the voting rights in 35 additional

Trusts, accounting for an additional'SI7 billion in total OIB issued by such trusts. Talcott

Franklin PSA Exhibit F. In total, the Consenting Claimants have represented to the Debtors that

they hold at least 25% of the voting rights (as required by the Governing Agreements) of the


sThe Declaration ofWilliam Nolan ("Nolan Decl.") is attached as Exhibit 6 to the RMBS Trust Settlement Motion.
  Throughout this Motion, the Talcott Franklin Plan Support Agreement is cited as the "Talcott Franklin PSA" and
the Steering Committee Plan Support Agreement as the "Steering Committee PSA." The Steering Committee Plan
Suppon Agreemeni is attached as Exhibit3 to the Debtors" motion. Gled concurrently herewith, seekingto assume
the Steering Committee Plan Support Agreement..




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RMBS in not less than 328 of the Trusts, with OIB of approximately $182.8 billion.

Accordingly, based on their holdings, the Consenting Claimants hold a sufficient amount of

RMBS to direct many of the Trustees of the Covered Trusts - pursuant to the respective Trust's

Governing Agreements - to take certain actions, including directing the Trustees of the Covered

Trusts to bring actions against certain of the Debtors.7

B.       The Plan Support Agreements

          12.      Because the claims held by the Trusts represent the majority of the Debtors'

anticipated unsecured claims pool, the Debtors' recognized the importance of working with the

Consenting Claimants to develop a Chapter 11 plan acceptable to the Consenting Claimants and

major constituencies in the Debtors' capital structures. Hamzehpour Declaration UA.

Accordingly, in conjunction with, and as an integral pan of. the settlement with the Consenting

Claimants, the Debtors also entered into a Plan Support Agreement with each group of

Consenting Claimants. Hamzehpour Declaration If 3. AFI is also a party to, and has obligations

under, each of the Plan Support Agreements. Talcott Franklin PSA § 4. Like the RMBS Trust

Settlement Agreements, the Plan Support Agreements are the result of extensive arm's length,

good faith, and hard fought negotiations with the Consenting Claimants.

         13.       The Plan Support Agreements require the Consenting Claimants to direct the

Trustees to vote in favor of and support confirmation of a plan of reorganization consistent with

(i) the Plan Term Sheet attached as Exhibit B to the Plan Support Agreements, and (ii) a separate

settlement with AFI (the "AFI Settlement Agreement").8 including the cash contribution of$750


7___:.£_!:. Standard Terms ofPooling and Serving Agreement § 11.03(c). The Standard Terms ofPooling and
Serving Agreement, is attached as Exhibit 5 to the RMBS Trust Settlement Motion;
8The AFI Settlement Agreement is attached as Exhibit 8 lo the Whitlinger Affidavit. Pursuant lo the AFI
Settlement Agreement, AFI agreed, among other things, to (i) make a cash contribution of S750 million to the
Debtors' estates; (ii) act as the stalking horse bidder for the Debtors' held-for-sale portfolio (without receiving any
bid protections); and (iii) continueproviding support and services to the Debtors in a variety of waysduring the
                                                                                   (Footnote continues on next page.)


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million as set forth therein. Talcotl Franklin PSA § 3.1(h). The Consenting Claimants also agree

to (i) support, and direct the Trustees to support various motions and applications to be filed by

the Debtors, including the Debtors' motion to stay litigation against AFI, and (ii) use

.commercially reasonable efforts to get other RMBS holders to join the Plan Support Agreements

and/or RMBS Trust Settlement Agreements. See, e.g.. Talcotl Franklin PSA ai § 3.1(a) (support

of first and second day pleadings); 3.1(b),(commercially reasonable efforts to gel other investors

lojoin the Plan Support Agreements and RMBS Trust Settlement Agreements); 3.1(e) (stay

litigation).

          14.      In exchange, the Debtors agree to be bound by several obligations in connection

with implementation of their restructuring. One of these obligations requires the Debtors to file a

motion seeking authority to perform under the Plan Support Agreements within 21 days of ihe

Petition Date, which date was extended by amendment to June 11,2012. Talcott Franklin PSA

§ 2.2(b); First Amendment to Plan Support Agreement §1.1. Additionally, the Debtors agree to.

among other things, use best efforts to effectuate and consummate the Restructuring

contemplated by the Plan Term Sheet, including the AFI Settlement Agreement, in accordance

with certain milestones contained in Exhibit C lo the Plan Support Agreements. Talcott Franklin

PSA § 2.2(a), Moreover, the Debtors agree to seek permission for any Bankruptcy Rule 2019

statement filed by the Consenting Claimants in the Debtors' Chapter 11 cases to be filed with

amounts and trust-specific holdings of each Consenting Claimant redacted, subject to

confidential review solely by the Court, the Office of the United States Trustee, any official




(Footnote continued from previous page.)
Debtors' Chapter 11 cases. In exchange, the Debtors' agreed lo pursue a plan of reorganization that provides third-
party releases to AFI and certain of its affiliates and other related parties.




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committee of unsecured creditors appointed in the Chapter 11 Cases, and AFI. Talcott Franklin

PSA § 2.2.

         15.      Importantly, the Debtors are permitted lo pursue an alternative restructuring to the

extent that failing to do so would violate their fiduciary duties - so long as such alternative

restructuring is not less favorable lo the Consenting Claimants than the Plan.9 Talcott Franklin

PSA § 2.4. The Debtors may pursue a proposed alternative restructuring that the Debtors and

their respective Boards of Directors have determined is reasonably likely to be more favorable lo

the Debtors' estates, their creditors, and other parties to whom the Debtors owe fiduciary duties

than the restructuring contemplated by the Plan, provided that such restructuring is not less

favorable:to the Consenting Claimants than the restructuring contemplated by the Plan. Talcott

Franklin PSA § 2.4.

         16.     Finally, under the Plan Support Agreements. AFI agrees not to object lo approval

of the RMBS Trust Settlement Agreement and to comply with the AFI Settlement Agreement in

accordance with its terms. Talcott Franklin PSA § 4.

         17.     As is typical in Plan Suppon Agreements, the Debtors sought to ensure that the

Consenting Claimants would continue to maintain their voting power and ability to effectively

support the Debtors' Plan. However, during the negotiations, the Debtors were informed that

because many of the Consenting Claimants control certain of the RMBS on behalf of others for

whom the Consenting Claimants manage accounts, and lo whom the Consenting Claimants have

fiduciary duties, a typical lock-up agreement was not possible. Hamzehpour Declaration U6.

Accordingly, the Debtors and the Consenting Claimants have agreed thai, while the Consenting

Claimants may transfer certain of the RMBS that they hold, each of the Steering Committee

9The Plan Suppon Agreements also provide a fiduciary "'our' toany Consenting Claimant serving on the Creditors'
Committee. Talcotl Franklin Plan Suppon Agreement § 3.6.




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Consenting Claimants and the Talcott Franklin Consenting Claimants must continue to hold at

 least 25% of one or more classes of RMBS associated with approximately 80% of the Trusts in

which the respective group of Consenting Claimants originally held 25% of a class or else the

respective Plan Support Agreement shall automatically terminate unless waived by the Debtors

and AFI within five (5) days. Steering Committee PSA §-3.3. 6.2. 6.4; Talcott Franklin PSA

§3.3, 6.2, 6.4.L0

          18.     Additionally, the Plan Support Agreements contain a number of Consenting

Claimant termination events, including (i) dismissal or conversion of any of the Debtors' cases,

(ii) material modifications to the Plan Term Sheet, and (iii) breach or termination of any of the

purchase and sale agreements for the Debtors' businesses or the AFI Settlement Agreement.

Talcott Franklin PSA § 6.1(b), (e), (g). Likewise, the Debtors and AFI may terminate the Plan

Support Agreements in the event of a breach of any material provision of the Plan Support

Agreements by the respective Consenting Claimants. Notably, in the event of a breach, each of

the parties' sole remedy under the Plan Support Agreements is specific performance. Talcott

Franklin PSA § 6.2.

         19.      The Debtors' assumption of the Plan Support Agreements will substantially

benefit the Debtors and their creditors. They solidify the support of the Consenting Claimants

for the Debtor's Plan confirmation process. The Consenting Claimants are a critical constituency

because they have 25% or more of the voting rights in relevant tranches of the vast majority of

RMBS trusts, which are;the largest unsecured creditors of the Debtors' estates, and. therefore.


10 The requirement to maintain a 25% interest in one class ofRMBS related tocertain Trusts is subject lo limited
exceptions where a third party guarantor or financial guaranty provider exercises its voting rights to contravene
certaindirections given lo the Trustees by the Consenting Claimants. Additionally, the Steering Committee Plan
SupportAgreement contains an exception.for reductions in the Consenting Claimants holdings resulting from sales
by Maiden Lane I and Maiden Lane III, which are subject to certain orders from the Federal Reserve Bank of New
York, as managing member, requiring these two entities to liquidate their holdings. Steering Committee PSA § 3.3.



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may—and have committed to—direct the Trustees to support the Debtors' restructuring efforts,

 including assisting in-moving expeditiously through bankruptcy.,effecting a sale of substantially

all of the Debtors assets under the Plan, andeffectuating a cost-efficient wind-down of the

remaining assets in theDebtors estates. See Talcott Franklin PSA § 3.1 (h), Exhibit F.

Consensual resolution of the Trusts' claims and the avoidance of cosily litigation and delay will

further serve lo increase recoveries to all general unsecured creditors.

        20.    Further, obtaining the prepetition support of the Consenting Claimants, as well as

the support of the holders of the Debtors'junior secured notes, and obtaining AFPs agreement to

contribute $750 million in cash to help fund the Debtors' pre-negotiated plan of reorganization,

will greatly.assist in the expeditious sale and reorganization of the Debtors' businesses. The

RMBS Trust Settlement will provide clarity to the size of the claims pool for the Debtors and all

other interested parties and assist the Debtors in formulating the terms of a Plan supported by the

Debtors' major creditor constituencies. The Plan Support Agreements, in turn, provide

assurance that the Consenting Claimants will maintain sufficient RMBS holdings to assist the

Debtors in moving toward confirmation of the Plan. The Plan Support Agreements also provide

theDebtors' with reasonable assurance that the Consenting Claimants will provide support for

various other aspects of the Debtors' Chapter 11 cases, assisting the Debtors' efforts to move the

cases forward as expeditiously as possible. As a result, the Debtors determined that entering into

and assumption of Plan Support Agreements, as an integral part of the settlement with the

Consenting Claimants, was an appropriate exercise of their business judgment.

       21.     Moreover, the only remedy of each party to the Plan Support Agreement for

breach of such agreement is specific performance. Talcott Franklin PSA § 10.9(a). Thus,

assumption will not open the Debtors lo administrative claims for breach of the Plan Support



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AgreemenL Also, the Debtors have an appropriate "fiduciary out" in the agreement. See Talcott

Franklin PSA § 2.4. Thus, the assumption of ihe Plan Support Agreement will enhance the

progress of these cases and not create additional burdens.

        22.    Accordingly, the-Debtors determined that entering into and assumption of the

Plan Support Agreements, which the Debtors view as an integral part of the settlement with the

Consenting Claimants, was an appropriate exercise of their business judgment.

                                     RELIEF REQUESTED

        23.    By this Motion, the Debtors seek entry of an Order, pursuant to section 365 of the

Bankruptcy Code, authorizing the Debtors' to assume and perform under the Talcott Franklin

Plan'Support Agreement.


                                      BASIS FOR RELIEF


A.     The Debtors Should be Authorized to Assume the Talcott Franklin Plan Support
        Agreement

       24.     Section 365(a) of the Bankruptcy Code provides that a debtorin possession,

"subject to the Court's approval, may ... assume any executory contract or unexpired lease of

the debtor." 11 U.S.C. § 365(a). Courts apply the "business judgment" standard in determining

whether to approve the assumption of an executory contract. Orion Pictures Corp. v. Showtime

Networks. Inc. (In re Orion Pictures). 4 F.3d 1095. 1099 (2d Cir. 1993): see also COR Route 5

Company. LLC v. Penn Traffic Co. (In re Penn Traffic Co.). 524 F.3d 373. 383 (2d Cir. 2008);

In re MF Global Holdings Ltd.. 466 B.R. 239, 242 (Bankr. S.D.N.Y. 2012). The business

judgment standard "merely requires a showing" thai assumption of the executory contract will

benefit the estate. In re MF Global Holdings. Lid.. 466 B.R. al 242. Once a debtor articulates a

valid business justification. L'[l]he business judgment rule 'is a presumption that in making a

business decision the directors of a corporation acted on.an informed basis, in good faith and in

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the honest belief that the action taken was in the best interests of the company."' Official

Comm. of Subordinated Bondholders v. Integrated Res.. Inc. (In re Integrated Res.. Inc.). 147

B.R. 650. 656 (S.D.N.Y. 1992) (quoting Smith v. Van Gorkom. 488 A.2d 858. 872 (Del. 1985));

see also NLRB v. Bildisco and Bildisco. 465 U.S. 513. 523 (1984).

        25.    Accordingly, "L[c]ourts.generally will not second-guess a debtor's business

judgment concerning whether the assumption or rejection of an executory contract or unexpired

lease would benefit the debtor's estate." In re MF Global Holdings Ltd.. 466 B.R. at 242; In re

Riodizio. Inc.. 204 B.R. 417, 424 (Bankr. S.D.N.Y. 1997).("[A] court will ordinarily defer to.the

business judgment of the debtor's management"'); In re Child World. Inc.. 142 B^R. 87, 89

(Bankr. S.D.N.Y. 1992). Further, the "business judgment" standard merely requires the debtors

to establish that the requested assumption will benefit the estate. See Westbury Real Estate

Ventures. Inc. v. Bradlees, Inc. (In re Bradlees Slores. Inc:). 194 B.R. 555. 558 n.l (Bankr.

S.D.N.Y. 1996) ("the court must examine the contract and circumstances and apply its best

'business judgment' to determine if the assumption or rejection would be beneficial or

burdensome lo the estate").

       26.     The Debtors' decision to assume the Talcott Franklin Plan Support Agreement

satisfies the business judgment standard. The ultimate goal of these Chapter 11 cases is to

maximize the value of the Debtors' assets through an expeditious sale of the Debtors" businesses

and a cost and time efficient wind-down of the Debtors' estates. The RMBS Trust Settlement


Agreements and associated Plan Support Agreements, together with the plan support agreements

with AFI and the holders of the Debtors" junior secured.notes, act as the cornerstones for a

restructuring supported by constituents throughout the Debtors' capital structures. More

specifically, the Plan Support Agreements, together, provide for support from the Debtors'



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 largest disputed unsecured creditor constituency and are an integral part of the Debtors'

settlement with this group. Furthermore, as noted above, by limiting the Parties" remedy upon

any breach to specific performance, the Debtors" were able to obtain the support of the

Consenting Claimants without concern that a future breach of the Talcott Franklin Plan Support

Agreement could result in significant administrative expense to the Debtors* estates.

          27.       Without the Consenting Claimants' continued support of the Debtors'

restructuring, confirmation of a value-maximizing plan of reorganization could be significantly

delayed or thwarted. For instance, the Trusts would likely choose to file proofs of claim in the

full amouni of the unpaid principal balance of the mortgage loans held by the particular Trust, as

has beendone in other recenl mortgage industry bankruptcy cases.'1 Such an assertion would

inevitably lead to an inflated claims pool, requiring the Debtors to litigate the amount and

validity of the claims held by the Trusts. Moreover, the Plan Support Agreements avoid

potentialobjections anddelays by the Consenting Claimants and,permit the Debtors to move

swiftly toward confirmation of the Plan.

          28.       Courts regularly approve plan support agreements that debtors' determine, in their

business judgment, are in the best interests of their estates and provide an efficient manner to

work with various creditor constituencies toward confirmation of a consensual plan of

reorganization. See, e.g.. In re General Maritime Corp.. No. 11-15285 (MG) (Bankr..S.D.N.Y.

Apr. 2. 2012) (granting debtors" motion to enter into plan support agreement upon debtors'

conclusion that the agreement was in the best interest of their estates); In re Chemtura Corp., No.


" See e_g. Motion Pursuant toSection 8.4 oftheModified Third Amended Joinl Chapter II Plan of Lehman
Brothers Holdings Inc. and its Affiliated Debtors and Sections 105(a), 502(c) and 1142(b) of the Bankruptcy Code
lo Estimate the Amounts of ClaimsFiled by Indenture Trusteeson Behalfof Issuersof Residential Mortgage
Backed Securities for Purposes of Establishing Reserves at 8. In re Lehman Brothers Holdings Inc.. No. 08-13555
(JMP) (Bankr. S.D.N.Y. Jan 12, 2012) ("Some oflhe Claims assert amounts equal to the total outstanding amouni of
all loans held by the.trusts").


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09-11233 (REG) (Bankr. S.D.N.Y. Aug. 9, 2010) (same). Indeed, courts in this and other

districts have approved assumption of prepetition plan support agreements like the Talcon

Franklin Plan Suppon Agreement. See In re TBS Shipping Servs. Inc.. No. 12-22224 (RDD)

(Bankr. S.D.N.Y. Feb 28. 2012); Inre MES Tnt'l. Inc.. No. 09-14109 (PJW) (Bankr. D. Del. Dec.

 18, 2009); Inre Apex Silver Mines Limited. No. 09-10182(JMP) (Bankr. S.D.N.Y. Jan. 22;

2009).

         29.    For the forgoing reasons, the Debtors believe thai assumption of the Talcott

Franklin Plan Support Agreement is in the best interests of their estates.

B.       Tbe Talcott Franklin Plan Suppon Agreement Complies With The Provisions of
         Section 1125(b) of the Bankruptcy Code.

         30.   Entry into the Talcotl Franklin Plan Support Agreement does not constitute

"solicitation" of the Consenting Claimants' or Trustees' votes in favor of the Plan under section

1125 of the Bankruptcy Code.

         31.   Section 1125(b) provides that "[a]n acceptance or rejection of a plan may not be

solicited after the commencement of the case under this title ... unless, at the time of or before

such solicitation, there is transmitted ... a written disclosure statement approved, after notice

and a hearing.:by the court as containing adequate information." 11 U.S.C. § 1125(b). Courts,

considering both prepetilion and postpetilion plan support agreements have held thai such

agreements are not "solicitations" if they permit a parry to the agreement lo later vote to reject a

plan if there arc any materia! deviations from the representations made at the time of signing the

plan support agreement. See In re TBS Shipping Servs. Inc., No. 12-22224 (RDD) (Bankr.

S.D.N.Y. Feb 28, 2012) (approving a postpetition plan support agreement pursuant to which

creditor agreed to vote in favor of plan provided there were no material modifications lo ihe

agreed upon plan); In re Neb. Book Co.. No. 11-12005 (Bankr. D. Del. Sep. 7. 2011) (same); _n


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 re Apex Silver Mines Ltd.. No. 09-10182 (JMP) (Bankr, S.D.N.Y. Jan. 22, 2009) (same); see

also Hearing Transcript at 14-15. In re Owens Coming. No. 00-03837 (Bankr. D. Def June 23,

2006) (Docket No. 18233) ("The Plan Support Agreement is the written memorialization of the

negotiations ... and that is not the solicitation of a vote."): Transworld Airlines. Inc. v. Texaco.

 Inc. (In re Texaco. Inc.). 81 B.R. 813 (Bankr. S.D.N.Y. 1988) (holding that parlies' agreement to

use best efforts lo obtain confirmation of chapter 11 plan did not violate statutory restrictions on

solicitation of votes for the plan).

        32.     Here, and notwithstanding the ability of parties to accept the RMBS Trust

Settlement and participate in the Talcotl Franklin Plan Suppon Agreement up to 45 days after the

filing of the RMBS Trust Settlement Motion, the Debtors' assumption of and performance under

the Plan Support Agreements does nol constitute a "solicitation" under Bankruptcy Code section

 1125. First, the Plan Support Agreement is an agreement with the Consenting Claimants, not the

Trustees who will ultimately vote on thePlan. Additionally, votes of the Trustees will not be

secured unless and until a Court approved disclosure statement is transmitted to the parties, in

compliance with section 1125 of the Bankruptcy Code. The provisions of the Talcott Franklin

Plan Support Agreement are explicitly subject to the terms of sections 1125 and 1126 of the

Bankruptcy Code. Talcott Franklin Plan Suppon Agreement § 3.1(h); 10.1(b). Moreover, the

Talcott Franklin Consenting Claimants have the right to terminate the Talcott Franklin Plan

Support Agreements in.the evenl of material modification to the Plan Term Sheet. Talcott

Franklin Plan Support Agreement § 6.1(b)

        33.    Based upon the foregoing, the Debtors do not believe that entry into the Talcott

Franklin Plan Support Agreement constitutes solicitation of the Talcott Franklin Consenting

Claimants' or Trustees' votes, as applicable. Accordingly. theDebtors submit that entering into



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the Talcott Franklin Plan Support Agreement does not violate section 1125(b) of the Bankruptcy

Code.


                                              NOTICE

        34.    Notice of this Motion will be given to the following parties, or in lieu thereof, to

their counsel: (a) the Office of the United States Trustee for the Southern District of New York;

(b) the Office of the United Stales Attorney General; (c) the Office of the New York Attorney

General; (d) the Office of the United States Attorney for the Southern District of New York;

(e) the Internal Revenue Service; (f)ithe Securities and Exchange Commission; (g) each of the

Debtors' prepetition lenders, or their agents, if applicable;.(h) each of the indenture trustees for

the Debtors' outstanding noles issuances; (i) Ally Financial Inc.; (j) the Steering Committee

Group;.(k) the Talcotl Franklin group (I) Barclays Bank PLC, as administrative agent for the

lenders under the debtor in possession financing facility; (m) Nationstar Mortgage LLC and its

counsel; and (n) the Creditors' Committee (o) all parties requesting notice pursuant to

Bankruptcy Rule 2002. The Debtors submit that, in view of the facts and circumstances, such

notice is sufficient and no other or further notice need be provided.

                                      NO PRIOR REQUEST

        35.    No prior motion for the relief sought in this Motion has been made to this or any

other court.




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        WHEREFORE, the Debtors respectfully request that the Court grant the relief requested

herein and such other and further relief as the Court may deem just and proper.

Dated: June 11, 2012                           Respectfully submitted.
        New York, New York


                                               /s/ Gary S. Lee
                                               Larren M. Nashelsky
                                               Gary S. Lee-
                                               Anthony Princi
                                               Jamie A. Levitt
                                               MORR1SON.& FOERSTER LLP
                                               1290 Avenue of the Americas
                                               New York, New York 10104
                                               Telephone: (212) 468-8000
                                               Facsimile: (212) 468-7900

                                               Proposed Counselfor the Debtors and
                                               Debtors in Possession




                                              17
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                                   EXHIBIT 1


                                 Proposed Order




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  UNITED STATES BANKRUPTCY COURT
  SOUTHERN DISTRICT OF NEW YORK


                                                     )
  Inre:                            )                        Case No. 12-12020 (MG)
                                   )
  RESIDENTIAL CAPITAL. LLC. el ah, )                        Chapter 11
                                   )
                        Debtors.   )                        Joinllv Administered
               ____________ )

                           ORDER AUTHORIZING THE DEBTORS TO
               ASSUME THE TALCOTT FRANKLIN PLAN SUPPORT AGREEMENT

          Upon consideration of the motion (the "Motion")1 of the above-captioned debtors and

debtors in possession (collectively, the "Debtors" and each, a "Debtor") for entry of an order

authorizing the Debtors lo assume the Talcott Franklin Plan Support Agreement; and upon the

Whitlinger Affidavit and the Hamzehpour Declaration: and it appearing that this Court has

jurisdiction lo consider the Motion pursuant lo 28 U.S.C. §§ 157 and 1334; and it appearing that

venue of these Chapter 11 cases and the Motion in this district is proper pursuant to 28 U.S.C. §§

1408 and 1409; and it appearing that this proceeding on the Motion is a core proceeding pursuant

to 28 U.S.C. §157(b); and sufficient notice oflhe Motion having been given; and it appearing

that no other or further notice need be provided; and the Court having found that ihe relief

requested in the Motion.is in the best interests of the Debtors' estates, their creditors, and other

parties in interest; and after due deliberation and sufficient cause appearing therefor, it is hereby

          ORDERED, ADJUDGED, AND DECREED THAT:

          1.      The Motion is GRANTED to the extent set forth below.


          2:      The Talcott Franklin Plan Support Agreement is hereby assumed by the Debtors

without any further action required on their part.


1Capitalized terms not otherwise defined herein shall have the meanings ascribed lo them in theMotion.



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          3.   The Debtors are authorized to (a) comply with the terms of the Talcott Franklin

Plan Support Agreement, (b) effect the relief granted herein, and (c) take any and all actions

necessary to implement the terms oflhe Talcott Franklin Plan Support Agreement.

          4.   The Debtors' entry into.the Talcott Franklin Plan Support Agreement shall not

constitute a solicitation of votes of the Talcon Franklin Consenting Claimants (as defined in the

Plan Support Agreement) in violation of section 1125(b) of the Bankruptcy Code.

          5.   The terms and conditions of this Order shall be.immediately effective and

enforceable upon entry of this Order.

          6.   All objections to the Motion or the relief requested therein that have not been

withdrawn, waived or settled, and all reservauons of rights included, therein, are overruled on the

merits.


          7.   Notwithstanding anything herein lo the contrary..this Order shall not modify or

affect the terms and provisions of, nor the rights and obligations under, (a) the Board of

Governors of the Federal Reserve System Consent Order, dated April 13. 2011, by and among

AFI. Ally Bank, ResCap, GMAC Mortgage, LLC, the Board of Governors of the Federal

Reserve System, and the Federal Deposit Insurance Corporation, (b) the consent judgment

entered April 5, 2012 by the District Court for the District of Columbia, dated February 9. 2012,

(c) the Order of Assessment of a Civil Money Penalty Issued Upon Consent Pursuant to the

Federal Deposit Insurance Act, as amended, dated February 10.2012, and (d) all related

agreements with AFI and Ally Bank and their respective subsidiaries and affiliates.

          8.   Upon notice to.the parties and no objection having been interposed, an affiliated

debtor shall be deemed to be a "Future Debtor" upon the Court's entry of an order authorizing

the joint administration of such Future Debtor's Chapter II case with the Chapter 11 cases of the




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Debtors. Upon notice to the parties and no objection having been interposed, the relief granted

by this Order shall apply to the Future Debtor in these jointly-administered cases.

         9.    This Court shall retain jurisdiction with respect to all matters arising or related to

the implementation of this Order.

Dated:                ,2012
         New York. New York




                                                 THE HONORABLE MARTIN GLENN
                                                 UNITED STATES BANKRUPTCY JUDGE




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                                 EXHIBIT 2


                           Hamzebpour Declaration
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 MORRISON & FOERSTER LLP
  1290 Avenue of the Americas
 New York, New York 10104
 Telephone:     (212)468-8000
 Facsimile:     (212)468-7900
 Larren M. Nashelsky
 Gary S. Lee
 Anthony Princi
 Jamie A. Levitt


 Proposed Counselfor the Debtors and
 Debtors in Possession


  UNITED STATES BANKRUPTCY COURT
  SOUTHERN DISTRICT OF NEW YORK



  Inre:                                              Case No. 12-12020.(MG)

  RESIDENTIAL CAPITAL, LLC. el a].,                  Chapter 11

                                 Debtors.            Jointly Administered


   DECLARATION OF TAMMY HAMZEHPOUR, IN SUPPORT OF DEBTORS'
              MOTIONS TO ASSUME PLAN SUPPORT AGREEMENTS



                I, Tammy Hamzehpour,.being duly swom, depose and say:

                1.       1am the General Counsel of Residential Capital, LLC ("ResCap").

 a Delaware limited liability company. I joined ResCap in 1998 and have held my current

 position since October 2007. In my role as General Counsel of ResCap, I am responsible

 for oversight of all legal affairs of the company. I am authorized to submit this

 declaration (the "Declaration") in support of(i) the Debtors' Motion for Entry ofan

 Order Under Bankruptcy Code Section 365 and Bankruptcy Rule 6006 Authorizing the

 Debtors to Assume Plan SupportAgreements with Steering Committee Consenting

 Claimants and (ii) the Debtors' Motionfor Entry ofan Order Under Bankruptcy Code



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 Section 365 and Bankruptcy Rule 6006 Authorizing the Debtors to Assume Plan Support

 Agreements with Consenting Claimants Representedby Talcott Franklin, P.C

 (collectively, the "Assumption Motions").

                 2.      In my capacity as General Counsel, I am familiar with ResCap's

 business, ResCap's previous experience with repurchase demands and litigation in

 connection with alleged representation and warranty breaches, and ResCap's preparation

 for and filing of its Chapter 11 bankruptcy proceeding. I was privy to the negotiations

 with Gibbs & Bruns LLP and Ropes & Gray LLP, which represent certain investors (the

 "Steering Committee Group") in residential mortgage-backed securities ("RMBS"), as

 well as those negotiations Talcott Franklin. P.C. which represents a group of investors in

 RMBS (the "Talcott Franklin Group" and. together with the Steering Committee Group,

 the "Consenting Claimants"). Except as otherwise indicated, all statements in this

 Declaration are based upon my personal knowledge: my discussions and correspondence

 with ResCap employees, and my review of the relevant agreements between the Debtors

 and the Consenting Claimants. If I were called to testify as a witness in this matter, I

 would testify competently to the facts set forth herein.

                3.      Prior to the Petition Date, the Debtors and the Consenting

 Claimants, through counsel, engaged in extensive, arm's length negotiation resulting in

 two substantially similar settlement agreements (the "RMBS Trust Settlement

 Agreements") that set forth the terms of a potential settlement intended to resolve claims

 held by all trustees (the "Trustees") for securitization trusts associated with

 securitizations sponsored by the Debtors between 2004 and 2007 (the "RMBS Trust

 Settlement"). Pursuant to the RMBS Trust Settlement Agreements, the Debtors agreed to




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  make an irrevocable offer, open for a period of 45 days after the filing of a motion

 seeking approval of the RMBS Trust Settlement Agreements and associated RMBS Trust

  Settlement, to permit the Trusts to share in an allowed general unsecured claim in the

 maximum aggregate amount of $8.7 billion (the "Allowed Claim"), the amouni of which

 would be subject lo reduction depending on the proportion of Trusts accepting the

 Debtors' offer.


                   4.   In conjunction with the RMBS Trust Settlement Agreements, the

 Debtors also negotiated plan support agreements with bolh the Steering Committee

 Group (the "Steering Committee.PSA") and the Talcott Franklin Group (the "Talcott

 Franklin PSA,'" and together with the Steering Committee PSA. the "Plan Support

 Agreements"). Given the magnitude of the potential claims held by the Trusts, and the

 consenting claimants ability to influence the Trustees, the Debtors believed that it would

 be beneficial to engage the Consenting Claimants in negotiations in an effort lo develop

 Debtors' plan or reorganization (the "Plan") in a manner,acceptable to the Consenting

 Claimants and the Debtors' other major creditor constituencies. Ally Financial Inc.

 ("AFI") and'holders of the Debtors" Junior Secured Notes.

                5.      The Plan Support Agreements provide significant benefits to the

 Debtors. In particular, the Consenting Claimants agree to direct the Trustees to vote in

 favor of and support confirmation the Plan consistent with the Plan Term Sheet (as

 defined in the Assumption Motions). The Consenting Claimants also agreed to (i)

 support, and direct the Trustees to support, various motions and applications to be filed

 by the Debtors, including the Debtors* motion to stay litigation against AFI and (ii) use




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 commercially reasonable efforts to persuade other Trusts to accept the irrevocable offer

 described in the RMBS Trust Settlement Agreements.

                6.      During the negotiations, the Debtors were informed thai the

 Consenting Claimants would not be able to agree lo inclusion of a lerm in the Plan

 Support Agreements that would require the Consenting Claimants to maintain all of their

 holdings because certain of the Consenting Claimants control RMBS for others, on behalf

 of whom the Consenting Claimants acl as fiduciaries. As a result, the Debtors ultimately

 agreed to the modified holdings maintenance provisions contained in the Plan Support

 Agreements.

                7.      By obtaining the Consenting Claimants* support regarding the

 RMBS Trust Settlement and numerous aspects of the Debtors bankruptcy cases, the

 Debtors were able to consensually resolve a significant hurdle to Plan confirmation -

 support from the constituents of the Trust thai hold the single largest set of disputed

 unsecured claims in this case— for a Plan that has additionally been agreed upon by the

 Debtors' secured creditors. Moreover, by obtaining support from the Consenting

 Claimants as a group, the Debtors hope to avoid fractured objections from this large

 constituency and the delay associated with such objections.

                8.      While the Debtors have obtained the beneficial support outlined

 above from ihe Consenting Claimants, assumption of the Plan Support Agreements has

 little.potential downside for the Debtors. The Debtors negotiated Plan Support

 Agreements for which specific performance - and not damages - are the only remedy for

 breach. Likewise, the Plan Support Agreements containa "fiduciary out," permitting the

 Debtors to pursue a proposed alternative restructuring that the Debtors and their




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respective Boards ofDirectors determine is reasonably likely to be more favorable than
the proposed restructuring to the Debtors' estates..their creditors, and other parties to
whom the Debtors owe fiduciary- duties - so long assuch alternative restructuring is not

less favorable to the Consenting Claimants than the Plan.

               9.       After careful assessment, the Debtors determined that obtaining the

support ofthe Consenting Claimants provided a sound approach to assist in the
expeditious sale ofthe Debtors' businesses and confirmation oflhe Plan. Further lo the
goals ofan expeditious sale and confirmation ofthe Plan, ihe Debtors determined lhat
entry into, and ihe subsequem assumption of. the Plan 5uppon Agreements was an

integral pan ofthe settlement with the Consenting Claimants: beneficial to the Debtors,
their estates and their stakeholders: and was appropriate under the circumstances in which

these agreements were made.

        I swear under penalty of perjury that ihe foregoing is irue and correct.


Dated: June 11.2010




                                                       Tammy Harnfeehpour




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                               EXHIBIT3


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                                  PLAN SUPPORT AGREEMENT



 THIS PLAN SUPPORT AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY
 SECURITIES OR A SOLICITATION OF VOTES WITH RESPECT TO A CHAPTER
 II PLAN OF REORGANIZATION. ANY SUCH OFFER OR SOLICITATION WILL
 COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS
 OF THE BANKRUPTCY CODE.     ACCEPTANCES OR REJECTIONS WITH
 RESPECT TO A CHAPTER II PLAN OF REORGANIZATION MAY NOT BE
 SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY
 THE BANKRUPTCY COURT.


      This PLAN SUPPORT AGREEMENT (together with all exhibits attached hereto, the
"Agreement'"! is made and entered into as of May 13,2012, by and among:

        (a)     Residential Capital, LLC ("ResCap") and certain of its direct and indirect
                subsidiaries (collectively, the "Debtors"):1

        (b)     Ally Financial Inc., on behalf of its direct and indirect subsidiaries other than the
                Debtors, (collectively, "Ally"): and

        (c)     the undersigned holders, and authorized investment managers for holders, of
                Securities (as defined below) backed by mortgage loans held by the Covered
                Trusts (as defined below) (each, a "Consenting Claimant" and collectively,
                the "Consenting Claimants").

The Consenting Claimants, together with the Debtors and Ally, are defined collectively as the
"Parties."




    The Debtors are: Ditech, LLC; DOA Holding Properties, LLC; DOA Holdings NoieCo, LLC; DOA Properties
    IX (Lots-Other), LLC; EPRE LLC; Equity Investment L LLC; ETS of Virginia, Inc.; ETS of Washington, Inc.;
    Executive Trustee Services, LLC; GMAC Model Home Finance I, LLC; GMAC Mortgage USA Corporation;
    GMAC Mortgage, LLC; GMAC Residential Holding Company, LLC; GMACM Borrower LLC; GMACR
    Mortgage Products, LLC; GMAC-RFC Holding Company. LLC; GMACRH Setdement Services, LLC; HFN
   REO SUB n, LLC; Home Connects Lending Services, LLC; Homecomings Financial. LLC; Homecomings
   Financial Real Estate Holdings, LLC; Ladue Associates, Inc.; Passive Asset Transactions, LLC; PATI A, LLC;
   PATI B, LLC; PATI Real Estate Holdings, LLC; RAM A, LLC; RAH1 B, LLC; RAM Real Estate Holdings,
   LLC; RCSFJV2004, LLC; Residential Accredit Loans, Inc.; Residential Asset Mortgage Products. Inc.;
   Residential Asset Securities Corporation; Residential Capital, LLC; Residential Consumer Services of
   Alabama, LLC; Residential Consumer Services of Ohio, LLC; Residential Consumer Services of Texas, LLC;
   Residential Consumer Services, LLC; Residential Funding Company, LLC; Residential Funding Mortgage
   Exchange, LLC; Residential Funding Mortgage Securities L Inc.; Residential Funding Mortgage Securities D,
   Inc.; Residential Funding Real Estate Holdings, LLC; Residential Mortgage Real Estate Holdings, LLC; RFC
   Asset HoldingsII, LLC; RFC Asset Management, LLC; RFC BorrowerLLC; RFC Construction Funding,LLC;
   RFC SFJV-2002, LLC; and RFC-GSAP Servicer Advance. LLC.




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                                                 RECITALS

       WHEREAS, each of [he Debtors is contemplating filing a voluntary petition for relief
under chapter 11 of the Bankruptcy Code, 11 U.S.C. §§ 101-1532 fthe ••Bankruptcy Code"), with
the United Suites Bankruptcy Court for the Southern District of New York (the "Bankruptcy
Court");

       WHEREAS, the Consenting Claimants hold, and/or are authorized investment managers
for holders of, certain notes, bonds and/or certificates (collectively, the "Securities") backed by
mortgage loans held by certain of the securitization trusts identified on the attached Exhibit A
(ihe "Covered Trusts"), and the Covered Trusts assert claims (each, a "Rep and Warranty
Claim"), as defined in section 101(5) ofthe Bankruptcy Code, against the Debtors arising out of
alleged breaches of representations and warranties and other provisions contained in Pooling and
Servicing Agreements, Assignment and Assumption Agreements, Indentures, Mortgage Loan
Purchase Agreements and/or other agreements governing the securitization of mortgage loans by
and activities ofthe Covered Trusts (collectively, the "Governing Agreements"):

       WHEREAS, the Consenting Claimants have indicated their intent under the Governing
Agreements to seek action by the trustees under the Covered Trusts (each a "Trustee") to compel
the Debtors or Ally to cure the alleged breaches of representations and warranties, and to assert
other breaches, and the Debtors and Ally dispute such allegations of breach and waive no rights,
and preserve all of their defenses, with respect to such allegations and putative cure
requirements;

       WHEREAS, the Debtors and the Consenting Claimants have engaged in arm's-length,
good faith negotiations regarding the restructuring of the Debtors and have agreed upon (i) a
term sheet, as set forth in Exhibit B attached hereto (the "Plan Term Sheet"), for a chapter 11
plan of reorganization, (ii) a proposed settlement that the Debtors will pursue and diligently
prosecute pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure that would
resolve claims of the trustees for the Covered Trusts and other RMBS trusts (the "Other RMBS
Trusts" and, together with the Covered Trusts, the "Trusts'"), against the Debtors (the "RMBS
Trust Settlement Agreement"), and (iii) a settlement between the Debtors and Ally, to be
embodied in a chapter 11 plan of reorganization (such plan, the "Plan", and such agreement, the
"AFI Senlement Agreement" a copy of which is attached as Exhibit 4 to the Plan Term Sheet),
pursuant to which Ally will contribute value, including a cash contribution in an amount of no
less than $750 million (the "Cash Contribution") to ResCap to facilitate the Plan in exchange for
Ally and ResCap resolving claims asserted by each against the other and resolving third party
claims alleged against Ally relating to ResCap;2



   For the avoidance of doubt, as used herein, the term "Plan" means a chapter 11 plan of reorganization that
   contains the same terms set forth in. and is otherwise consistent with, the Plan Term Sheet, the AFI Settlement
   Agreement and this Agreement. In die event of any inconsistencies with the terms and conditions of this
   Agreement and the Plan Term Sheet, die termsand conditions of the Plan Term Sheetshall control. Capitalized
   terms used but not defined herein have ihe meanings ascribed to them in the Plan Term Sheet and the AFI
   Settlement Agreement.




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       WHEREAS, in accordance with the terms of this Agreement die Parties have-agreed to
work together to facilitate consummation of the RMBS Trust Settlement Agreement, the AFI
Settlement Agreement the Plan Term Sheet and confirmation of the Plan and the transactions
contemplated thereby (collectively, the "Restructuring''): and

        NOW, THEREFORE, in consideration of the foregoing and the promises, mutual
covenants, and agreements set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Section I.     Tbe Settlement and the Restructuring.

       (a)   The Restructuring will be implemented pursuant to cases commenced by the
Debtors under chapter II of the Bankruptcy Code (collectively, the "Chapter 11 Cases") in
accordance with this Agreement;

     (b)    On or prior to May 14, 2012, the Debtors shall file voluntary petitions
commencing the Chapter 11 Cases in the Bankruptcy Court (the date of such filings, the
"Petition Date");

        (c)     Each of the Parties agrees to negotiate in good faith the Definitive Documents (as.
defined in the Plan Term Sheet), including the Plan and a disclosure statement describing Lhe
Plan (the "Disclosure Statement"), both of which shall contain.the same terms set forth in, and be
materially consistent with, the Plan Term Sheet and.AFl Settlement Agreement and. shall be
materially consistent with the methodology of allocation of sale proceeds, settlement proceeds,
and all other matters that determine distributions to creditors as set forth in the May 9, 2012 and
May 12, 2012 Executive Summaries (the "Executive Summaries") given by Debtors' counsel to
the steering committee appointed by the.Consenting Claimants (the "Steering Committee"), and
the Plan or a motion filed in connection with the sale ofthe Debtors' mortgage loan origination
business shall provide for the assumption and assignment of all or substantially all ofthe pooling
and servicing agreements (and any similar agreements) ofthe Trusts; and

        (d)     Each ofthe Parties acknowledges that one or more ofthe Consenting Claimants
may act as an investment manager or investment adviser for other entities that are not a
Consenting Claimant (each, a "Consenting Claimant Client"). The Consenting Claimant Clients
hold or may hold individual claims against one or more ofthe Debtors or against Ally that do not
belong to the Consenting Claimants. Nothing in this Agreement shall be deemed to waive:or
compromise the right of any Consenting Claimant Client to appear on its own behalf in the
Debtors' Chapter 11 cases to pursue any of their respective rights. By their signatures hereunder,
all'Parties acknowledge that the Consenting Claimants do not waive, release or extinguish any
claims under the securities or anti-fraud laws of the United States or of any state belonging to
any Consenting Claimant Client.




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Section 2.    The Debtors' Obligations Under this Agreement.


2.1     Settlement of Allowed Claims


       As long as a Debtor Termination Event or Ally Termination Event (as defined herein) has
not occurred, or has occurred but has been duly waived in accordance with.the terms hereof, the
Debtors agree to:

        (a)   Orally present this Settlement Agreement in court on the Petition dale, including
              the agreed allowed claim amount; on the morning of the Petition Date; file a
              motion in the Bankruptcy Court as soon as practicable, but in no event later than
              fourteen (14) days after the Petition Date for approval of the RMBS Trust
              Settlement Agreement and the compromise contained therein; and obtain an order
              from the Bankruptcy Court approving such motion by the earlier of (i) 60 days
              after the Petition Date and (ii) the date on which the Disclosure Statement is
              approved by the Bankruptcy Court;

        (b)   for 60 days following the Petition Date, offer lo all Other RMBS Trusts a
              settlement of their claims on the same economic terms as for the Covered Trusts;
              and


       (c)    take any and all other reasonably necessary actions in furtherance of the RMBS
              Trust Settlement Agreement and the compromise contemplated thereby.

2.2     Implementation of tbe Restructuring.

       As long as a Debtor Termination Event has not occurred, or has occurred but has been
duly waived in accordance with the terms hereof, the Debtors agree to:

       (a)    Use best efforts lo effectuate and consummate the Restructuring contemplated by
              the Plan Term Sheet, including the AFI Settlement Agreement so long as the AFI
              Settlement Agreement includes the Cash Contribution, in accordance with the
              deadlines and conditions specified in the milestones set forth on Exhibit C
              attached hereto (the "Milestones'^:

       (b)    file a motion in the Bankruptcy Court within 21 days after the Petition1 Date
              seeking authority to perform under this Agreement and lo use their commercially
              reasonable efforts to obtain an order from the Bankruptcy Court approving such
              motion contemporaneously with approval ofthe Disclosure Statement;

       (c)    obtain any and all required regulatory approvals and material third-party
              approvals for confirmation and effectiveness of the Plan; and

       (d)    take any and all reasonably necessary actions in furtherance ofthe Plan.

Notwithstanding anything in.this Agreement to the contrary, the Consenting Claimants have not
waived their right to file an objection to a motion of the holders of the ResCap 9 5/8% bonds



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requesting payment of any interest on account of their ResCap 9 5/8% bond claims that may be
due and owing after the Petition Date.

The Debtors also agree lo move, as part ofthe motion to approve this Agreement, for permission
for the filing under seal of any Rule 2019 disclosure required in the Bankruptcy Case, subject to
confidential review solely by the Court the Office of the United States Trustee, any official
committee of unsecured creditors appointed in the Chapter 11 Cases, and Ally.

2.3     Conditions Precedent to Payment by Debtors.

       Notwithstanding the filing ofthe motion described in section 2.1(a) with the Bankruptcy
Court or entry of an order ofthe Bankruptcy Court approving such motion, no payment shall be
made to the Covered Trusts prior to Ihe effective date of the Plan.

2.4     The Debtors1 Fiduciary Obligations.

        Notwithstanding anything contained in this Agreement to the contrary, following the
good faith determination by the Debtors and their respective Boards of Directors that a proposal
or offer for a chapter II plan or other restructuring transaction that is not consistent with the
transaction contemplated hereby (an "Alternative Restructuring") constitutes a proposal that is
reasonably likely to be more favorable than the Restructuring lo the Debtors' estates, their
creditors, and other parties to whom the Debtors owe fiduciary duties, and receipt of approval by
the Debtors' Boards of Directors to pursue such Alternative Restructuring, the Debtors may
immediately terminate their obligations under this Agreement by written notice to counsel for the
Consenting Claimants and Ally, and all obligations of the Consenting Claimants and their
obligees under this Agreement shall' be terminated immediately: provided, however, that an
Alternative Restructuring shall be no less favorable to the Consenting Claimants than the
Restructuring contemplated by the Plan.

Section 3.    The Consenting Claimants' Obligations Under this Agreement

3.1    Support of Restructuring.

       As long as a Consenting Claimant Termination Event (as defined herein) has nol
occurred, or has occurred but has been duly waived in accordance with the terms hereof, the
Consenting Claimants each agree to. and. promptly after the execution of this Agreement shall
Direct the Trustees, in accordance with.the terms and conditions of the Governing Agreements,
to:


       (a)    Support (as defined below) the prosecution of theDebtors' first- and second-day
              pleadings (including interim and final relief thereof, as applicable) including those
              pleadings listed on Exhibit D hereto; provided that if giving any Direction is
              impracticable, ihe Consenting Claimant Steering Committee shall request and
              Support the Trustees to accommodate the relief sought by the Debtors;

       (b)    Use commercially reasonable efforts (including a public statement of counsel
              requesting others lo join), which do nol require the expenditure of funds or
              undertaking of any obligation, to obtain agreement lo this Agreement and the


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               RMBS Trust Settlement Agreement from holders of Securities backed by
               mortgage loans held by the Covered Trusts other than the Consenting Claimants
               party to this Agreement on the first day of its execution, substantially in the form
               attached hereto as Exhibit E;

        (c)    Support the Debtors' efforts to pursue the Restructuring contemplated by the Plan
               Term Sheet and the AFI Settlement Agreement (including the Cash Contribution
               set forth therein);

        (d)    Support the Debtors' prosecution of their Chapter 11 Cases consistent with this
               Agreement the Plan Term Sheet and the AFI Settlement Agreement including
               the Cash Contribution set forth therein and take no action otherwise adverse to the
               Debtors during the Chapter 11 Cases;

        (e)    Support entry of an injunction staying litigation against Ally and current and
               former directors and officers of Ally and ResCap during the pendency of the
               Chapter 11 Cases;

        (f)    Permit all disclosures in the Disclosure Statement and any filings by the Debtors
               and Ally with any regulatory agency to which the Debtors and Ally may be
               subject of the contents of this Agreement including the aggregate amount and
               nature of Rep and Warranty Claims;

       (g)     Support entry of any order approving the Disclosure Statement to permit
               solicitation ofthe Plan;

       (h)    Direct the Trustees to vole to accept the Plan, provided, however, that (i) the
              Bankruptcy Court has entered an order approving the Disclosure Statement
              (ii) the Consenting Claimants have been properly solicited pursuant to section
              1125 ofthe Bankruptcy Code, and (iii) the material terms ofthe Plan and the
              Disclosure Statement are consistent with ihe terms ofthe Plan Term Sheet and
              incorporate terms no less favorable than the AFI Settlement Agreement; and

       (i)    Support confirmation of the Plan and approval of any settlement with Ally,
              whether or not such settlement is provided for under a plan of reorganization,
              including approval of third party releases in Ally's favor, on terms no less
              favorable than the API Settlement Agreement (including the Cash Contribution
              set forth therein), or any comparable sale under Section 363 of the Bankruptcy
              Code that provides and is conditioned on the same AFI Settlement Agreement
              (including the Cash Contribution set forth therein) and provides the same benefits
              lo ihe Trusts and take no action otherwise adverse to Ally during the Chapter 11
              Cases.

'•Support" means to take commercially reasonable actions that do not require the expenditure of
funds or undertaking of any obligations, including active participation in court hearings by
counsel to the Consenting Claimants, attending meetings, and working with the Trustees to
facilitate acceptance of the compromise contemplated by the Settlement Agreement. The
Debtors and Ally acknowledge that the Consenting Claimants' Support obligation is made for

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themselves and. to the extent each of them has the authority, with respect to any other entities,
account holders, or accounts for which or on behalf of which it is signing this Agreement The
Consenting Claimants reasonably believe, and will inform the Bankruptcy Court and the
Trustees, that the contemplated Plan is in the best interests of holders of Securities in the Trusts.
This agreement of Support does not bar any Consenting Claimant Client from taking any
contrary position. "Direct" means to provide, and "Direction" means, a written direction, but
does not require the giving of any indemnity or other payment obligation.

3-2 Amendments to Governing Agreements.

        The Consenting Claimants agree to use commercially reasonable efforts (which shall not
require the giving of any indemnity or other payment obligation or expenditure of out-of-pocket
funds) to negotiate any request by the Debtors or the Trustees for Trusts that are being assumed,
and if any Trustee shall require a vote ofthe certificate or note holders with respect thereto, shall
vote in favor of (to the extent agreement is reached) any amendment to the relevant Governing
Agreements and related documents requested by the Debtors in order to permit "Advances'" (as ii
or any similar term may be defined in the Governing Agreements) to be financeable and to make
such other amendments thereto as may be reasonably requested by the Debtors in accordance
with any agreement to acquire all or substantially all of the Debtors' servicing assets pursuant to
the Restructuring and the Plan, so long as such changes would not cause material financial
detriment to the Trusts, their respective trustees, certificate or note holders, or the Consenting
Claimants.


3.3    Transfer of Claims or Securities.


         The Consenting Claimants currently and collectively hold Securities representing in
aggregate 25% of the voting rights in one or more classes of Securities of not less than 290 of the
Covered Trusts. The Consenting Claimants, collectively, shall maintain holdings aggregating
25% ofthe voting rights in one or more classes of Securities of not less than 235 ofthe Covered
Trusts ("Requisite Holdings") until the earliest of: (i) confirmation of the Plan, (ii) December 31,
2012. (iii) a Consenting Claimant Termination Event (iv) a Debtor Termination Event or (v) an
Ally Termination Event; provided, however, that any reduction in Requisite Holdings caused by:
(a) sales by Maiden Lane I and Maiden Lane III; or(b) exclusion of one or more trusts due to the
exercise of Voting Rights by a third party guarantor or financial guaranty provider, shall not be
considered in determining whether the Requisite Holdings threshold has been met. If the
Requisite Holdings are not maintained, each of Ally and ResCap shall have the right to terminate
the Agreement but neither Ally nor ResCap shall terminate the Agreement before each it has
conferred in good faith with the Consenting Claimants concerning whether termination is
warranted. For the avoidance of doubt other than as set forth above, this Agreement shall not
restrict the right of any Consenting Claimant to sell or exchange any Securities issued by a Trust
free and clear of any encumbrance. The Consenting Claimants will not sell any of the Securities
for the purpose of avoiding their obligations under this AgreemenL and each Consenting
Claimant commits to maintain at least one position in one ofthe Securities in one ofthe Trusts
until the earliest ofthe dates set forth above. If the Debtoror Ally reach a similar agreement to
this with another bondholder group, the Debtor and Ally will include a substantially similar
proportionate holdings requirement in that agreement as contained herein.



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3.4     Further Acquisition of Claims or Securities.

        This Agreemenl shall in no way be construed to preclude the Consenting Claimants or
any of their affiliates (as defined in section 101(2) of the Bankruptcy Code) from acquiring
additional Securities or claims against the Debtors following the Consenting Claimants'
execution of the Agreement; provided, however, that any such additional Securities acquired by
a commonly managed portfolio of the Consenting Claimants that are signatory hereto shall
automatically be deemed to be subject to the terms of this Agreement. The Consenting
Claimants further agree that they will not knowingly create any subsidiary or affiliate for the sole
purpose of acquiring any Securities without causing such affiliate to become a Party hereto prior
to such acquisition.

3_5     Representation ofthe Consenting Claimants' Holdings.

        Each ofthe Consenting Claimants represents that:

        (a)    it has the authority to take the actions contemplated by this Agreement to the
               extent that it has the authority with respect to any other entities, account holders,
               or accounts for which or on behalf of which it is signing this Agreement;

        (b)    it holds, or is the authorized investment manager for the holders of, the securities
               listed in the schedule attached hereto as Exhibit F. in the respective amounts set
               forth therein by CUSIP number, that such schedule was materially accurate as of
               the date set forth for the respective institution, and that since the date set forth for
               the Consenting Claimant the Consenting Claimant has not in the aggregate,
               materially decreased the Consenting Claimant's holdings in the Securities;

       (c)     in connection with the Direction to be provided to the Trustees hereunder, it shall
               deliver to the Debtors and Ally signed copies of the holdings certifications it
               provides to the Trustees ofthe Covered Trusts promptly after the certifications are
               provided to the Trustees; and

       (d)     lead counsel to the Consenting Claimants. Talcott Franklin, P.C, has represented
               to ResCap that the Consenting Claimants have, or will assemble, aggregate
               holdings of securities of greater than 25% of the voting rights in one or more
               classes of the securities, certificatesor other instruments backed by the mortgages
               held by each of the Covered Trusts (as defined in the Plan Support Agreement).

The Debtors and the Consenting Claimants agree that the aggregate amount of the holdings of
capitalized securities of the Consenting Claimants may be disclosed publicly, but that the
individual holdings shall remain confidential, subject to review by the Bankruptcy Court, the
Office of the United States Trustee, and any official committee of unsecured creditors appointed
in the Chapter 11 Cases, and the Debtors shall, in connection with seeking approval of entry into
this Agreement seek a protective order as to such holdings.

3.6  Fiduciary Obligations of Consenting Claimants if Serving On Creditors'
Committee. Any Consenting Claimants who serve on the official committee of unsecured



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creditors appointed in the Chapter 11 Cases shall not be restricted in any manner by this
Agreement from taking any actions or inaction in its capacity as a member of lhat committee.

Section 4.    Obligations of Ally Under this Agreement

        (a)   Ally consents to. and shall not object to, approval ofthe RMBS Trust Settlement
              Agreement or any allowance of the claims of the Trusts in any amount at or less
              than the aggregate amount of $8,700,000,000, or to any allocation of such claims
              among the'Trusts reasonably proposed by the Consenting Claimants.

        (b)   Ally shall comply with the AFI Settlement Agreement in accordance with the
              terms and conditions thereof.

Section S.    Mutual Obligations ofthe Parties Under this Agreement.

       As long as a Termination Event has not occurred or has occurred but has been duly
waived in accordance with the terms hereof, each ofthe Parties agrees that it shall not:

        (a)   directly or indirectly seek, solicit support or vote, in favor of.any Alternative
              Restructuring that could reasonably be expected to prevent, delay, or impede the
              Restructuring contemplated by the Plan Term Sheet and the AFI Settlement
              Agreement or that is inconsistent with this Agreement unless the Debtors, the
              Requisite Consenting Claimants and Ally have all agreed, in writing, to pursue an
              Alternative Restructuring;

       (b)    directly nor indirectly (i) engage in. continue, or otherwise participate in any
              negotiations regarding any Alternative Restructuring, (ii) enter into a letter of
              intent memorandum of understanding, agreement in principle; or other agreement
              relating to any Alternative Restructuring, or (iii) withhold, withdraw, qualify, or
              modify its approval or recommendation of this Agreement the Plan Term Sheet
              the Plan, the Restructuring, or the AFI Settlement Agreement including the Cash
              Contribution set forth therein;

       (c)    encourage any other entity lo object to. delay, impede, appeal;, or take any other
              action, directly or indirectly, to interfere with the Restructuring;

       (d)    take any action that is inconsistent with this Agreement the Plan Term Sheet, the
              AFI Settlement Agreement including the Cash Contribution set forth therein, or
              the Plan, or that would obstruct or delay approval of the Disclosure Statement or
              confirmation and consummation ofthe Plan; and

       (e)    Notwithstanding anything else in this Agreemenl to ihe contrary (including
              Section 2). (i)'if a Consenting Claimant or its investment advisor has in place an
              informational wall with respect to this matter, it shall not be a breach1 of this
              Agreement if persons screened from confidential information make public
              statements with respect to this matter, or takeactions with respect to other claims
              and securities that are not subject to this Agreement thai do not support the
              Restructuring, Plan, or RMBS Trust Settlement Agreement and (ii) theDebtors


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              and Ally shall have the right to consider and pursue any Alternative Restructuring
              that is not materially worse for the Consenting Claimants.

Section 6.    Termination.


6.1     Consenting Claimant Termination Events.

         The term "Consenting Claimant Termination Event" wherever used in this Agreement
means any ofthe following events (whatever the reason for such Termination Event and whether
it is voluntary or involuntary):

        (a)   Any ofthe Debtors or Ally has breached any material provision of this Agreement
              or the RMBS Trust Settlement Agreemenl and any such breach has not been duly
              waived by the Requisite Consenting Claimants;

        (b)   any material modification is made to the Plan Term Sheet or the Plan that is not in
              form and substance satisfactory to the Requisite Consenting Claimants;

        (c)   any of the Definitive Documents (as defined in the Plan Term Sheet), including
              the Plan, is filed with the Bankruptcy Court by the Debtors and is inconsistent
              with the Plan Term Sheet in any material respects, unless otherwise acceptable to
              the Requisite Consenting Claimants;

        (d)   the Bankruptcy Court has entered an order in any of the Chapter 11 Cases
              appointing (i) a trustee under chapter 7 or chapter 11 of the Bankruptcy Code,
              (ii) a responsible officer, or (Hi) an examiner with enlarged powers relating to the
              operation ofthe business (powers beyond those set forth in sub-clauses (3) and (4)
              of section 1106(a) of the Bankruptcy Code) under section 1106(b) of the
              Bankruptcy Code;

       (e)    conversion or dismissal of the Chapter 11 Cases of any of the Debtors;

       (f)    any termination or lifting of any of the Debtors' exclusivity to file a plan of
              reorganization;

       (g)    any breach or termination of (i) any purchase and sale agreement for the Debtors'
              mortgage loan origination business or loans held for sale business or (ii) the AFI
              Settlement Agreement;

       (h)    any default or event of default under any debtor-in-possession financing obtained
              by the Debtors;

       (i)    any order entered permitting Ally to lift the automatic stay provided under
              Bankruptcy Code section 362 (the "Automatic Stay"! that has a material adverse
              effect on the Consenting Claimants;




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        (j)    any order granted to any other secured lender to lift the Automatic Stay with
               respect to any material assets of the Debtors that has a material adverse effect on
               the Consenting Claimants;

        (k)    any court has entered a final, non-appealable judgment or order declaring this
               Agreemenl or any material portion hereof to be unenforceable, or the filing of a
               motion to reject this Agreement: or

        (I)    the Debtors fail to comply with the deadlines and conditions set forth in the
               Milestones.


6.2     Debtor and Ally Termination Events.

        The terms "Debtor Termination Event" and "AUv Termination Event" wherever used in
this Agreement mean a breach of any material provision of this Agreemenl or the RMBS Trust
Settlement Agreement by Consenting Claimants, whatever the reason for such Termination
Event and whether it is voluntary or involuntary.

63      Beneficiaries of Termination Rights.

        The Consenting Claimant Termination Events, the Debtor Termination Events, and the
Ally Termination Events (collectively, "Termination Events'") in Section 6 are intended solely
for the benefit of the Debtors. Ally and the Consenting Claimants; provided, however, that the
Consenting Claimants, Ally or a Debtor may not seek to terminate this Agreemenl based upon a
material breach or a failure of a condition (if any) in this Agreement arising out of its own
actions or omissions.


6.4    Termination Event Procedures.


       Upon the occurrence of a Debtor Termination Event or an Ally Termination Event this
Agreemenl shall automatically terminate without further action of the Parties or action or order
ofthe Bankruptcy Court unless no later than five (5) business days after the occurrence of such
Termination Event, the occurrence of such Termination Event is waived in writing by the
Debtors or Ally, respectively. Upon the occurrence of a Consenting Claimant Termination
Event this Agreement shall only terminate after the Requisite Consenting Claimants provide
Ally and the Debtors with three-days' advance written notice of termination. In the event the
Agreement is terminated, the Parties shall not have any continuing liability or obligation under
the Agreement and each Party shall have all the rights and remedies available to it under
applicable law; provided, however, thai no such termination shall relieve any Party from liability
for its breach or non-performance of its obligations hereunder prior to the date of termination.

         The Parties hereby waive any requirement under section 362 oflhe Bankruptcy Code to
lift the Automatic Stay in connection with giving any such notice (and agree not lo object to any
non-breaching Party seeking to lift the Automatic Stay in connection with giving any such
notice, if necessary). Any such termination (or partial termination) of the Agreement shall not
restrict the Parties' rights and remedies for any breach of the Agreement by any Party, including,
but not limited to, the reservation of rights set forth in Section 8 hereof.


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6.5     Mutual Consent to Termination.


        In addition to the Termination Events set forth in sections 6.1 and 6.2 hereof, this
Agreement shall be terminable immediately upon written notice to all of the Parties of the
written agreement ofthe Requisite Consenting Claimants, the Debtors and Ally to terminate this
Agreement

6.6    Termination As a Result of the Effective Date.

       On ihe effective date ofthe Plan, the Plan shall' supersede and replace this Agreement.

Section 7.     Mutual Representations. Warranties, and Covenants.

       Each Party makes the following representations, warranties, and covenants to each ofthe
other Parties, each of which are continuing representations, warranties, and covenants:

7.1    Good Faith.


       The Parties agree to negotiate in good faith all of the documents and transactions
described in the Plan Term Sheet and in this Agreement.

7.2    Enforceability.

        Subject to Section 10.8 of this Agreemenl and the provisions of sections 1125 and 1126
of the Bankruptcy Code, this Agreement is a legal, valid, and binding obligation, enforceable
against the Debtors. Ally and the Consenting Claimants in accordance with its terms, except as
enforcement may be limited by applicable laws relating to or limiting creditors' rights generally
or by equitable principles relating to enforceability.

13     No Consent or Approval.

       Except as expressly provided in this Agreement no consent or approval is required by
any other entity in order for it to carry out the provisions of this Agreement.

7.4    Power and Authority.

        The Parties.are duly organized, validly existing..and in good standing under the laws of
theirjurisdictions.of organization and the Parties have all requisite corporate, partnership, or
limited liability company power and authority to enter into this Agreement and to carry out the
transactions contemplated by, and perform its respective obligations under, this Agreement and
thePlanTerm Sheet.


7.5    Authorization.

       The execution and delivery of this. Agreement and the performance of its obligations
hereunder have been duly authorized by all necessary corporate: partnership, or limited liability
company action on its part.



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7.6     Governmental Consents.


        Subject to Ihe provisions of section 10.8 of the Agreement the execution, delivery, and
performance by the Parties of this Agreement does not and shall not require any registration or
filing with or consent or approval of, or notice to, or other action to, with or by, any federal,
state, or other governmental authority or regulatory body, except such filings as may be
necessary and/or required under the federal securities laws or as necessary for the approval of a
disclosure statement and confirmation ofthe Plan by the Bankruptcy Court

7.7     No Conflicts.


        The execution, delivery, and performance of this Agreement after taking into account
screening walls, does nol and shall not: (a) violate any provision of law, rule, or regulation
applicable to it or, in the case ofthe Debtors, any of its subsidiaries; (b) violate its certificate of
incorporation, bylaws (or other formation documents in the case of a limited liability company)
or, in the case of the Debtors, those of any of its subsidiaries; or (c) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default under any material
contractual obligation to which it or, in the case ofthe Debtors, any of its subsidiaries is a party.

Section 8.     No Waiver of Participation and Preservation of Rights.

        The Plan Term Sheet provides for an agreed plan treatment with respect to claims held by
the Consenting Claimants against the Debtors and for releases of claims held by, among others,
the Consenting Claimants against Ally. Subject to the terms and conditions contained in Plan
Term Sheet and the RMBS Trust Settlement Agreement nothing herein is intended to, does or
shall be deemed in any manner to waive, limit impair, or restrict the ability ofthe Consenting
Claimants to protect and preserve their rights, remedies, and interests, including their claims
against any of the Debtors, any liens or security interests they may have in any assets of any of
the Debtors, or their full participation in the Chapter 11 Cases, except as may be inconsistent
with the provisions of this Agreemenl. Without limiting the foregoing sentence in any way, if
the transactions contemplated by this Agreement or otherwise sel forth in the Plan Term Sheet
are not consummated as provided herein, if a Termination Event occurs or if this Agreement is
otherwise terminated for any reason, the Parties each fully reserve any and all of their respective
rights, remedies and interests.

Section 9.     Acknowledgement.

       THIS AGREEMENT. THE PLAN TERM SHEET. AND THE TRANSACTIONS
CONTEMPLATED HEREIN AND THEREIN, ARE THE PRODUCT OF NEGOTIATIONS
BETWEEN THE PARTIES AND THEIR RESPECTIVE REPRESENTATIVES.  EACH
PARTY HEREBY ACKNOWLEDGES THAT THIS AGREEMENT IS NOT AND SHALL
NOT BE DEEMED TO BE A SOLICITATION OF VOTES FOR THE ACCEPTANCE OF A
CHAPTER 11 PLAN FOR THE PURPOSES OF SECTIONS 1125 AND 1126 OF THE
BANKRUPTCY CODE OR OTHERWISE.       THE DEBTORS WILL NOT SOLICIT
ACCEPTANCES OF THE PLAN FROM THE CONSENTING CLAIMANTS UNTIL THE
CONSENTING CLAIMANTS HAVE BEEN PROVIDED WITH COPIES OF A
DISCLOSURE STATEMENT APPROVED BY THE BANKRUPTCY COURT.        EACH


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PARTY FURTHER ACKNOWLEDGES THAT NO SECURITIES OF ANY DEBTOR ARE
BEING OFFERED OR SOLD HEREBY AND THAT THIS AGREEMENT DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OF ANY DEBTOR.

Section 10.    Miscellaneous Terms.


10.1    Voluntariness; Binding Obligation; Assignment

        (a)    Voluntariness, Each Party acknowledges that it has read all of the terms of this
               Agreement has had an opportunity to consult with counsel of its own choosing or
               voluntarily waived such right and enters into this Agreement voluntarily and
               without duress.

        (b)    Binding Obligation. Subject to the provisions of sections 1125 and 1126 of the
               Bankruptcy Code, this Agreement is a legally valid and binding obligation ofthe
               Parties and their respective members, officers, directors, agents, financial
               advisors, attorneys, employees, partners, affiliates, successors, assigns, heirs,
               executors, administrators, and representatives, other than a trustee or similar
               representative appointed in the Chapter 11 Cases, enforceable in accordance with
               its terms, and shall inure lo the benefit of the Parties and their respective
               members, officers, directors, agents, financial advisors, attorneys, employees,
               partners, affiliates, successors, assigns, heirs, executors, administrators, and
               representatives. Nothing in this Agreement express or implied, shall give to any
               Entity, other than the Parties and their respective members, officers, directors,
               agents, financial advisors, attorneys, employees, partners, affiliates, successors,
               assigns, heirs, executors, administrators, and representatives, any benefit or any
               legal or equitable right remedy or claim under this Agreement

       (c)     Assignment No rights or obligations of any Party under this Agreemenl may be
               assigned or transferred to any other entity except as provided in Section 3.3.

       (d)     Several Obligations of Consenting Claimants. The representations, warranties
               and covenants applicable to each ofthe Consenting Claimants shall be several and
               neither joint nor joint and several.

10.2   Further Assurances.

       The Parties agree to execute and deliver such olher instruments and perform such acts, in
addition to the matters herein specified, as may be reasonably appropriate or necessary, from
time lo time, to effectuate the agreements and understandings of the Parties, whether the same
occurs before or after the date of this Agreement

10J    No Admission of Breach or Wrongdoing.

       The Debtors and Ally have denied and continue to deny any breach, fault liability, or
wrongdoing. This denial includes breaches of representations and warranties, violations of state
or federal securities laws, and other claims sounding in contract or tort in connection with any

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securitizations, including those for which the Debtors or Ally were the Seller, Servicer and/or
Master Servicer. Neither this Plan Support Agreement nor the RMBS Trust Settlement
Agreement whether or not consummated, any proceedings relating to this Plan Support
Agreement or the RMBS Trust Settlement Agreement nor any ofthe terms ofthe Plan Support
Agreement or the RMBS Trust Settlement Agreement whether or not consummated, shall be
construed as, or deemed to be evidence of. an admission or concession on the part ofthe Debtors
or Ally with respect to any claim or of any breach, liability, fault wrongdoing, or damage
whatsoever, or with respect to any infirmity in any defense that the Debtors or Ally have or could
have asserted.

10.4    No Admission Regarding Claim Status.

         The Debtors and Ally expressly state that neither this Agreement whether or not
consummated, any proceedings relating to this Agreement nor any of the terms of this
Agreement whether or not consummated, shall be construed as, or deemed to be evidence of, an
admission or concession on the part of the Debtors or Ally that any claims asserted by the
Consenting Claimants are not contingent unliquidated or disputed. The Consenting Claimants
expressly stale that in the event this Agreement is not consummated or is terminated, neither this
Agreement nor any proceedings relating to this Agreement nor any of the terms of this
Agreement shall be construed as. or deemed to be evidence of, an admission or concession on
the part of ihe Consenting Claimants that any claims asserted by the Consenting Claimants and
Trustees are nol limited to the amounts set forth in this Agreement or are of any particular
priority.

10.5    Headings.

        The headings of all sections of this Agreement are inserted solely for ihe convenience of
reference and are not a part of and are not intended to govern, limit °r aid in the construction or
interpretation of any term or provision hereof.

10.6   Governing Law.

       THIS      AGREEMENT         IS   TO   BE   GOVERNED        BY   AND     CONSTRUED          IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE CHOICE OF LAWS PRINCIPLES THEREOF.

       Further, by its execution and delivery of this Agreement each of the Parties hereto
hereby irrevocably and unconditionally agrees that the United States District Court for the
Southern District of New York shall have jurisdiction to enforce this Agreement provided,
however, lhat upon commencement of the Chapter 11 Cases, the Bankruptcy Court shall have
exclusive jurisdiction of all matters arising out of or in connection with this Agreement

10.7   Complete Agreement Interpretation, and Modification.

       (a)       Complete Agreement. This Agreement and the Plan Term Sheet constitute the
                 complete agreement between the Parties with respect to the subject matter hereof
                 and supersedes all prior agreements, oral or written, between or among the Parties
                 with respect thereto.

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        (b)    Interpretation. This Agreement is the product of negotiation by and among the
               Parties. Any Party enforcing or interpreting this Agreement shall interpret it in a
               neutral manner. There shall be no presumption concerning whether lo interpret
               this Agreemenl for or against any Party by reason of that Party having drafted this
               Agreement or any portion thereof, or caused il or any portion thereof to be
               drafted.


        (c)    Modification of Restructuring Agreements. This Agreement and the Plan
               Term Sheet may only be modified; altered, amended, or supplemented by an
               agreement in writing signed by the Debtors, Ally and the Consenting Claimants.

10.8    Execution.


        This Agreemenl may be executed and delivered (by facsimile or otherwise) in any
number of identical counterparts, each of which, when executed and delivered, shall be deemed
an original and all of which together shall constitute the:same agreemenl. Except as expressly
provided in this Agreement each individual executing this Agreement on behalf of a Party has
been duly authorized and empowered to execute and deliver this Agreemenl on behalf of said
Party.

10.9    Remedies.


        (a)    Specific Performance.

        It is understood that money damages are not asufficient remedy for any breach of this
Agreement and the Parties shall have the right, in addition to any other rights, and remedies
contained herein, to seek specific performance, injunctive, or other equitable relief from the
Bankruptcy Court as a remedy for any such breach. The Parties hereby agree that specific
performance shall be iheir only remedy for any violation of this Agreement

10.10   Settlement Discussions.


        This Agreemenl and the Restructuring are part of a proposed settlement among the
Parties with respect lo the Plan treatment of claims including the Rep and Warranty Claims-
Nothing herein shall be deemed an admission of any kind by ResCap, Ally and the Consenting
Claimants. To the exlenl provided by Federal Rule of Evidence 408 and any applicable stale
rules of evidence, this Agreement and all negotiations relating thereto shall not be.admissible
into evidence in any proceeding other than a proceeding lo enforce the terms of this Agreement.

10.11   Consideration.


       The Debtors, Ally and the Consenting Claimants hereby acknowledge that no
consideration, olher than that specifically described herein and in the Plan shall be due or paid to
the Consenting Claimants for their agreement to support confirmation of the Plan in accordance
with the terms and conditions of this Agreement other than the Debtors' agreement to use
commercially reasonable efforts to obtain approval of the Disclosure Statement and to seek
confirmation ofthe Plan in accordance with the terms and conditions ofthe Plan.



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 10.12 Third Part}' Beneficiaries.

        There are no third party beneficiaries of this Agreement.

10.13   Notices.


       AH notices hereunder shall be deemed given if in writing and delivered, if sent by
facsimile, courier, or by registered or certified mail (return receipt requested) to the following
addresses (or at such other addresses or facsimile numbers as shall be specified by like notice):

        (a)    if to the Debtors to: Residential Capital, LLC. 8400 Normandale Lake Boulevard,
               Suite 350, Minneapolis. Minnesota 55437; Attn: Tammy Hamzehpour; with
               copies to: Morrison & Foerster LLP, 1290 Avenue ofthe Americas, New York,
               New York, 10104. Attn: Larren Nashelsky, Gary Lee.and Anthony Princi:

        (b)    if to the Consenting Claimants to: Talcott Franklin, P.C. 208 N. Market Street
               Suite 200. Dallas, Texas 75202, Attn: Talcott Franklin; and Miller. Johnson. Snell
               & Cummiskey. P.L.C.. 250 Monroe Avenue NW, Suite 800, P.O. Box 306 Grand
               Rapids. MI 49501-0306, Attn: Thomas P. Sarb; and Carter Ledyard & Milbum
               LLP. 2 Wall Street New York. New York 10005. Attn: James Gadsden; and

        (c)    if to Ally to: Ally Financial, Inc.. 200 Renaissance Center, P.O. Box 200, Detroit
               Michigan 48265-2000. Attn: William Soloman; with copies lo: Kirkland & Ellis,
               601 Lexington Avenue, New York, NY 10022. Attn: Ray Schrock.

        Any notice given by delivery, mail, or courier shall be effective when received. Any
notice given by facsimile shall be effective upon oral or machine confirmation of transmission.




                                               17
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         IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
 year first above written,

                                         RESIDENTIAL CAPITAL, LLC, on behalf of
                                         itself and its.subsidiarics


                                         By:     ___
                                         Name:     Ttu*^
                                         Its:      _Se-*H

                                         ALLY FINANCIAL, INC., on behair of Ally

                                        By:
                                        Name:
                                         Its:




Dated:              _,2012

                                        CONSENTING CLAIMANT


                                        By:
                                        Name:
                                        Its:
                                        Telephone:
                                        Facsimile:


                                        Description of Rep and Warranty Claims held by
                                        Consenting Claimant:




                                        Description and aggregate amouni of any additional
                                        claims against the Debtors other than Rep and
                                        Warranty Claims:


                                        Description:




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          IN WITNESS WHEREOF, the Parties have entered into this Agreement on.ihe day and
 year first above written.

                                         RESEDENTIAL CAPITAL, LLC, on behalf of
                                         itself and its subsidiaries


                                         By:
                                         Name:
                                         Its:



                                                   ALLY FINANCIAL INC., on behalf of Ally


                                           By:
                                           Name:      Michael A, Carjbeoter
                                           lis;       Chief Executive Officer



 Dated:              ,2012

                                         CONSENTING CLAIMANT


                                         By:
                                         Name:
                                         Its:
                                         Telephone:
                                         Facsimile:


                                         Description of Rep and Warranty Claims held by
                                         Consenting Claimant:




                                         Description and aggregate amount of any additional
                                         claims against the Debtors other than Rep and
                                         Warranty Claims:


                                         Description:




 ny-1040929
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                                    Pg 21 of 126


                                                                          EXECUTION COPY

   IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
   year first above written.

                                    RESIDENTIAL CAPITAL, LLC, on behalf of
                                    itself and its subsidiaries

                                    By:

                                    Name:


                                    Its:


                                    ALLY FINANCIAL, INC., on behalf of Ally

                                    By:

                                    Name:

                                    Its:

   Dated: WAV 3° ,2012
                                    CONSENTING CLAIMANT


                                    By:     .
                                    ..              Brett
                                                    —:T Graham
                                    Name:           Mm...^. d--,
                                                   —aa_i^B4__u£Uf£-r1_irrtier

                                                   Vfenfcal Capital, LLC
                                    Its:

                                    Telephone:      Z\l- 7-ffe -<Tjg-g>

                                    Facsimile:     ZU ' ^F& -S?o )
                                    Description of Rep and Warranty Claims held by
                                    Consenting Claimant:



                                    Description and aggregate amouni of any additional
                                    claims against the Debtors other than Rep and
                                    Warranty Claims:



                                    Description:
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                                           Pg 22 of 126




                                                                                        EXECUTION COPY




            , IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
      year first above written.                           •      .         '    '

                                                RESIDENTIAL CAPITAL, LLC, on behalf of
                                                itself and its subsidiaries


                                               By:.
                                               Name:
                                                Us:


                                               ALLY FINANCIAL. INC., on behalf or Ally

                                               By:
                                               Name:
                                               •Its:




      Dated:               ,2012

                                                CONSENTINQ£LAlMANT

Union Investment Luxembourg S.A,                By:
Acting for the accounL of "UIL Special-Bond-   Name:               Alexander Otal   /    LutzOrbdn

Portfolio", Subfund "Special-Bonds-1"          ,tE:            Head of Credit Solutions / Portfolio Manager
                                                Telephone: +49 69 2567 2314 / +49 69 25672909
                                                Facsimile:


                                                Description of Rep and Warranty Claims held by
                                                Consenting Claimant:



                                                Description and aggregate amouni of any additional.
                                                claims against the Debtors other than Rep and
                                                Warranty Claims:


                                                Description:




      ny-1040929
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                                     Pg 23 of 126
                                                                         EXECUTION COPY




         IN WITNESS WHEREOF, the Parties nave entered into mis Agreement on the day and
 year first above written.

                                         RESIDENTIAL CAPITAL, LLC, on behab* of
                                         itself and its subsidiaries


                                         By:
                                         Name:
                                         Its:


                                         ALLY FINANCIAL, INC., on behalf of Ally

                                         By:
                                         Name:
                                         Its:




            /V-
         My /*/. 2012
Dated: ff/OU

                                        CONSENTING CLAIMANT



                                        Name           Thon^Sh/] SkVJ/\05 BatJC
                                        Name:          <^k^ L m      ^g-wfX
                                        Its:           £ ~££>/fbt*Sdaffr
                                        Telephone:      %&-Steh~ZH<3 /
                                        Facsimile:       g^-383-a„aq

                                        Description of Rep and Warranty Claims held by
                                        Consenting Claimant:




                                        Description and aggregate amount of any additional
                                        claims against the Debtors other than Rep and
                                        Warranty Claims:


                                        Description:




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                                      Pg.24of 126

                                                                        EXECUTION COPY




         IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
 year first above written.

                                         RESIDENTIAL CAPITAL, LLC, od behalf of
                                         itself and its subsidiaries


                                         By:
                                         Name:
                                         Us:


                                         ALLY FINANCIAL, INC- on behalf of Ally

                                         By:
                                         Name:
                                         Its:




 Datcd:/^      IH    ,2012

                                        CONSENTING CLAIMANT
                                                                -7 .



                                        By:
                                        Name:                             •_ei-i    -          kux
                                        Its:
                                        Telephone:
                                        Facsimile:


                                        Description of Rep and Warranty Claims held by
                                        Consenting Claimant:



                                        Description and aggregate amount of any additional
                                        claims against the Debtors other than Rep and
                                        Warranty Claims:


                                        Description:




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                                           Pg 25 of 126
                                                                                EXECUTION COPY




             IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
  year first above written.

                                              RESIDENTIAL CAPITAL, LLC, on behalf of
                                             itself and its subsidiaries

                                             By:
                                             Name:
                                             Its:


                                             ALLY FINANCIAL, INC., on behalf of Ally

                                             By:
                                             Name:
                                             Its:




 Dated: fYW^ J-\ .2012
                                             CONSENTING CLAIMANT
                                             CUNSfcN 1 LSfJ                             -   .




                                                            fh **-?*• &y•*•*-
                                            Telephone:     $£t/~ }-¥v-</j£ £
                                            Facsimile:     ftv-i-Vo-2.-><ra

                                            Description of Rep and Warranty Claims held by
                                            Consenting Claimant:

                                                                                                 %

                                            Description and aggregate amount of any additional
                                            claims against the Debtors other than Rep and
                                            Warranty Claims:


                                            Description:




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                                       Pg 26 of 126



                                                                           EXECUTION COPY




         IN WITNESS WHEREOF, the Parties have entered into this Agreement on ihe day and
 year first above written.
                                          RESIDENTIAL CAPITAL LLC, on behalf of
                                          itself and its subsidiaries

                                          By:
                                          Name:
                                          lis:

                                          ALLY FINANCIAL, INC., on behalf ofAlly

                                          By:
                                          Name:
                                           Its:




  Daied:^ui£i£_-2012
                                           CONSENTING CLAIMANT



                                           By:
                                           Name:
                                                              J^
                                                        " (' A^AklS• / '
                                                        TVrV¥
                                            its:            rr^         V/T ^. | .
                                            Telephone: jg3 3 ^^ 0-< y
                                            Facsimile: > ^,;| ? ,7 J 1 o3 56
                                            Description of Rep and Warranty Claims held by
                                            Consenting Claimant:



                                            Description and aggregate amouni or any additional
                                            claims against the Debtors other than Rep and
                                             Warranry Claims:


                                             Description:




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                                      Pg 27 of 126

                                                                         EXECUTION COPY




        IN WITNESS WHEREOF, the Parties have entered into diis Agreement on the day and
year first above written.

                                        rasmFJNTlAL CAPITAL, LLC, on behalf of
                                        itself and its subsidiaries


                                        By:                       ;
                                        Name:
                                        Its:


                                        ALLY FINANCIAL, INC., on behalf of Ally

                                        By:
                                        Name:
                                        Its:




Dated:       £ (i**~ ,2012
                                        CONSENTING

                                        By: —=        —fWUfitZCL^
                                       Name:          ^Lc K / /T1e>u*i ta-.
                                        Its:          j£e-hr&t=- £?£.?& iT ^V^vts-t.
                                       Telephone:      Ti^ -zzQ- "&UQ0
                                       Facsimile:      ~7{Gr - ZZ-L? -3u64~~

                                       Description of Rep and Warranty Claims held by
                                       Consenting Claimant:




                                       Description and aggregate amount of any additional
                                       claims against the Debtors other than Rep and
                                       Warranty Claims:


                                       Description:




ny-1040929
12-12020-mg    Doc 319-3     Filed 06/11/12 Entered 06/11 /12 22:24:05       Exhibit 3
                                     Pg 28 of 126



                                                                  EXECUTION COPY

 IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
 year.first above written.

                                   RESIDENTIAL CAPITAL, LLC, on behalf of
                                   itself and its subsidiaries


                                   By:

                                  Name:

                                   Its:

                                   ALLY FINANCIAL, INC, on behalf of Ally

                                   By:

                                  Name:

                                  Its:

Dated: 11*1 ^A      . 2012
     ^                            CONSENTING CLAIMANT

                                  By:       JkifJ ft             pif^h
                                  Name:        ffttWJ^T Maii\s J^
                                  Its:         Vf Jr<_T*in.T5
                                  Telephooe:       fa'W^-Hld(*
                                  Facsimile:       ^       "* 0* - Wl
                                  Description of Rep and Warranty Claims held by
                                  Consenting Claimant:



                                  Description and aggregate amount of any additional
                                  claims against the Debtors other than Rep and
                                  Warranty Claims:


                                  Description:
12-12020-mg    Doc 319-3     Filed 06/11/12 Entered 06/11/12 22:24:05        Exhibit 3
                                     Pg 29 of 126


                                                                   KXEUJTIONCOPY

 EN WITNESS WHEREOF, the Parties have entered itito tills Agreement on the day and
 year fiisi above written.

                                   RESIDENTIAL CAPITAL. LLC, on behalf nr
                                    itself and its, s-hsidiarieK

                                   By:

                                   Name:

                                   Its:

                                   ALLY FINANCIAL INC, on bvlulf of Ally

                                   Bj"

                                   Name:

                                   lis:

 Dated: -/»> 3a       2012




                                   Its:     _S-»°
                                   Telephone:     -*Sf-fJJ'JWf
                                   Facsimile:

                                  Description of Hep and Wmraniy Claims held by
                                  Conyenting Cluiraanl:



                                  Description and aggregate amount of any additional
                                  claims against the Debtors oilier than Rep and
                                  Warranty Claims;



                                  Description:
12-12020-mg    Doc 319-3    Filed 06/11/12 Entered 06/11/12 22:24:05          Exhibit 3
                                    Pg 30 of 126



                                                                 EXECUTION COPY


 IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
 year first above written.

                                  RESIDENTIAL CAPITAL, LLC, on behalf of
                                  itself and its subsidiaries

                                  By:

                                  Name:

                                  Its:


                                  ALLY FINANCIAL, INC., on behalf of Ally

                                  By:

                                  Name: _____^__.

                                  Its:

Dated:              ,2012

                                  CONSENTING CLAIMANT

                                  By: fraJ;** fo&t kwT«\(t -AC-
                                  Name: L^.is\ M'Vfrfi'
                                  Its:         T^T&tr
                                  Telephone: 7 11 TE^Ml^
                                  Facsimile: \<i 1_*f- /^"_
                                  Description of Rep and Warranty Claims held by
                                  Consenting Claimant:



                                  Description and aggregate amount of any additional
                                  claims against the Debtors other than Rep and
                                  Warranty Claims:


                                  Description:
12-12020-mg    Doc319-3       Filed 06/11/12 Entered 06/11/12 22:24:05         Exhibit 3
                                      Pg 31 of 126
                                                                         EXECUTION COPY




          IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
  year first above written.

                                          RESIDENTIAL CAPITAL, LLC, on behalf of
                                         itself and its subsidiaries


                                         By:
                                         Name:
                                         Its:


                                         ALLY FINANCIAL, INC., on behalf of Ally

                                         By:
                                         Name:
                                         Its:




 Dated: MpJ* if,       2012

                                         CONSENTING CLAIMANT


                                         Actual
                                         Name          AWaxM. £a/L>ll d^JtoMcMtf iliA^
                                                                1a7c
                                         By:                3   fetf*^    *____
                                         Name:
                                         Its:
                                                       ,., *rffoM*S f/Jr />f*%JJL             __,
                                         Telephone:
                                         Facsimile:     <**£</- 7 V 7 . - ? y ^

                                         Description of Rep and Warranty Claims held by
                                         Consenting Claimant:



                                         Description and aggregate amount of any additional
                                         claims against the Debtors other than Rep and
                                         Warranty Claims:


                                        Description:




 ny-1040929
12-12020-mg        Doc 319-3    Filed 06/11/12 Entered 06/11/12 22:24:05         Exhibit 3
                                        Pg 32 of 126
                                                                          EXECUTION COPY




         TN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
 year first above written.

                                         RESIDENTIAL CAPITAL, LLC, on behalf of
                                          itself and Hs subsidiaries


                                         By:
                                         Name:
                                         Its:


                                         ALLY FINANCIAL, INC., on behalf of Ally

                                         By:
                                         Name:
                                         Its:




Dated:                  ,2012

                                         CONSENTING


                                         By:                             r^t—
                                         Name:          ?<rfVu6 SktftLn)c
                                         Telephone:      3&2-~52B- C3J 7
                                         Facsimile:      ^gjt -szg-oqy?

                                         Description of Rep and Warranty Claims held by
                                         Consenting Claimant:



                                         Description and aggregate amount of any additional
                                         claims against mo Debtors other than Rep and
                                         Warranty Claims:


                                         Description:




ny-1040929
12-12020-mg        Doc 319-3    Filed 06/11/12      Entered.06/11/12 22:24:05    Exhibit 3
                                        Pg 33 of 126



                                                                    EXECUTION COPY

 IN WITNESS WHEREOF, the Parlies have entered into this Agreement on the day and
 year first above written.

                                      RESIDENTIAL CAPITAL, LLC, on behalf of
                                      itself and its subsidiaries

                                      By:

                                      Name:

                                      lis:

                                      ALLY FINANCIAL, INC., on behalf of Ally

                                      By:

                                      Name:

                                      Its:

Dated:     *»-<&        .2012

                                     CONSENTING CLAIMANT

                                     By:          _&_ J <Q(r
                                     Name: s-y^           tS- &/g


                                     Telephone:        Z&.&S. gg^l
                                     Facsimile:


                                     Description of.Rep and Warranty Claims held by
                                     Consenting Claimant:



                                     Description and aggregate amount of any additional
                                     claims against the Debtors otherthan Rep and
                                     Warranty Claims:


                                     Description:
12-12020-mg       Doc 319-3   Filed. 06/11 /12 Entered 06/11/12 22:24:05         Exhibit 3
                                        Pg 34 of 126

                                                                        EXECUTION COPY




       IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
year first above written.

                                       RESIDENTIAL CAPITAL, LLC, on behalf of
                                       itself and its subsidiaries


                                       By:
                                       Name:
                                       Its;


                                       ALLY FINANCIAL, INC., on behalf or Ally

                                       By:
                                       Name:
                                       Its:




Dated: ftldJ* /^ •2012
                                       CONSENTING CLAIMANT



                                       Name                                J.
                                                      tl*AJtlt)fjkr* &r,k if
                                       By:                 .
                                       Name:          32Un . S r ^
                                       Its;         - Fr-rt/f.£o          „
                                       Telephone:     _?iff- e?f?- j3Jt
                                       Facsimile:     JJ f-J?fit - jj? &t              ~
                                       Description of Rep. and ^Warranty Claims held by
                                       Consenimgfclaintam:

                                                                                    ffttft*-
                                       Description and aggregate amount of any additional
                                       claims against the Debtors other than Rep and
                                       Warranty Claims:


                                       Description:




ny-lM0929
12-12020-mg    Doc319-3      Filed 06/11/12 Entered 06/11/12 22:24:05         Exhibit3
                                     Pg 35 of 126

                                                                       EXECUTION COPY




        IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
year first above written.

                                        RESIDENTIAL CAPITAL, LLC, on behalf of
                                        itself and its subsidiaries


                                        By:
                                        Name:
                                        Its:


                                        ALLY FINANCIAL, INC., on behalf of Ally

                                        By:
                                        Name:
                                        Its:




Dated: /fljy /¥ ,2012
                                       CONSENTING CLAIMANT

                                        Actual
                                       Name           /9fyAyrf/ &*#**<- AiXc*m*^,a/ F?A-
                                        By:
                                       Name:
                                                      F&#jJP><tt
                                                      f)Ayid ffirm**-
                                       Its:             Pfac,-JJ*M<S>EO
                                       Telephone:      9*3- VSTS-Wof"
                                       Facsimile:      Vl'IIB-M**
                                       Description of Rep and Warranty Claims held by
                                       Consenting Claimant:



                                       Description and aggregate amouni of any additional
                                       claims against the Debtors other than Rep and
                                       Warranty Claims:


                                       Description:




ny-IO40929
12-12020-mg    Doc 319-3     Filed 06/11 /12 Entered 06/11 /12 22:24:05       Exhibit 3
                                      Pg 36 of 126
                                                                        EXECUTION COPY




         IN WITNESS WHEREOF, the Parlies have entered into this Agreement on the day and
 year firsl above written.

                                         RESIDENTIAL CAPITAL, LLC, on behalf of
                                         itself and its subsidiaries


                                         By:
                                         Name:
                                         Its:


                                         ALLY FINANCIAL, LNC on behalf of Ally

                                         By:
                                         Name:
                                         Its:




 Daied:              ,2012

                                         CONSENTING CLAIMANT


                                         Actual
                                         Name           ££- Fusspf <Ll-C
                                         By:
                                         Name:          /^// yZfrT/^faiSv
                                         Its:            /^Q/iyc^j^Z
                                         Telephone:     /sVp - ?(//^ .Co£/
                                         Facsimile:


                                         Description of Rep and Warranty Claims held by
                                         Consenting Claimant:




                                         Description and aggregate amount of any additional
                                         claims against the Debtors other than Rep and
                                         Warranty Claims:


                                         Description:




 ny-1040929
12-12020-mg       Doc 319-3      Filed 06/11/12 Entered 06/11/12 22:24:05          Exhibit 3
                                         Pg 37 of 126


                                                                     EXECUTION COPY

 I \ \\TTNH>S WHEREOF, the Partus ru\f ent^td into this Acreerasin on the dz\ and
 >ear firs: aho\e v.risicn.

                                       RESIDENTIAL CAPITAL. LLC. on behalf of
                                       itself and its subsidiaries


                                      By:

                                      Name:

                                      Its:


                                      ALLY FINaNOAL. INC.. on behalf of Alh

                                      B>:

                                      Name:

                                      Ils:


 Dated: May 30,           -012

                                      consenting; claimant

                                      By-     _fP_L_County_stat?. ^.arj_:_
                                      Nam.: Samuel S. Spencer, Jr.

                                      lis:    President & CZQ

                                      Tt-k-phone:     575-397-6501


                                      Facsimile:      575-391-19-13


                                      Description of Rep and Warranto Claim;, held bj
                                      Conseniini: Claimani:




                                      Description and 3_gre_ate amount of an; additional
                                      iilaim.s ajpins; th_ Debtors e:her ;han Rep and
                                      Warrann Clzims:



                                      Description:
12-12020-mg    Doc 319-3    Filed 06/11/12 Entered 06/11/12 22:24:05           Exhibit 3
                                    Pg 36 of 126

                                                                          EXECUTION COPY




        IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
year first above written.

                                        RESIDENTIAL CAPITAL, LLC, on behalf of
                                        itself and its subsidiaries


                                        By:
                                        Name:
                                        Its:


                                        ALLY FINANCIAL, INC., on behalf of Ally

                                        By:
                                        Name:
                                        Its:




Dated: JfajL- IS** ,2012
                                        CONSENTING CLAIMANT


                                        By:
                                        Name:
                                        Its:
                                        Telephone- Zgj - ^2 -i-fQoo
                                        Facsimile: 26? - TS 2- - tf 1/^
                                        Description of Rep and Warranty Claims held by
                                        Consenting Claimant:



                                       Description and aggregate amount of any additional
                                       claims against the Debtors other than Rep and
                                       Warranty Claims:


                                       Description:




cy-1040929
12-12020-mg         Doc 319-3   Filed 06/11/12 Entered 06/11/12 22:24:05           Exhibit 3
                                        Pg 39 of 126

                                                                          EXECUTION COPY




         IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
 year first above written.

                                         RESIDENTIAL CAPITAL, LLC, on behalf of
                                         itself aod its subsidiaries


                                         By:
                                         Name:
                                         Its:


                                         ALLY FINANCIAL, INC., on behalf of Ally

                                         By:
                                         Name:
                                         Its:




Dated: Mav 14           ,2012

                                         CONSENTING CLAIMANT


                                         Actual
                                         Name           Kerodt Brothers SaviftosJ_anj_.
                                         By:
                                         Name:          Gregor/Ptacek
                                         Its:           Vice President
                                         Telephone:     563-422-6072
                                         Facsimile:     563-422-6075

                                         Description of Rep and Warranty Claims held by
                                         Consenting Claimant:



                                         Description and aggregate amount of any additional
                                         claims against the Debtors other than Rep and
                                         Warranty Claims:


                                         Description:




ay-l 040929
12-12020-mg       Doc 319-3   Filed 06/11/12 Entered 06/11 /12 22:24:05        Exhibit 3
                                      Pg 40 of 126

                                                                       EXECUTION COPY




        IN WITNESS WHEREOF, the Parties have entered into ihis Agreement on the day and
year first above written.

                                        RESIDENTIAL CAPITAL, LLC, on behalf of
                                        itself and its subsidiaries

                                        By:
                                        Name:
                                        Its:


                                        ALLY FINANCIAL, INC., on behalf of Ally

                                        By:
                                        Name:
                                        lis:




Dated: ,P *>!*/ .2012
                                        CONSENTING CLAIMANT

                                        Actual
                                        Name           Heartland Bank^*^      /y^

                                        Name:          Kevin M. Black
                                        Its:           President/CEO
                                        Telephone:     515 352-3161
                                        Facsimile:     515 352-3841


                                        Description of Rep and Warranty Claims held by
                                        Consenting Claimant:.



                                        Description andaggregate amount of any additional
                                        claims against the Debtors other than Rep and
                                        Warranty Claims:


                                        Description:




cy-1040929
12-12020-mg      Doc 319-3   Filed 06/11/12 Entered 06/11/12 22:24:05            Exhibit 3
                                     Pg41 of 126


                                                                         EXECUTION COPY

 IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
 year first above written,

                                   RESIDENTIAL CAPITAL, LLC, on behalf of
                                   itself and its subsidiaries


                                   By:

                                   Name:


                                   Its:


                                   ALLY FINANCIAL, INC., on behalf of Ally

                                   By:

                                   Name:

                                   Its:

 Dated: May 3£> , 2012             CONSENTING CLAIMANT

                                   HBK MASTER FUND L.P.
                                   By: HBj£-Scrviccs LLC, Investment Advisor

                                   By:

                                   Name:
                             #*-                  Authorized Signatory
                                   Its:


                                   Telephone;        214-758-6107

                                   Facsimile:        214-758-1207

                                   Description of Rep and Warranty Claims held by
                                   Consenting Claimant:



                                   Description and aggregate amouni of any additional
                                   claims against the" Debtors other than Rep and
                                   Warranty Claims:



                                   Description:
  12-12020-mg    Doc 319-3   Filed 06/11/12 Entered 06/11/12 22:24:05         Exhibit 3
                                     Pg 42 of 126
                                                                       EXECUTION COPY




        IN WITNESS WHEREOF, the Parties have entered into this Agreement on foe day and
year first above written,

                                        RESIDENTIAL CAPITAL, LLC, on behalf of
                                        itself and its subsidiaries


                                        By:
                                        Name:
                                        Its:


                                        ALLY FINANCIAL, INC., on behalf of Ally

                                       By:
                                       Name:
                                        Its:




Dated:              , 2012

                                       CONSENTTNG CLAIMANT

                                       Actual
                                       Name           TlfST Y\i^waU ^SqwH P.Ma>^___feg«ka_A.
                                       By:            Ck^>.CW                               "*
                                                                                            -SW-

                                       Name:          ^ycJ^L. ^n.-aJ
                                       Its:            gt4cuWi O-fr A Cos,
                                       Telephone:      ft\g-St>a> 5-S~M
                                       Facsimile:      $lg~-.5E_l- V

                                       Description of Rep and Warranty Claims held by
                                       Consenting Claimant:



                                       Description and aggregate amount of any additional
                                       claims against the Debtors other than Rep and
                                       Warranty Claims:


                                       Description:




try-1040929
 12-12020-mg     Doc 319-3    Filed.06/11/12 Entered 06/11/12 22:24:05        Exhibit 3
                                      Pg 43 of 126
                                                                        EXECUTION COPY




          IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
year, first above written.

                                         RESIDENTIAL CAPITAL. LLC. on behalf of
                                         itself and its subsidiaries


                                         By:
                                         Name:
                                         lis:


                                         ALLY FINANCIAL. INC., on behalf of Ally

                                         By:
                                         Name:
                                         Its:




Dated:       May 1*2012

                                        CONSENTING CLAIMANT

                                        Actual
                                        Name           ^'rs* National Banking Company
                                        By:            MairtiH Cofp&ht&r'
                                        Name:                               Martin Carpenter
                                        Its:         Chairman/CEO
                                        Telephone: 670-994-2311
                                        Facsimile: fl70-757-1««g

                                        Description of Rep and Warranty Claims held by
                                        Consenting Claimant:




                                        Description and aggregate amount of any additional
                                        claims against the Debtors other than Rep and
                                        Warranty Claims:


                                        Description:




ny-1040929
12-12020-mg    Doc 319-3      Filed 06/11/12 Entered 06/11/12 22:24:05            Exhibit 3
                                      Pg 44 of 126

                                                                             EXECUTION COPY




           IN WITNESS WHEREOF, the Parties have entered into this":Agreement on the day and
  year-firs! above written.

                                           RESIDENTIAL CAPITAL, LLC, on behalf of
                                           hself and its subsidiaries


                                           By:         - -
                                           Name:
                                           Its:


                                           ALLY FINANCIAL, INC- on behalf of Ally

                                          By:
                                          Name:                                    . . .._
                                          Its:




  Dated: fta^ H        2012
                                          CONSENTING CLAIMANT


                                          Actual
                                          Name
                                          By:
                                          Name:
                                                         EgS^fr"---
                                                         5*e«* WTJUJa^is

                                          Telephone:         2'Hh2.'i8 -•'**&{
                                          Facsimile:         &T0-23_-*fl_V               ,

                                          Description of Rep and Warranty Claims held by
                                          Consenting Claimant:




                                          Description and aggregate amount of any additional
                                          claims against the Debtors other than Rep and
                                          Warranty Claims:


                                          Description:




  ny-1040929
12-12020-mg        Doc 319-3   Filed 06/11 /12 Entered 06/11 /12 22:24:05        Exhibit 3
                                        Pg 45 of 126

                                                                        EXECUTION COPY




        IN WITNESS WHEREOF, the Parties have entered into this Agreemenl on the day and
year first above written.

                                        RESIDENTIAL CAPITAL, LLC, on behalf of
                                        itself and its subsidiaries


                                        By
                                        Name:
                                        Its:


                                        ALLY FINANCIAL, INC., on behalf of Ally

                                        By:
                                        Name;
                                        Its:




Dated: -Mfly 14>      ,2012
                                        CONSENTING CLAIMANT

                                        Actual
                                        j^ame First Federal Bank of Florida
                                        By:            tZ.
                                        Name:           Davrd Brewer
                                        Its'            Executive Vice President & CFO
                                        Telephone:      3B6-/S5-U6W
                                        Facsimile:      366-754-7163

                                        Description of Rep and Warranty Claims held.by
                                        Consenting Claimant:




                                        Description and aggregate amount of any additional
                                        claims against the Debtors other than Rep and
                                        Warranty Claims:.


                                        Description:




ny-1040929
12-12020-mg    Doc 319-3     Filed 06/11/12 Entered 06/11/12 22:24:05          Exhibit 3
                                     Pg 46 of 126


                                                                         EXECUTION COPY




         [N WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
 year first above written.

                                         RESIDENTIAL CAPITAL, LLC, on behalf of
                                         itself and its subsidiaries


                                         By:
                                         Name:
                                         Its:


                                         ALLY FINANCIAL, INC., ou behalf of Ally

                                        By:
                                        Name:
                                        Its:




 Dated: fflgiJL J^.2012
                                        CONSENTING CLAIMANT

                                        Actual
                                        Name           fri>ST' fkrfftg/vs Statin Qa*ik
                                        By:
                                        Name:          3d*         L.   SskroefSer
                                        Telephone:     3o7-        3?a -   3.<j?a3
                                        Facsimile:     3n«?~       39a-    5Spy
                                        Description of Rep and Warranty Claims held by
                                        Consenting Claimant:



                                        Description and aggregate amount of any additional
                                        claims against the Debtors other than Rep and
                                        Warranty Claims:


                                        Description:




ny-1040929
12-12020-mg      Doc 319-3      Filed 06/11 /12 Entered 06/11 /12 22:24:05      Exhibit 3
                                         Pg 47 of 126



                                                                    EXECUTION COPY

 IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
 year first above written.

                                      RESIDENTIAL CAPITAL, LLC, od behalf of
                                      itself and its subsidiaries

                                      By:

                                      Name:

                                      Its:

                                      ALLY FINANCIAL, INC., on behalf of Ally

                                      By:

                                     Name:

                                     Its:


Dated: A —<g            .2012
                                     CONSENTING CLAIMANT




                                     Name: Qoucf <S- gtalg
                                     Its: Pj^jjJJr^— sj f^t^^JL.
                                     Telephone:       ZSJ_,.-593 .^j^J

                                     Facsimile:

                                     Description of Rep and Warranty Claims held by
                                     Consenting Claimant:



                                     Description and aggregate amouni of any additional
                                     claims against the Debtors other than Rep and
                                     Warranty Claims:


                                     Description:
12-12020-mg    Doc 319-3    Filed 06/11/12 Entered.06/11/12 22:24:05         .Exhibit.3
                                    Pg 48 of 126

                                                                       EXECUTION COPY




        IN WITNESS WHEREOF, the Parties have entered into this Agreemenl on the day and
year first above written.

                                        RESIDENTIAL CAPITAL, LLC, on behalf of
                                        itself and its subsidiaries


                                        By:
                                        Name:
                                        Its:


                                        ALLY FINANCIAL, INC., on behalf of Ally

                                        By:
                                        Name:
                                        Us:




Dated: WlLy (,'•/ ,2012
                                        CONSENTING CLAIMANT
                                                     f&tntCS A.Ad M*tC*)Arts pHit
                                        Actual
                                        Name
                                        By:
                                        Name:          Hark.g rHTC^
                                        lis:            CF.C.
                                        Telephone:      ina_^J3S3S'
                                        Facsimile:      H i a n jsvz.

                                        Description of Rep and Warranty Claims held by
                                        Consenting Claimant:



                                        Description and aggregate amount of any additional
                                        claims against the Debtors other than Rep and
                                        Warranty Claims:


                                        Description:




ny-1040929
12-12020-mg      Doc 319-3    Filed.06/11/12 Entered 06/11/12 22:24:05        Exhibit 3'
                                      Pg 49 of 126
                                                                    EXECUTION COPY

  IN WITNESS WHEREOF,.thc Parties have entered into this Agreemenl on the day and
  year first above written.

                                     RESIDENTIAL CAPITAL, LLC, on behalf of
                                     itself and its subsidiaries

                                     By:

                                     Name:


                                     Its:


                                     ALLY FINANCIAL, INC., on behalf of Ally

                                     By:'

                                    Name:

                                    Its:

  Dated: May 16,2012

                                    FARALLON CAPITAL MANAGEMENT,
                                        L.L.C., id its capacity as an adviser to
                                        and/or manager of certain funds and
                                        managed accounts


                                                                            75
                                    Title:       rX-fitu/iKzrA-*.    H^^t^n?_
                                    Telephone:      (415)421-2132

                                    Facsimile:      (415)421-2133

                                    Description of Rep and Warranty Claims held by
                                    Consenting Claimant:



                                    Description and aggregate amount of any additional
                                    claims against the Debtors other than Rep and
                                    Warranty Claims:


                                    Description:
12-12020-mg      Doc319-3        Filed 06/11/12 Entered 06/11/12 22:24:05        Exhibit 3
                                         Pg 50 of 126


                                                                              EXECUTION COPY




          IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
 year first above written.

                                            RESIDENTIAL CAPITAL, LLC, on behalf of
                                             itself and its subsidiaries


                                            By:
                                            Name:
                                            Its:


                                            ALLY FINANCIAL, INC., on behalf of Ally

                                            By:
                                            Name:
                                            Its:




      *ls
 Dated:rX^Jt-           , 2012

                                            CONSENTING CL


                                            By:
                                            Name:           Mark de Saram
                                            Its:            Managing Director & CEO
                                            Telephone:      441-265-0006
                                            Facsimile:      441-295-4828
                                            Description1 of Rep and Warranty Claims held by
                                            Consenting Claimant:

                                            $ 15.057.500 original face of CUSIP 761118-PU-6




                                            Description and aggregate amount of any additional
                                            claims against the Debtors other than Rep and
                                            Warranty Claims:


                                          Description:




ny-1040929
12-12020-mg   Doc 319-3      Filed 06/11/12 Entered 06/11/12 22:24:05        Exhibit 3
                                     Pg51 of 126


                                                                          EXECUTION COPY




         IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
 year first above written.

                                        RESIDENTIAL CAPITAL, LLC, on behalf of
                                        itself and its subsidiaries

                                        By:
                                        Name:
                                        Its:


                                        ALLY FINANCIAL, INC., on behalf of Ally

                                        By:
                                        Name:
                                        Its:




 Dated
         ^         _, 2012

                                        CONSENTING CL

                                        By:
                                        Name:           Mark deSarom
                                        Its:           Deputy Chairman
                                        Telephone:     441-265-0006
                                        Facsimile:     441-295-4828
                                        Description of Rep and Warranty Claims held by
                                        Consenting Claimant:

                                        $3.000.000 original face of CUSIP 761118-PU-6




                                        Description and aggregate amount of any additional
                                        claims against the Debtors other than Rep and
                                        Warranty Claims:


                                      Description:




ny-1040929
12-12020-mg        Doc 319-3    Filed 06/11/12 Entered 06/11/12 22:24:05          Exhibit 3
                                        Pg 52 of 126

                                                                          EXECUTION COPY




         IN WITNESS WHEREOF, the Parlies have entered into this Agreement on the day and
 year first abovt written.

                                          RESIDENTIAL CAPITAL, LLC, on behalf of
                                          itself and its subsidiaries


                                         By:
                                         Name;
                                          Its:


                                         ALLY FINANCIAL, INC., on bcliulfoIAlly

                                         By:
                                         Name:
                                         lis:




Dated:                  ,2012

                                         CONSF.NTING CLAIMANT


                                         Actual                                      -
                                         Name           tu-ljJfTVtJ flWrttfC/lEA/r fafoU/8, CMC.
                                         By:             ^Wj?x^W^
                                         Name:          -pfiNt&L, AV^a^oU?
                                         Us:            (Z£K££-M-. COUNS&L-
                                         Telephone: 3g3 61% foLPO
                                         Facsimile: 3o2 69& o3&$

                                         Descriplion of Rep and Wananly Claims held by
                                         Consenlin" Claimant:




                                         Description and aggregate amount of any additional
                                         claims againsl the Debtors other than Rep and
                                         Warranty Claims:


                                         Description:



                                           >r" o-K, „* Ukdl* of certify W* \d&tiM
-V-10J0P39
day. 15. 2012 2:41PM                                                      No. 5725   P. 3
     12-12020-mg Doc 319-3        Filed 06/11/12 Entered.06/11 /12 22:24:05    Exhibit.3
                                          Pg 53 of 126

                                                                             EXECUTION COPY




             IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
     year first above written.

                                             RESIDENTIAL CAPITAL, LLC, on behalf of
                                             itself and its subsidiaries


                                             By:
                                             Name:
                                             Its:.


                                             ALLY FINANCIAL, INC, on behalf of Ally

                                             By:
                                             Name:
                                             Its:




     Dated: May15th      . 2012
                                             CONSENTING CLAIMANT

                                             By:            Doubl
                                             Name:
                                             Its:
                                             Telephone:     213-633-8200
                                             Facsimile:     213-633-8397

                                             Description of Rep and Warranty Claims held by
                                             Consenting Claimant:



                                             Description and aggregate amount of any additional
                                             claims against the Debtors other than Rep and
                                             Warranty Claims:


                                             Description:




     ny-1040929
12-12020-mg       Doc 319-3   Filed 06/11/12' Entered 06/11/12 22:24:05       Exhibit 3
                                      Pg 54 of 126



                                                                EXECUTION COPY

EN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
year first above written.

                                  RESIDENTIAL CAPITAL, LLC, on behalf of
                                  itself and its subsidiaries

                                  By:

                                  Name:


                                  Its:


                                  ALLY FINANCIAL, INC., oa behalf of Ally

                                  By:

                                  Name:

                                  Its:

Dated: "Ja/\g, 2 .2012
                                  CONSENTING CLAIMANT

                                  By:              &('TUx&>tL40rJ
                                  Name: DUS frb£tona£s£anj<.
                                  Its:    L^ush'ietx, 6a^ l~Ejj£n£or\
                                  Telephone:      &D5 S74-2J<=?1
                                  Facsimile:       6>05 g"74 • Z7^0
                                  Description of Rep and Warranty Claims held by
                                  Consenting Claimant:



                                  Description and aggregate amount of any additional
                                  claims against the Debtors other than Rep and
                                  Warranty Claims:


                                  Description:
12-12020-mg        Doc 319-3     Filed 06/11/12 Entered 06/11/12 22:24:05           Exhibit 3
                                         Pg 55 of 126



                                                                           EXECUTION COPY




          IN WITNESS WHEREOF, the Parties have entered into this Agreement on'the day and
 year first above written.

                                           RESIDENTIAL CAPITAL, LLC, on behalf or
                                           itself and its subsidiaries


                                          By: _ _
                                          Name:
                                           Its:


                                          ALLY FINANCIAL, _NC, on behalf of Ally

                                          By:
                                          Name:
                                          lis:




 Dated:                  ,2012

                                          CONSENTING CLAIMANT


                                          Actual
                                          Name           gfflS pfr&c^T ABS MASr£/L f=u*jZ Um irr£

                                          Name:            "*---
                                          lts:              Tara Glaser
                                          Telephone;        Authnrisprl Signatory
                                          Facsimile:


                                          Description of Rep and Warranty Claims held.by
                                          Consenting Claimant:




                                          Description and aggregate amount of any additional
                                          claims against the Debtors other than Rep and
                                          Warranty Claims:


                                          Description:




ny-l(M0929
12-12020-mg     Doc 319-3     Filed 06/11/12 Entered 06/11/12 22:24:05            Exhibit 3-
                                      Pg 56 of 126



                                                                          EXECUTION COPY




         IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
 year first above written.

                                         RESIDENTIAL CAPITAL, LLC, on behalf of
                                         itself and its subsidiaries


                                         By:
                                         Name:
                                         Its:


                                         ALLY FINANCIAL, INC., on behalf of Ally

                                         By:
                                         Name:
                                         Its:




 Dated:              ,2012

                                         CONSENTING CLAIMANT

                                         Actual
                                         Name          CaiS             TL/L Fu>Ot_ £.iH.r*^
                                         By;
                                         Name:
                                         Its:            Taragfjg^e
                                         Telephone:      Aufhririsprl Signatory
                                         Facsimile:


                                         Description of Rep and Warranty Claims held by
                                        Consenting Claimant:



                                        Description and aggregate amount of any additional
                                        claims against the Debtors other than Rep and
                                        Warranty Claims:


                                        Description:




ny-1040929
12-12020-mg     Doc.319-3     Filed 06/11/12 Entered 06/11/12 22:24:05           Exhibit 3
                                      Pg 57 of 126



                                                                        EXECUTION COPY




         IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
 year first above written.

                                         RESIDENTIAL CAPITAL, LLC, on behalf of
                                         itself and its subsidiaries


                                         By:
                                         Name:
                                         Its:


                                         ALLY FINANCIAL, INC., on behairof Ally

                                         By:
                                         Name:
                                         Its:




 Dated:              ,2012

                                         CONSENTING CLAIMANT

                                         Actual                                                v
                                         Name        tTffli fiGf-^!-*3** r^Ar^'1- fi^oO c..h> re!
                                         By:
                                         Name:
                                         lis:

                                        TclePhonc:
                                        Facsimile:
                                                        Authoririod Signatory
                                         Description of Rep and Warranty Claims held by
                                        Consenting Claimant:



                                        Description and aggregate amount of any additional
                                        claims against the Debtors other than Rep and
                                        Warranty Claims:


                                        Description:




ny-1040929
12-12020-mg      Doc 319-3    Filed.06/11/12 Entered 06/11/12 22:24:05        Exhibit 3
                                      Pg 58 of 126



                                                                   EXECUTION COPY


  IN WITNESS WHEREOF, the Parties have entered into Ihis Agreement on the day and
  year first above written.

                                     RESIDENTIAL CAPITAL, LLC, on behalf of
                                     itself and its subsidiaries

                                     By:

                                     Name:


                                     Its;

                                     ALLY FINANCIAL, INC., on behalf of Ally

                                     By:

                                     Name:

                                     Its:

  Dated:          ,-20_12

                                    CONSENTING CLAIMANT


                                    By: ,4^4 /4^f^^^-
                                    Name: Ashley R. Schexnajldre

                                    Its:     PorifQliaManagcT

                                    Telephone:     (225)343-9342

                                    Facsimile:     (225)343-1645

                                    Description of Rep and Warranty Claims held by
                                    Consenting Claimant:



                                    Description and aggregate amount of any additional
                                    claims against theDebtors other than Rep and
                                    Warranty Claims:


                                    Description:
12-12020-mg    Doc 319-3     Filed 06/11/12 Entered:06/11/12 22:24:05                Exhibit 3
                                     Pg 59 of 126

                                                                             EXECUTION COPY




         IN WITNESS WHEREOF, lhc:Parties have entered into this Agreement on the day and
 year first above written.

                                         RESIDENTIAL CA ITAL, LLC, on behairof
                                         itself and its subsidiaries


                                         By:
                                         Name:
                                         Its:


                                         ALLY FINANCIAL, LNC, on behalf of Ally

                                         By:
                                         Name:
                                         Its;




 Dated: fl-y W       ,2012
                                         CONSENTING CLAIMANT


                                         Actual
                                         Name               Citizens Bank & Trust: Co.
                                         By:                 Vwo JJ, (J>£ii,           4^3-
                                         Name:          t    ames G.   Williamson.   Jr
                                         Its:               Chairmen
                                         Telephone:         479-474-12pr
                                         Facsimile:         4/U-41U-1340


                                         Description of Rep and Warranty Claims held by
                                         Consenting Claimant:



                                         Description and aggregate amount of any additional
                                         claims against the Debtors other than Rep and
                                         Warranty Claims:


                                         Description:




 ny-1040929
12-12020-mg   'Doc 319-3   Filed 06/11/12 Entered 06/11/12 22:24:05         Exhibit 3
                                   Pg 60 of 126



                                                                EXECUTION COPY

 IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
 year first above written.

                                  RESIDENTIAL CAPITAL, LLC, on behalf of
                                  itself and its subsidiaries

                                  By:

                                  Name:


                                  Its:

                                  ALLY FINANCIAL, INC., on behalf of Ally

                                  By:

                                  Name:

                                  Its:

 Dated: May 17,2012

                                  CONSENTING CLAIMANT


                                  By: Cedar Hill Mortgage Opportunity Master Fund,
                                  L.P.

                                  By: Cedar Hill Mortgage Fund GP, LLC, its
                                  General Partner

                                  By: <^^ sg ^——^
                                  Name: Charles Cascarilla
                                  Its:    Managing Member
                                  telephone:     'QioL- oLQ 1— SfPD
                                  Facsimile:


                                  Description of Rep and Warranty Claims held by
                                  Consenting Claimant:



                                  Description and aggregate amount of any additional
                                  claims against the Debtors other than Rep and
                                  Warranty Claims:


                                  Description:
1G flQODO ihu    DjuO<0 0      rilud OOi'Mi'ID    EtiluiuU OOlM <i'1Q PP.O 1.00    DUiiUHO
                                       Pg61 of 126



                                                                           EXECUTION COPY




         IN WITNESS WHER£OF, the.Parties have enteredinto this Agreement on the day and
 year first above written.

                                          RESIDENTIAL CAPITAL, LLC. on behalf of
                                          itself and its subsidiaries


                                          By:              -
                                          Name:
                                          Its:


                                          ALLY FINANCIAL, INC., on behalf of Ally

                                          By:
                                          Name:
                                          Its:




  r* _.j u
  Dated: May -.c
             25       ->r\\i
                     ,2012                Caterpillar Product Services
                                          Corporation
                                          CONSE


                                          By:
                                          Name:          Steven B.      Resnick
                                          Its:           Vice President and Treasurer
                                          Telephone: (615» 341-3130
                                          Facsimile: t6i5) 341-8SPS
                                          Description of Rep and Warranty Claims held by
                                          Consenting Claimant:



                                          Description and aggregate amount of any additional
                                          claims against the Debtors other than Rep and
                                          Warranty Claims:


                                          Description:




  ny-104(192!)
                                         tfcafe        ibnniw t i w M . w f l i . . m m u m m m *   BS_SE_
                                    Pg 62 of 126



                                                                         EXECUTION COPY




        IN WITNESS WHEREOF,.the Panics have entered imo rhis Agreement on the day and
year first above written.
                                       RESIDENTIAL CAPITAL, LLC, on behalf of
                                       itself and its subsidiaries

                                       By:
                                       Name:
                                       lis:


                                       ALLY FINANCIAL, INC;, on behalf of Ally

                                       By:
                                       Name:
                                       Its:




                                        Caterpillar Life Insurance Company
Dated: MaY 25        2012

                                         >NSENTJNG CLAIMANT
                                       CONSE

                                       By:
                                       Name:          Steven B.      Resnick
                                       Its:           Vice President and Treasurer
                                       Telephone:     (6151 341-8130
                                       Facsimile:     {615) 341-B598

                                       Description of Rep and Warranty Claims held by
                                       Consenting Claimant:



                                       Description and aggregate amount of any additional
                                       claims against the Debtors other than Rep and
                                       Warranty Claims:


                                       Description:




ny-1040929
10 100Q0 wlj   Duu0<0 0       TiluU OOi'HiHO CnluiuU OOi'HiMP BCD 1.00            DtliiUHO
                                      Pg 63 of 126


                                                                         EXECUTION COPY




         IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
 year first above written.

                                         RESIDENTIAL CAPITAL, LLC, od behalf of
                                         itself and its subsidiaries


                                         By:
                                         Name:
                                         Its:


                                         ALLY FINANCIAL, INC., on behalf of Ally

                                         By:
                                         Name:
                                         Its:




  Dated:   Way 25      2012
                                         Caterpillar Insurance Co.              Ltd.
                                         CONSENTpG-CLATMANT

                                         Name:          Steven B. Resnick
                                         Its:           Vice President & Treasurer
                                         Telephone:     (615) 341-6T3D
                                         Facsimile:     (615) 341-859B

                                         Description of Rep and Warranty Claims held by
                                         Consenting Claimant:



                                         Description and aggregate amount of any additional
                                         claims against the Debtors other than Rep and
                                         Warranty Claims:


                                         Description:




  ny-1040929
12-12020-mg    Doc319-3      Filed 06/11/12 Entered 06/11/12 22:24:05             Exhibit 3
                                     Pg 64 of 126
                                                                         EXECUTION COPY




        IN WITNESS WHEREOF, the Parties have entered intothis Agreement on Ihe day and
year first above written.

                                       RESIDENTIAL CAPITAL, LLC, on behalf of
                                       itself and its subsidiaries


                                       By:
                                       Name:
                                       Its:


                                       ALLY FINANCIAL, INC., on behalf of Ally

                                       By:
                                       Name:
                                       Its:   .




Dated: rf^y 7/ .2012
                                       CONSENTING CLAIMANT

                                       Actual
                                       Name
                                       By:
                                       Name:          •SY*. "**      A
                                                                     cs«.~lai*^
                                       Its:            CF^O
                                       Telephone:      AQS--9VS~- 374?
                                       Facsimile:      60S--23*/-7393

                                       Description of Rep and Warranty Claims held by
                                       Consenting Claimant:




                                       Description and aggregate amount of any additional
                                       claims against the Debtors other than Rep and
                                       Warranty Claims:


                                       Description:




ny-1040929
  12-12020-mg       Doc 319-3   Filed 06/11/12 Entered 06/11/12 22:24:05        Exhibit 3
                                        Pg 65 of 126
                                                                           EXECUTION COFV




          IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
 year first above written.

                                           RESIDENTIAL CAPITAL, LLC, on behalf of
                                           itself and its subsidiaries



                                          Name:
                                           Its:


                                          ALLY FINANCIAL. INC., on behalf of AUy

                                          By:
                                          Name:
                                          Its:




 Dated: J?Uy/j£_, 20I2
                                          CONSENTING CLAIMANT

                                          Actual
                                          Name
                                         By:
                                          Name:
                                          Its:
                                         Telephone:
                                         Facsimile:       6e£ -J.$7- V/tl

                                         Description of Rep and Warranty Claims held by
                                         Consentina Claimant:




                                         Description and aggregate amount of" any additional
                                         claims against the Debtors other than Rep and
                                         Warranty Claims:


                                         Description:




nv-icuoy:<>
12-12020-mg       Doc 319-3   Filed 06/1.1/12 Entered.06/11/12 22:24:05          Exhibit 3
                                       Pg 66 of 126
                                                                        EXECUTION COPY




        IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
year first above written.

                                        RESIDENTIAL CAPITAL, LLC, on behalf of
                                        itself and its subsidiaries


                                        By:
                                        Name:
                                        Its:


                                        ALLY FINANCIAL, INC., on behalf of Ally

                                        By:
                                        Name:
                                        Its:




Dated: _f- /^,2Q12
                                        CONSENTING CLAIMANT

                                        Actual
                                        Name
                                        By:
                                        Name:
                                        Its:           f&g.
                                        Telephone:      &£)-•£. ~js 1 -x^C/
                                        Facsimile:      ft? ;_- Tsi 7^154

                                        Description of Rep and Warranty Claims held by
                                        Consenting Claimant:



                                        Description and aggregate amount of any additional
                                        claims against the Debtors oiher than Rep and
                                        Warranty Claims:


                                        Description:




ny-1040929
  12-12020-mg   Doc 319-3      Filed 06/11/12 Entered 06/11/12 22:24:05        Exhibits
                                       Pg 67 of 126



                                        Exhibit A- Trusts


 Deal Name      Original Issue Balance (in         Deal Name   Original Issue Balance (in
                Thousands)                                     Thousands)
 2004-AR1                       635.0              2004-QS12                   424.3
 2004-AR2                       510.1              2004-QS13                   129.2
 2004-GH1                       224.1              2004-QS14                   212.9
 2004-HE1                      1.292.3             2004-QS15                   213.7
 2004-HE2                       711.5              2004-QS16                   .534.7
 2004-HE3                       977.3.             2004-QS2                    292.3
 2004-HE4                      1.018.0             2004-QS3                    207.8
 2004-HE5                       700.0              2004-QS4                    320.6
 2004-HI1                       235.0              2004-QS5                    293.7
 2004-HI2                       275.0              2004-QS6                    156:5
 2004-HI3                       220.0              2004-QS7                    449.2
 2004-HLTV1                     175.0              2004-QS8                    271.0
 2004-HS1                       477.1              2004-QS9                    105.1
 2004-HS2                       604.1              2004-RP1                    199.5
 2004-HS3                       284.0              2004-RS1                   1,400.0
 2004-J1                        401.0              2004-RS10                  1,250.0
 2004-J2                        400.6              2004-RS11                   925.0
 2004-J3                        350.0              2004-RS12                   975.0
 2004-J4                        600.1              2004-RS2                    875.0
 2004-J5                        551.9              2004-RS3                    600.0
 2004-J6                        408.0              20O4-RS4                   1,100.0
 2004-KR1                      2.000:0            2004-RS5                    1,050.0
 200*-KR2                      1,250.0            2004-RS6                    1.000.0
 2004-KS1                       950.0             2004-RS7                    1.183.7
 2004-KS10                      986.0             2004-RS8                     900.0
 2004-KS11                      692.7             2004-RS9                     950.0
 2004-KS12                      541.8             2004-RZ1                     485.0
 20O4-KS2                       990.0             2004-RZ2                     475.0
 2004-KS3                       675.0             2004-RZ3                     360.0
 2004-KS4                      1,000.0            2004-RZ4                     276.6
 2004-KS5                      1.175.0            2004-S1                      307.7
 2004-KS6                      1,000.0            2004-S2                      362.0
 2004-KS7                       850.0             2004-S3                      228.3
 2004-KS8                       600.0             2004-S4                      460.3
 20CM-KS9                       600.0             2004-S5                      423.5
 2004-PS1                       100.1             2004-S6                      527.2
 2004-QA1                       201:3             2004-S7                      105.3
 2004-QA2                       365.1             2004-S8                      31.1.0
 2004-QA3                       320.1             2004-S9                      645.9
 2004-QA4                       290.2             2004-SA1                     250.1
 2004-QA5                      .325.1             2004-SL1                     632.9
 2004-QA6                       72073             2004-SL2                    499.0
 2004-QS1                       319.9             2004-SL3                     222.5
 2004-QS10                      216.6             2004-SL4                     206.5
 2004-QS11                     '217.5             2004-SP1                     233.7




ny-1040930
 12-12020-mg    Doc 319-3     Filed 06/11 /12   Entered 06/11 /12 22:24:05    Exhibit 3
                                        Pg 68 of 126



 Deal Name     Original Issue Balance (in       Deal Name     Original Issue Balance (in
               Thousands)                                     Thousands)
 2004-SP2                      145.1            2005-KS8                     1,165.8
 2004-SP3                      306.9            2005-KS9                      487.0
 2004-VFT                      B20.7            2005-NC1                      870,8
 2005-AA1                      265.6            2005-QA1                      296.7
 2005-AF1                      235.5            2005-QA10                     621.8
 2005-AF2                      296.9            2005-QA11                     525.1
 2005-AHL1                     463.7            2005-QA12                     285.2
 2005-AHL2                     434.2            2005-QA13                     560.2
 2005-AHL3                     4B8.8            2005-QA2                      501.0
 2005-AR1                      399.8            2005-QA3                      500,0
 2005-AR2.                     458.4            2005-OA4                      525.2
 2005-AR3                      523.7            2005-QA5                      241.8
 2005-AR4                      386.1            2CI05-QA6                     575.5
 2005-AR5                      597.2            2005-QA7                      575.0
 2005-AR6                      592.0            2005-QA8                      519.5
 200VEFC1                     1,101:5           2005-QA9                      650.5
 2005-EFC2                     679.3            2005-QO1                      711.1
 2005-EFC3                     731.9            2005-QO2                      425.1
 2005-EFC4                     707.8            2005-QO3                      500.6
 2005^EFC5                     693.3            200S-OO4                      797.0
 2005-EFC6                     672.7            2005-QO5                     1,275.1
 2005-EFC7                     698.2            2005-QS1                      214.6
 2005-EMX1                     792.8            2005-QS10                     265.7
 20O5-EMX2                     620.4            2005-QS11                     213.6
 2005-EMX3                     674.5            2005-QS12                     528.9
 2005-EMX4                     492.6            2005-QS13                     639.2
 2005-EMX5                     380.0            2005-QS14                     615.8
 2005^HE1                      991.1            2005-QS15-                    431.5
 2005-HE2                     1,113.5           2005-OS16                     428.0
 2005-HE3                      986.0            2005-QS17                     540.1
 2005-HI1                      240.0            2005-QS2                      213.0
 2005-HI2                      240.0            2005-QS3                      475.6
 2005-HI3                     .224.9            2005-QS4                      211.7
 2005-HS1                      853.8            2005-QS5                      214.0
 2005-HS2                      577.5            2005-QS6                      265.1
 2005-HSA1                     278.8            2005-QS7                      370.0
 2005-J1                       525:5            2b05-QS8                      104.1
 2005-KST                      708.8            2005-QS9                      371.0
 2005-KS10                    1,299.2           2005-RP1                      343.1
 2005-KSli                    1,339.3           2005-RP2                      301.1
 2005-KS12                    1.117.2           2005-RP3                      282.5
 2005-KS2                      543.4            2005-RS1                      975.0
 2005-KS3                      413.5            2d05-RS2                      725.0
 2005-KS4                      411.1            2005-RS3                      741.3
 2005-KS5                      401.8            2005-RS4                      522.4
 2~00~5-KS6                    596.2            2005-RS5                      497.5
2005-KS7                       387.6            2005-RS6                     1,183.2



ny-1040930
  12-12020-mg   Doc 319-3      Filed 06/11/12 Entered 06/11/12 22:24:05     Exhibit.3
                                       Pg 69 of 126


 Deal Name      Original Issue Balance (in    Deal Name     Original Issue Balance (in
                Thousands)                                  Thousands)
 2005-RS7                       493.0         2006-HI4                      272.7
 2005-RS8                       660.0         2006-HI5                      247.5
 2005-RS9                      1,179.0        2006-HLTV1                    229.9
 2005-RZ1                       203.8         2006-HSA1                     461.4
 2005-RZ2                       333.7         2006-HSA2                     447.9
 2005-RZ3                       340.0         2006-HSA3                     20t0
 2005-RZ4                       411.2         2006-HSA4                     402.1
 2005-S1                        463.1         2006-HSA5                     295.6
 2005-S2                        260.9         2006-J1                       550.0
 2005-S3                        183.1         2006-KS1                      840.1
 2005-S4'                       259.4         2006-KS2                      977.5
 2005-S5                        258.2         2006-KS3                     1,125.9
 2005-S6                        412.9         2006-KS4                      6B7.8
 2005-S7                        311.7         2006-KS5                      687.1
 2005-S8                        312.3         2006-KS6                     .529.1
 2005-S9                        366.6         2006-KS7                      532.7
 2005-SA1                       295.2         2006-KS8                      535.9
 2005-SA2                       500.8         2006-KS9                     1,197.1
 2005-SA3                       675.2         2006-NC1                     .536.8
 2005-SA4                       850.5         2006-NC2                      745.2
 2005-SA5                       355.3         2006-NC3                      504'. 9
 2005-SL1                       370.5         2006-QA1                      603.9
 2005-SL2                       168.9         2006-QA10                     375.5
 2005-SP1                       831.0         2006-QA11                     372.4
 2005-SP2                       490.2         2006-QA2                      394.0
 2005-SP3                       285.7         2006-OA3                      398.5
 2006-AR1                       508.7         2006-QA4                      304.4
 2006-AR2                       373.0         2006-QA5                      695.6
 2006-EFC1                      593.2         2006-QA6                      625.8
 2006^EFC2                      387.6         2006-QA7                      588.2
 2006-EMX1                      424.6         2006-QA8                      795.1
 2006-EMX2                      550.1         2006-QA9                      369.2
 2006-EMX3                      773.6         2006-QH1                      337.9
 2006-EMX4                      661.7        2006-QO1                       901.2
 2006-EMX5                      580.2        2006-QO10                      895.7
 2006-EMX6                      620.5        2006-002                       665.5
 2006-EMX7                      495.3        2006-QO3                       644.8
 2006-EMX8                      698.6        2006-QO4                       843.2
 2006-EMX9                      728.8        2006-QO5                      1,071.6
 2006-HE1                      1,274.2       2006-QO6                      1,290.3
 2006-HE2                       626:2        2006-QO7                      1,542.4
 2006-HE3                      1,142.3       2006-QO8                      1,288.1
 2006-HE4                      1,159.1       2006-QO9                       895.6
 2006-HE5                      1,244.5       2006-QS1                       323.8
 2006-HI1                       21412        2006-QS10                      533.6
 2006-HI2                       237.4'       2006-QS11                      751.5
 2006-HI3                       22312        2006-QS12                      541.3




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 12-12020-mg    Doc 319-3     Filed 06/1.1/12 Entered: 06/11/12 22:24:05   Exhibit 3
                                       Pg71 of 126


 Deal Name     Original Issue Balance (in
               Thousands)
 2007-RP4                      239.2
 2007-RS1                      478.3
 2007-RS2                      376.8
 2007-RZ1                      329.3
 2007-S1                       522.5
 2007-S2                       472.2
 2007-S3                       575.3
 2007-S4                       314.5
 2007-S5                       524.8
 2007-S6                       707.7
 2007-S7                       419.1
 2007-S8                       488.8
 2007-S9                       172.4
 2007-SA1                      310.8
 2007-SA2                      385.1
 2007-SA3                      363.8
 2007-SA4                      414.9
 2007-SP1                      346.6
 2007-SP2                      279.3
 2007-SP3                      298.1
 Grand Total                220,987.7




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                                        EXHIBIT B


                         RESIDENTIAL CAPITAL LLC AND
              CERTAIN OF ITS DIRECT AND INDIRECT SUBSIDIARIES

                            TERM SHEET FOR PROPOSED
                JOINT CHAPTER 11 PLAN OF REORGANIZATION


 This term sheet (the "Term Sheet") describes the principal terms of a proposed joint plan
 (the "Plan") of reorganization (the "Reorganization") of Residential Capital LLC
 f'LResCap" or the "Company") and each subsidiary ofthe Company that files as a debtor
 in possession in a case in the United States Bankruptcy Court for the Southern District of
 New York (collectively, the "Debtors").

 THIS    TERM     SHEET      IS   NOT      AN   OFFER    WITH      RESPECT     TO     ANY
 SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER II
 PLAN.  SUCH OFFER OR SOLICITATION ONLY WILL BE MADE IN
 COMPLIANCE         WITH     ALL    APPLICABLE         SECURITIES       LAWS       AND/OR
 PROVISIONS OF THE BANKRUPTCY CODE.


 PARTIES:


 Debtors                      The following entities are Debtors under the Plan:

                              Ditech, LLC; DOA Holding Properties, LLC; DOA
                              Holdings NoleCo, LLC; DOA Properties DC LLC: EPRE
                              LLC; Equity Investment I, LLC; ETS of Virginia, Inc.; ETS
                              of Washington, Inc.; Executive Trustee Services, LLC;
                              Foreign Obligation Exchange, Inc. 2003-H12; Foreign
                              Obligation Exchange, Inc. 2003-H14; GMAC Model Home
                              Finance I, LLC; GMAC Mortgage USA Corporation;
                              GMAC Mortgage, LLC; GMAC Residential Holding
                              Company, LLC; GMACR Mortgage Products, LLC;
                              GMAC-RFC Holding Company, LLC; GMACRH
                              Settlement Services, LLC; HFN REO SUB II, LLC; Home
                             Connects Lending Services, LLC; Homecoming Finanial
                             LLC: Homecomings Financial Real Estate Holdings, LLC
                             Laduc Associates, Inc.; Passive Asset Transactions, LLC
                             PATI A, LLC; PATI B, LLC; PATI Real Estate Holdings
                             LLC; Phoenix Residential Securities, LLC; RAHI A. LLC
                             RAHI B, LLC; RAHI Real Estate Holdings, LLC
                             RCSFJV2004. LLC; Residential Accredit Loans, Inc.
                             Residential Asset Mortgage Products, Inc.; Residential
                             Asset Securities Corporation; Residential Capital, LLC;
                             Residential    Consumer    Services   of   Alabama,     LLC;
                             Residential Consumer Services of Ohio. LLC; Residential



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                           Consumer Services of Texas, LLC; Residential Consumer
                           Services, LLC; Residential Funding Company, LLC:.
                           Residential Funding Mortgage Exchange, LLC; Residential:
                           Funding Mortgage Securities 1. lnc;; Residential Funding
                           Mortgage Securities II, lnc:; Residential Funding Real
                           Estate Holdings. LLC; Residential Mortgage Real Estate
                           Holdings, LLC; RFC Asset Holdings 11, LLC; RFC Asset
                           Management, LLC; RFC Construction Funding. LLC; RFC
                           SFJV-2002, LLC; and RFC-GSAP Servicer Advance, LLC.

                           The Plan proposes partial consolidation for Plan purposes
                           only with the following Debtor entities:       (a) ResCap,
                           GMAC Residential Holding Company. LLC ("GMACM
                           Holding"), and GMAC-RFC Holding Company, LLC
                           ("RFC Holding" and. together with ResCap and GMACM
                           Holding, the "RcsCan Debtors"); fb) each of the Debtor
                           subsidiaries   of GMACM            Holding     (collectively,   the
                           "GMACM         Debtors");    and    (c) each    of   the    Debtor
                           subsidiaries of RFC         Holding (collectively, the "RFC
                           Debtors").


 DIP Lenders               Barclays Bank PLC and any other lenders that are parties to
                           the DIP Financing Facility

 Purchaser                 Nationstar Morteaee LLC (the "Stalking Horse Bidder") or.
                           if the Stalking Horse Bidder is not the Winning Bidder at
                           the Auction, the Winning Bidder.




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 Prepetition Secured               (a) Allv Financial Inc. ("AFI" and, together with its direct
 Lenders1                          and indirect subsidiaries (other than ResCap and its
                                   subsidiaries, collectively, "Ally") under (i) thai certain
                                   senior secured credit facility agreement (the "AFI
                                   Revolver"), as amended and restated on December 30. 2009.
                                   and (ii) that certain secured'loan agreement, as amended and
                                   restated on December 30.2009 (the "AFI LOC");


                                   (b) Citibank N.A. ("Citibank")   under that certain $158
                                   million revolving facility (the "Citibank MSR Facility'");
                                   and


                                   (c) Federal National Mortgage Association ("Fannie Mae"").
                                   under that certain Term Sheet dated August 10, 2010,. as
                                   amended and restated as of January 18, 2011 and as further
                                   amended on Julv 29. 2011 (the "FNMA EAF Facility").


 Junior Secured                    Holders of 9.625% junior secured notes due 2015 issued by
 Noteholders                       ResCaD (the "Junior Secured Notes").


 Senior Unsecured                  Holders of senior unsecured notes (the "Senior Unsecured
 Noteholders                       Notes'") consisting of U.S. dollar denominated notes
                                   maturing   between    June    2012    and   June    2015,   euro
                                   denominated notes maturing in May 2012, and U.K. sterling
                                   denominated notes maturing between May 2013 and July
                                   2014, each issued by ResCap, under the Indenture dated as
                                   of June 24, 2005, and certain supplements thereto.

 Treatment of                      The Bankruptcy Court shall enter an order, approving the
 Subservicmg Agreement             continued performance under the Sub-servicing Agreement
                                   attached hereto as Exhibit 1 on an interim basis within five
                                   (5) business days ofthe Petition Date,.and on a final basis
                                   within fifty (50) days ofthe Petition Date, unless Ally in its
                                   sole discretion extends such dates.


 Treatment of Shared               The Bankruptcy Court shall enter an order approving the
 Services Agreement                performance under the Shared Services Agreement attached
                                   to the Ally Settlement Agreement as Exhibit 7 on an interim
                                   basis within five (5) business days ofthe Petition Date, and
                                   on a final basis within fifty (50) days of the Petition Date,
                                   unless Ally in its sole discretion extends such dates.

 Treatment of GNMA                | The Bankruptcy Court shall enter an 6rdcr,.approving the"

    This Term Sheet is conditioned upon the GSAP Facility and BMMZ Repo Facility being refinanced by
    the'DIP Financing Facility.


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 Forward Flow                continued performance under the GNMA Forward' Flow
 Agreement                   Agreement attached hereto as Exhibit 2 on an interim basis
                             within five (5) business days ofthe Petition Date, and on a
                             final basis within fifty (50) days ofthe Petition Date, unless
                             Ally in its sole discretion extends such dates.

 Automatic Stay              The Debtors shall file a motion to extend the automatic stay
 Extension Motion            under section 362 of the Bankruptcy Code to Ally during
                             the Debtors' chapter 11 cases.

 Subordination Rights        Except as expressly provided otherwise (including
                             modification pursuant to the Plan Support Agreements), the
                             Plan shall give effect to any subordination rights as required
                             by section 510(a) ofthe Bankruptcy Code.


 PLAN OF REORGANIZATION:


 Initiation of               No laterthan Mav 14. 2012 ("the "Petition Date"), each of
 Chapter 11 Cases            the Debtors shall file with the Bankruptcy Court a voluntary
                             petition under Chapter 11 of the Bankruptcy Code. Within
                             thirty (30) days ofthe Petition Date, the Debtors shall file
                             the Plan and related disclosure statement (the "Disclosure
                             Statement") that incorborate. and are consistent with', the
                             terms of this Term Sheet, and shall use commercially
                             reasonable efforts to satisfy the terms of this Term Sheet,
                             including the Consummation ofthe Plan.

                             The Plan and Disclosure Statement shall be in form and
                             substance satisfactory to the Debtors, Ally, and other parties
                             that are party to the Plan Support Agreements.

 Plan Treatment              The Plan shall.address, among other things: (a) obligations
                             under the DIP Financing Facility; (b) obligations under the
                             Prepctition Secured Facilities; (c) obligations under the
                             Junior Secured Notes;, (d) other secured obligations;
                             (e) obligations under the Senior Unsecured Notes;
                             (O.general      unsecured     obligations;    (g) statutorily
                             subordinated obligations; (h) intercompany obligations; and
                             (i) equity interests including common stock, partnership
                             interests, or other ownership interests, and rights related
                             thereto.


 Ally Settlement             The Plan will incorporate a settlement with Ally, as
 Agreement                   described in this Term Sheet and as set forth in the Ally
                             Settlement Agreement pursuant to which Ally will agree to



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                                      Pg 76 of 126


                             contribute the value set forth in the Ally Settlement
                             Agreement to the Debtors' estates for, among other things,.
                             Debtor Releases and Third Party Releases (each as defined
                             below), subject to Bankruptcy Court approval as part ofthe
                             Plan.


 1Plan Funding               The~Plan will be funded with" the" proceeds derived" from":
                             (a) the Debtors' asset sale executed pursuant to the Platform
                             Asset Purchase Agreement, attached hereto as. Exhibit 4:
                              (b) the Ally Settlement Agreement; (c) the Debtors* asset
                             .sale executed pursuant to the HFS Asset Purchase
                              Agreement, attached to the Ally Settlement Agreement as
                             Exhibit 5; and (d) other sales ofthe Debtors' assets (whether
                             occurring before or after the Effective Date).

                             The Ally Settlement proceeds will be allocated in any
                             manner consistent with the Plan Support Agreements among
                             the ResCap Debtors, GMACM Debtors, and RFC Debtors
                             in the Debtors' sole discretion:   .



 TREATMENT OF CLATMS'AND INTERESTS:


 L    RESCAP DEBTORS


 Administrative Expense      Unclassified.    On or as soon" as practicable after the
 Claims                      Effective Date, each holder of an allowed Administrative
                             Expense Claim shall be paid in full in cash or otherwise
                             receive treatment consistent with the provisions of section
                             1129(a)(9) of the Bankruptcy Code; provided,.that Allowed
                             Administrative Expense Claims that arise in the ordinary
                             course of the Debtors' business shall be paid in full in the
                             ordinary course of business in accordance with the terms
                             and subject to the conditions of any agreements governing,
                             instruments evidencing, or other documents relating to, such
                             transactions.


 Priority Tax Claims         Unclassified.   On or as soon as practicable after the
                             Effective Dale, each holder of an allowed Priority Tax
                             Claim shall be paid in full in cash or otherwise receive
                             treatment consistent with the provisions of section
                             1129(a)(9) ofthe Bankruptcy Code.

 Class R-l: Other            Unimpaired; deemed to accept and not entitled to vote on
 Priority Claims             the Plan pursuant to section 1126(f) of the Bankruptcy
                             Code. On or as soon as practicable after the EffectiveDate. |


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                           each holder of an allowed Other Priority Claim shall be paid:
                           in full in cash or otherwise receive treatment consistent with
                           the provisions of section 1129(a)(9) of the Bankruptcy,
                           Code: provided, that Other Priority Claims thai ariscin the-
                           ordinary course of the Debtors' business and that are not
                           due and payable on or before the Effective Date shall be
                           paid in the ordinary course of business in accordance with
                           the terms thereof.


 Class R-2: AFI Revolver   Unimpaired; deemed to accept      and not entitled to vote on
 Claims                    the Plan pursuant to section      1126(f) of the Bankruptcy
                           Code.    Except as otherwise       provided under the Ally
                           Settlement Agreement, on or as    soon as practicable after the
                           Effective Date, each holder of an allowed API Revolver
                           Claim shall be satisfied by payment in full in cash in
                           accordance with, and to the extent modified by, theLJunio'r
                           Secured Notes Plan Support Agreement, or otherwise
                           receive treatment consistent with the provisions of section
                           1129(a)(9) of the Bankruptcy Code.

 Class R-3: Other          Unimpaired; deemed to accept and not entitled to vote on
 Secured Claims            the Plan pursuant lo section 1126(f) of the Bankruptcy
                           Code. On or as soon as practicable after the Effective Date,
                           each holder of an allowed Other Secured Claim shall be
                           paid-in full in cash or otherwise receive treatment consistent
                           with.the provisions of section 1129(a)(9) ofthe Bankruptcy
                           Code.


 Class R-4: Junior         Impaired; entitled.to vote on the Plan. The Junior.Secured
 Secured Notes Claims      Notes Claims shall beAllowcd in the aggregate amount of
                           not less than $2,120,452,000.

                           Each holder of a Junior Secured Notes Claim shall receive, •
                           in full and final satisfaction of such a Claim and after giving
                           full effect to the terms of the Junior Secured Notes Plan
                           Support Agreement, treatment consistent with section
                           1129(b)'(2)(AXii) of the'Bankruptcy Code.
 Class R-5: Senior         Impaired; entitled to vote, on the Plan.          The Senior
 Unsecured Notes Claims    Unsecured Notes Claims shall be Allowed in the aggregate
                           amount of principal plus interest prior lo the Petition Date.

                           Each holder of an Allowed Senior Unsecured Notes Claim
                           shall receive, in full and final.satisfaction of.such Claim, an
                           amount equal to its pro rata share of the ResCap Unsecured
                           Claims Pool.



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                                      Pg 78 of 126




 Class R-6: Junior            Impaired; entitled to vote on the Plan. Each holder of an
 Secured Notes Deficiency     Allowed Junior Secured Notes Deficiency Claim shall
 Claims                       receive, in full and final satisfaction of such Claim, its pro
                              rata share ofthe ResCap Unsecured Claims Pool: provided.
                              that al the Debtors' option, if the Junior Secured Notes Plan
                              Support Agreement becomes effective, each bolder of a
                              Junior Secured Note.will be deemed to have waived its right
                              lo receive any recovery on. account ofthe Class R-6 Junior
                              Secured Notes Deficiency Claims.

 Class R-7: General           Impaired: entitled to vole on the Plan. Each holder of an
 Unsecured Claims             Allowed General.Unsecured Claim shall receive, in full and
                              final satisfaction of such Claim, an amount equal .to its pro
                              rata share of the ResCap Unsecured Claims Pool, unless the
                              holder and applicable Debtor otherwise agree to a different
                              treatment.



 Class R-8:                   Impaired: deemed to reject the Plan pursuant to section
 Intercompany Claims          1126(g) ofthe Bankruptcy Code. Unless the.Junior Secured
                              Claims have been paid in full based upon their Secured
                              Claims, Allowed Intercompany Claims shall receive in full
                              satisfaction of such Allowed Intercompany Claims an
                              amount equal to its pro rata share of ResCap Unsecured
                              Claims Pool.


 Class R-9: Section           Impaired; deemed to reject the Plan pursuant to section
 :510(b) Claims               1126(g) ofthe Bankruptcy Code. Holders of Section 510(b)
                              Claims shall receive no recovery on account of such claims.

 Class R-10: Equity           Impaired; deemed lo reject the Plan pursuant lo section
 Interests                    1126(g) ofthe Bankruptcy Code. Holders of Equity
                              Interests shall receive no recovery on account of such
                              interests;



 II.   GMACM DEBTORS


 Administrative Expense       Unclassified.   On or as soon as practicable after the
 Claims                       Effective Date, each holder of an allowed Administrative
                              Expense Claim shall be paid in full in cash or otherwise
                              receive treatment consistent with the provisions of section
                              i 129(a)(9) of the Bankruptcy Code; provided, that Allowed
                              Administrative Expense Claims that arise in the ordinary
                              course of the Debtors' business shall be paid in full in the
                              ordinary course of-business in accordance with the terms




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                                  Pg 79 of 126


                          and subject to the conditions of any agreements governing,
                          instruments evidencing, or other documents relating to, such
                          transactions.


 Priority Tax Claims      Unclassified.    On or as soon as practicable after the
                          Effective Date, each holder of an allowed Priority Tax
                          Claim shall be paid in full in cash or otherwise receive
                          treatment consistent with the provisions of section
                          1129(a)(9) of the Bankruptcy Code.

 Class GS-1: Other        Unimpaired; deemed to accept and not entitled to vote on
 Priority Claims          the Plan pursuant to section 1126(f) of the Bankruptcy
                          Code. On or as sood as practicable after the Effective Date,
                          each holder of an allowed Other Priority Claim shall be paid
                          in full in cash or otherwise receive treatment consistent with
                          the provisions of section 1129(a)(9) of the Bankruptcy
                          Code: provided, that Other Priority Claims that arise in the
                          ordinary course of the Debtors' business and that are not
                          due and payable on or before the Effective Date shall be
                          paid in the ordinary course of business in accordance with
                          the terms thereof.


 Class GS-2: AFI          Unimpaired; deemed to accept and not entitled to vote on
 Revolver Claims          the Plan pursuant to section 1126(f) of the Bankruptcy
                          Code.    Except as otherwise provided under the Ally
                          Settlement Agreement, on or as soon as practicable after the
                          Effective Date, each holder of an allowed AFI Revolver
                          Claim shall be satisfied by payment in full in cash in
                          accordance with, and to the extent modified by, the Junior
                          Secured Notes Plan Support Agreemenl or otherwise receive
                          treatment consistent with the provisions of section
                          1129(a)(9) ofthe Bankruptcy Code.

 Class GS-3: AFILOC       Unimpaired; deemed to accept and not entitled to vote on
 Claims                   the Plan pursuant to section 1126(0 of the Bankruptcy
                          Code.    Except as otherwise provided under the Ally
                          Settlement Agreement, on or as soon as practicable after the
                          Effective Date, each holder of an allowed AFI LOC Claim
                          shall be satisfied by payment in full in cash or otherwise
                          receive treatment consistent with the provisions of section
                          1129(a)(9) ofthe Bankruptcy Code.

 Class GS-4: Citibank     Unimpaired; deemed to accept and not entitled to vote on
 Secured Lender Claims    the Plan pursuant lo section 1126(f) of the Bankruptcy
                          Code. On or as soon as practicable after the Effective Date,
                          each holder of an allowed Citibank Secured Lender Claim




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                            shall be satisfied by payment in full in cash or otherwise
                            receive treatment consistent with the provisions of section
                            1129(a)(9) ofthe Bankruptcy Code.

 Class GS-5: FNMAEAF        Unimpaired; deemed to accept and not entitled lo vote on
 Claims                     the Plan pursuant to section 1126(f) of the Bankruptcy
                            Code. On or as soon as practicable after the Effective Date,
                            each holder of an allowed FNMA EAF Claim shall be
                            satisfied by payment in full in cash or otherwise receive
                            treatment consistent with the provisions of section
                            1129(a)(9) ofthe Bankruptcy Code.


 Class GS-6: Other          Unimpaired; deemed .to accept,and not entitled to vole on
 Secured Claims             the Plan pursuant to section 1126(f) of the Bankruptcy
                            Code. On or as soon as practicable after the Effective Date,
                            each holder of an ;allowed Other Secured Claim shall be
                            paid'in full'in cash or otherwise receive treatment consistent
                            with the provisions of section 1129(a)(9) ofthe Bankruptcy
                            Code.



 Class GS-7: Junior         Impaired: entitled to vole on the Plan. The Junior Secured
 Secured Notes Claims       Notes Claims shall be Allowed in the aggregate amount of
                            nol less than $2,120.452.000.

                            Each holder of a Junior Secured Notes Claim shall receive,
                            in full and final satisfaction of such a Claim and after giving
                            full effect lo the terms of the Junior Secured Notes Plan
                            Support Agreement, treatment consistent with section
                            1129(b)(2)(A)(ii) oflhe Bankruptcy Code.

 Class GS-8: Junior         Impaired; entitled to vote on the Plan. Each holder of an
 Secured Notes Deficiency   Allowed Junior Secured Notes Deficiency Claim shall
 Claims                     receive, in full and final satisfaction of such Claim, an
                            amouni equal to its pro rata share of the GMACM
                            Unsecured Claims Pool, in accordance with, and to the
                            extent modified.by, the JuniorSecured Notes Plan Support
                            Agreement, unless the holder and applicable Debtor
                            otherwise agree to a different treatment.

                            Under no circumstances shall a Junior Secured Noteholder
                            be entitled to receive aggregate distributions in excess of its
                            Allowed Claims.


 Class GS-9: Rep and        Impaired; entitled lo vole on the Plan. Each holder of an
 Warranty Contract          Allowed Rep and Warranty Contract Claim shall receive..tn



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 Claims                               full and final satisfaction of such Claim, an amount equal to
                                      its pro rala share of the GMACM Unsecured Claims Pool,
                                      unless the holder and applicable Debtor otherwise agree to a
                                      different treatment.


 Class GS-10: General                 Impaired; entitled to vote on the Plan. Each holder of an
 Unsecured Claims                     Allowed General Unsecured Claim shall receive, in full and
                                      final satisfaction of such Claim, an amount equal to its pro
                                      rata share of the GMACM Unsecured Claims Pool, unless
                                      ihe holder and applicable Debtor otherwise agree lo a
                                      different treatment.


 Class GS-11:                         Impaired; deemed to reject the Plan pursuant to section
 Intercompany Claims                  1126(g) of the Bankruptcy Code. Unless the Junior Secured
                                      Claims have been paid in full based upon their Secured
                                      Claim, Allowed Intercompany Claims shall receive in full
                                      satisfaction of such Allowed Intercompany Claims an
                                      amouni equal to its pro rata share of ResCap Unsecured
                                      Claims Pool.


 Class GS-12: Section                 Impaired; deemed lo reject the Plan pursuant to section
 510(b) Claims                        1126(g) of the Bankruptcy Code. Holders of Section 510(b)
                                      Claims shall receive no recovery on account of such claims.

 Class GS-13: Equity                  Impaired; deemed to reject the Plan pursuant to section
 Interests                            1126(g) of the Bankruptcy Code. Holders of Equity
                                      Interests shall receive no recovery on account of such
                                      interests.



 11.     RFC DEBTORS
 Administrative Expense               Unclassified.        On or as soon as practicable after the
 Claims                               Effective Date, each holder of an allowed Administrative
                                     Expense Claim shall be paid in full in cash or otherwise
                                     receive treatment consistent with the provisions of section
                                      1129(a)(9) of the Bankruptcy Code: provided, that Allowed
                                     Administrative Expense Claims that arise in the ordinary
                                     course of the Debtors' business shall be paid in full in the
                                     ordinary course of business in accordance with the terms
                                     and subject to the conditions of any agreements governing,
                                     instruments evidencing, or other documents relating to, such
                                     transactions.


       This Term Sheet assumes that the medium-term unsecured peso-denominated notes maturing in June
       2012 issued by the non-Debtor Mexican subsidiary of ResCap and guaranteed by various Debtors will
       no longer constitute obligations ofthe Debtors following an exchange offer in Mexico in connection
       with die pending sale of equity ofthe subsidiary.


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 Priority Tax Claims      Unclassified.   On or as soon as practicable after the
                          Effective Dale, each holder of an allowed Priority Tax
                          Claim shall be paid in full in cash or otherwise receive
                          treatment consistent with the provisions of section
                          1129(a)(9) ofthe Bankruptcy Code.

 Class RS-I: Other        Unimpaired: deemed to accept and not entitled to vole on
 Priority Claims          the Plan pursuant to section 1126(0 of die Bankruptcy
                          Code. On or as soon as practicable after the Effective Date,
                          each holder of an allowed Other Priority Claim shall be paid
                          in full in cash or otherwise receive treatment consistent with
                          the provisions of section 1129(a)(9) of the Bankruptcy
                          Code; provided, that Other Priority Claims that arise in the
                          ordinary course of the Debtors' business and that are nol
                          due and payable on or before the Effective Date shall be
                          paid in the ordinary course of business in accordance with
                          the terms thereof.


 Class RS-2: AFI          Unimpaired; deemed to accept and not entitled to vote on
 Revolver Claims          the Plan pursuant lo section 1126(f) of the Bankruptcy
                          Code.    Except as otherwise provided under the Ally
                          Settlement Agreement, on or as soon as practicable after the
                          Effective Date, each holder of an allowed AFI Revolver
                          Claim shall be satisfied by payment in full in cash in
                          accordance with, and lo the extent modified by the Junior
                          Secured Notes Plan Support Agreement or otherwise receive
                          treatment consistent with the provisions of section
                          1129(a)(9) ofthe Bankruptcy Code.

 Class RS-3: AFI LOC      Unimpaired; deemed to accept and not entitled to vole on
 Claims                   the Plan pursuant to section 1126(f) of Ihe Bankruptcy
                          Code.    Except as otherwise provided under the Ally
                          Settlement Agreement, on or as soon as practicable after the
                          Effective Dale, each holder of an allowed AFI LOC Claim
                          shall be satisfied by payment in full in cash or otherwise
                          receive treatment consistent with the provisions of section
                          1129(a)(9) ofthe Bankruptcy Code.


 Class RS-4: Other        Unimpaired; deemed to accept and not entitled lo vote on
 Secured Claims           the Plan pursuant lo section 1126(f) of the Bankruptcy
                          Code. On or as soon as practicable after the Effective Dale,
                          each holder of an allowed Other Secured Claim shall be
                          paid in full in cash or otherwise receive treatment consistent
                          with the provisions of section 1129(a)(9) ofthe Bankruptcy
                          Code.



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 Class RS-5: Junior          Impaired; entitled to vole on the Plan. The Junior Secured
 Secured Notes Claims        Notes Claims shall be Allowed in the aggregate amount of
                             nol less than $2,120,452,000.

                             Each holder of a Junior Secured Notes Claim shall receive,
                             in full and final satisfaction of such a Claim and:after giving
                             full effect lo the terms of the Junior Secured Notes Plan
                             Support Agreement, treatment consistent with           section
                             1129(b)(2)(A)(ii) ofthe Bankruptcy Code.

 Class RS-6: Junior          Impaired: entitled lo vote on the Plan. Each holder of an
 Secured Notes Deficiency    Allowed Junior Secured Notes Deficiency Claim shall
 Claims                      receive, in full and final satisfaction of such Claim, an
                             amount equal lo its pro rata share of the RFC Unsecured
                             Claims Pool in accordance with^ and.to the extent modified
                             by, the Junior Secured Notes Plan Support Agreement,
                             unless the holder and applicable Debtor otherwise agree to a
                             different treatment.


                             Under no circumstances shall a Junior Secured Noteholder
                             be entitled to receiveaggregate distributions in excess of its
                             Allowed Claims.


 Class RS-7: Rep and         Impaired; entitled to vote on the Plan. Each holder of an
 Warranty Contract           Allowed Rep and Warranty Contract Claim shall receive, in
 Claims                      full and final satisfaction of such Claim, an amount equal to
                             its pro rata share of the RFC Unsecured Claims Pool, unless
                             the holder and applicable Debtor otherwise agree to a
                             different treatment.


 Class RS-8: General         Impaired; entitled to vote on the Plan.    Each holder of an
 Unsecured Claims            Allowed General Unsecured Claim shall receive, in full and
                             final satisfaction of such Claim,,an amouni equal lo its pro
                             rata share of the RFC Unsecured Claims Pool, unless the
                             holder and applicable Debtor otherwise agree lo a different
                             treatment.



 Class RS-9:                 Impaired; deemed to reject the Plan pursuant lo section
 Intercompany Claims         1126(g) ofthe Bankruptcy Code. Holders of Intercompany
                             Claims shall receive no recovery on account of such claims.

 Class RS-10: Section        Impaired; deemed to reject the Plan pursuant to section
 510(b) Claims               1126(g).of the Bankruptcy Code. Holders of Section 510(b)
                             Claims shall receive no recovery on account of such claims.




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 Class RS-1I: Equity      Impaired; deemed lo reject the Plan pursuant to section
 Interests                1126(g) of the Bankruptcy Code. Holders of Equity
                          Interests shall receive no recovery on account of such
                          interests.




 CONDITIONS TO CONFIRMATION & EFFECTIVE DATE:


                          The Plan shall contain various usual and' customary
                          conditions precedent to confirmation and to the Effective
                          Date that must be satisfied or waived.


                          Such.conditions to the Effective Date shall include, without
                          limitation, the following:

                          (a)     the Plan shall be "in form and-substance consistent in
                                  all material respects with this Term Sheet and
                                  satisfactory to the Debtors, Ally and the Consenting
                                  Holders;

                          (b)     all AFI Revolver Claims and AFI LOC Claims, and
                                  additional Claims held by Ally, are Allowed in full
                                  and approved by the Bankruptcy Court without
                                  subordination of any kind unless otherwise agreed
                                  by Ally;

                          (c)     the Bankruptcy Court shall have entered .Ihe
                                  Confirmation Order, which such order will grant
                                  final approval of the Plan, the Asset Sales, the
                                  Debtor Releases, the Third Party Releases, and the
                                  Ally Settlement Agreement, all in the form and
                                  substance satisfactory to the Debtors, Ally and the
                                  Consenting Holders;

                          (d)     the Ally Settlement Agreement shall remain in full
                                  force and effect;

                          (c)     the HFS Asset Purchase Agreement shall be
                                  approved by the Bankruptcy Court in form and
                                  substance acceptable:to the Debtors, the Consenting
                                  Holders, and Ally if Ally is the purchaser of such
                                  assets;

                          (f)     the Platform Asset Purchase Agreement shall have
                                  been approved by the Bankruptcy Court in form:and
                                  substance satisfactory to the Debtors and Ally;



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                          (g)    all material governmental and third party approvals
                                 and consents, including Bankruptcy Court approval,
                                 necessary in connection with the transactions
                                 contemplated by this Term Sheet, including the
                                 Asset Sales,.shall have been obtained and be in full
                                 force and effect, and all applicable waiting periods
                                 shall have expired without any action being taken or
                                 threatened by any competent authority that would
                                 restrain, prevent, or otherwise impose materially
                                 adverse conditions on such transactions;

                          (h)    at no time shall the Bankruptcy Court have approved
                                 the appointment of an examiner with expanded
                                 powers;

                          (i)    at no time shall the Bankruptcy Court have approved
                                 the appointment of a trustee; and

                          (j)    no reduction in the value of Petition Date Collateral
                                 (as defined in the Junior Notes Plan Support
                                 Agreement) due to (i).thc successful challenge ofthe
                                 validity of the liens on such Petition Date Collateral
                                 or (ii) a determination that any asset or assets thai
                                 were designated by a Debtor as being Petition Date
                                 Collateral do not constitute Joint Collateral (as
                                 defined in the Junior Notes Plan Support
                                 Agreement), in an aggregate amount (taking into
                                 account       additional   Joint   Collateral   that was nol
                                 specified as Petition Date Collateral) for all such
                                 assets   that    exceeds    one hundred million       dollars
                                 ($100,000,000),:based on theDebtors' book value as
                                 ofFebruary29,20i2.

 DEFINITIVE DOCUMENTS:


                          The transactions described in this Plan Term Sheet are
                          subject in all respects to, among other things, definitive
                          documentation, including:

                          (a)    the Ally Settlement Agreement;

                          (b)    the Platform Asset Purchase Agreement, in which
                                 the Debtors shall!, among other things, effectuate the
                                 sale to Purchaser of the Debtors' mortgage loan
                                 origination and servicing platform, including
                                 mortgage servicing rights and servicer advances.


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                                 and certain other assets, in exchange for Purchaser's
                                 payment of a cash purchase price of approximately
                                 S2.3 billion, plus other consideration, including'
                                 reimbursements for prior expenses and the
                                 assumption of certain liabilities .as set forth in the
                                 Platform Asset Purchase Agreement;

                          (c)    the HFS Asset Purchase Agreement, in which the
                                 Debtors shall, among other things, effectuate the sale
                                 to Ally of the Purchased Assets, as defined in the
                                 HFS Asset Purchase Agreement;

                          (d)    Ihe Plan., the Disclosure Statement and the
                                 documents to be included in the Plan Supplement;

                          (e)    the Cash Collateral Order;

                          (f)    the DIP Financing Facility;

                          (g)    the Subscrvicing Agreement;

                          (h)    the Shared Services Agreement;

                          (i)    the GNMA Forward Flow Agreement; and

                          (j)    the Transition Services Agreement.


 RELEASES AND EXCULPATIONS:


 Releases                 The Plan shall contain Debtor and third party releases
                          consistent with the Ally Settlement Agreement.

                          The Order of the Bankruptcy Court confirming thePlan will
                          permanently enjoin the commencement or prosecution by
                          any person or entity, whether directly, derivatively or
                          otherwise, of any Claims, obligations, damages, demands,
                          debts, rights, suits, Causes of Action, judgments, or
                          liabilities released pursuant to the Plan.

                          In addition, the Plan will include a mutual release of all
                          claims between and among Ally and the holders of the
                          Junior Secured Note Claims, which shall be in form and
                          substance reasonably satisfactory to Ally and the
                          Consenting Holders.

 Exculpation              The Debtors. Ally, the Consenting Holders. Trustees for



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                             Trusts that accept the compromise proposed in the RMBS
                             Trust Settlement Agreement in accordance with the terms
                             therein, provided such agreement is approved and continues
                             to be in effect, and their respective Representatives shall
                             neither have, nor incur any liability to any entity for any
                             pre-petition or post-petition act taken or omitted to be taken
                             in connection with, or related to formulating, negotiating,
                             preparing, disseminating, implementing, administering,
                             confirming, or effecting the Consummation of the Plan, the
                             Disclosure Statement, or any contract, instrument, release,
                             or other agreement or document created or entered into in
                             connection with the Plan or any other pre-petition or posl-
                             petition act taken or omitted to be taken in connection with
                             or in contemplation of the restructuring of the Company;
                             provided, that the foregoing provisions of this exculpation
                             shall have no effect on the liability of any entity thai results
                             from any such act or omission that is determined in a final
                             order lo have constituted gross negligence or willful
                             misconduct; provided, further, that each Exculpated Party
                             shall be entitled to rely upon the advice of counsel
                             concerning his, her or its duties pursuant lo, or in connection
                             with, the Plan.



 OTHER PRINCIPAL PLAN TERMS:


 Executory Contracts and     Executory contracts and unexpired leases shall be rejected
 Unexpired Leases            by the Debtors unless set forth on a schedule of assumed
                             contracts and leases to be attached to the Platform Asset
                             Purchase Agreement with Purchaser or otherwise assumed
                             or rejected, prior to the Effective Date.

 Indemnification of          As set forth in the Ally Settlement Agreemenl.
 Officers and Directors
 Compromise and              The Plan shall contain customary provisions for the
 Settlement                  compromise and settlement of Claims stating that,
                             notwithstanding anything in Ihe Plan to the contrary, the
                             allowance, classification, and treatment of allowed Claims
                             and equity interests and their respective distributions take
                             into account and conform to the relative priority and rights
                             of such Claims and interests.


 Retention of Jurisdiction   The Plan shall provide for a broad retention of jurisdiction
                             by the Bankruptcy Court, including for: (a) resolution of
                             Claims; (b) allowance of compensation and expenses for
                             pre-Effective Date services; (c) resolution of motions,



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                          adversary proceedings, or other contested matters;
                          (d) entering such orders as necessary to implement or
                          consummate the Plan and any related documents or
                          agreements; (e) enforcement of the Plan Injunction; and
                          (f) other purposes.

 Resolution of Disputed   The Plan shall provide customary terms for ihe resolution of
 Claims                   disputed Claims and any reserves therefore.

 Liquidating Trust        The Plan shall contain customary provisions for the
                          establishment of a Liquidating Trust lo a'dminister the assets
                          of the Debtors' Estates on and after the Effective Date in
                          accordance with the Plan. The Liquidating Trust shall be
                          subject lo the oversight committee consistent with the
                          provisions of Junior Secured Notes Plan Support
                          Agreement.

 Additional Provisions    The Plan shall contain other provisions customarily found in
                          other similar plans of reorganization.


 DEFINITIONS:


                          "Administrative Expense Claim" means any claim for costs
                          and expenses of administration under section 503(b),
                          507(b), or 1114(e)(2) ofthe Bankruptcy Code, including:
                          (a) any actual and necessary costs and expenses incurred
                          after the Petition Date of preserving the Debtors' estates and
                          operating the businesses of Ihe Debtors; (b) compensation
                          for legal, financial, advisory, accounting, and other services
                          and reimbursement of expenses allowed by the Bankruptcy
                          Court under sections 327, 330, 331, 363,or'503(b) of the
                          Bankruptcy Code to the extent incurred prior to the
                          Effective Date; and (c) all fees and charges assessed against
                          the Debtors' estates under section 1930, chapter 123, of title
                          28, United States Code.

                          "AFI" means such term as defined in the section entitled
                          "Prepetition Secured Lenders."

                          "AFI LOC" means such term as defined in the section
                          entitled "Prepelition Secured Lenders."

                          "AFI LOC Claim" means anv Secured Claim of AFI arisine
                          under the AFI LOC.




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                          "AFI Revolver" means such term as defined in the section
                          entitled "Prcpelition Secured Lenders."

                          "AFI Revolver Claim" means any Secured Claim of AFI
                          arising under the AFI Revolver.

                          "Allowed" means with respect to any Claim, except as
                          otherwise provided herein: (a) a Claim that is scheduled by
                          the Debtors in their Schedules as neither disputed,
                          contingent nor unliquidated, and as to which the Debtors or
                          other party in interest have nol filed an objection by the
                          Claims Objection Bar Date; (b) a Claim that either is nol a
                          Disputed Claim or has been Allowed by a Final Order; (c) a
                          Claim that is Allowed (i) pursuant to the Plan, (ii) in any
                          stipulation that is approved by the Bankruptcy Court, or (iii)
                          pursuant to any contract, instrument, indenture, or other
                          agreement entered into or assumed in connection herewith;
                          (d) a Claim relating lo a rejected Executory Contract or
                          Unexpired Lease that either (i) is not a Disputed Claim or
                          (ii) has been Allowed by a Final Order; (e) a Claim that is
                          Allowed pursuant to the terms ofthe Plan; or (f) a Disputed
                          Claim as to which a proof of Claim has been timely filed
                          and as to which no objection has been filed by the Claims
                          Objection Bar Date.

                          "Ally" means such term as defined in the section entitled
                          "Prcpctition Secured Lenders."

                          "Ally DIP Financing Facility" means ihe dcblor-in-
                          possession financing facility to be provided to the Debtors,
                          attached hereto as Exhibit 3.


                          "Ally Settlement Agreement" means the agreement between
                          Ally and the Debtors, attached hereto as Exhibit 5.

                          "Asset Sales" means, collectively, the sale of the Debtors'
                          servicing platform together with substantially all of the
                          Debtors' owned agency mortgage servicing rights pursuant
                          lo the Platform Asset Purchase Agreement, and Ihe sale of
                          certain of Ally's collateral pursuant lo the HFS Asset
                          Purchase Agreement.

                          "Auction" means an auction held in connection with the
                          Asset Sales pursuant to ihe bidding procedures.

                          "Bankruptcy Code" means Title 11 of the United States



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                          Code, ll U.S.C. §§101 etseq.

                          "Bankruptcy Court" means the United States Bankrurjtcv
                          Court for the Southern District of New York.


                          "Cash Collateral Order" means an order of the Bankruptcy
                          Court authorizing the Debtors to use Ally's cash collateral.

                          "Causes of Action" means all actions, causes of action.
                          Claims, liabilities, obligations, rights, suits, debts, damages,
                          judgments,      remedies,     demands,      setoffs,    defenses,
                          recoupments, crossclaims. counterclaims, third parry claims,
                          indemnity claims, contribution claims, or any other claims,
                          disputed or undisputed, suspected or unsuspected, foreseen
                          or unforeseen, direct or indirect, choate or inchoate, existing
                          or hereafter arising, in law, equity, or otherwise, based in
                          whole or in part upon any act or omission or other event
                          occurring prior to the Petition Date or during the course of
                          the Chapter 11 Cases, including through the Effective Date.

                          "Chapter 11 Cases" mean fa) when used with reference to a
                          particular Debtor, the chapter 11 case lo be filed for that
                          Debtor under chapter 11 of the Bankruptcy Code in the
                          Bankruptcy Court and (b) when used with reference to all
                          Debtors, the procedurally consolidated chapter 11 cases for
                          all oflhe Debtors.


                          "Citibank" means such term as defined in the section
                          entitled "Prepetition Secured Lenders."

                          "Citibank MSR Facility'" means such term as defined in the
                          section entitled "Prepetition Secured Lenders,"

                          "Citibank Secured Lender Claim" means anv Secured Claim
                          of Citibank arising under the Citibank MSR Facility.

                          "Claim" has the meaning set forth in 11 U.S.C. § 101(5).

                          "Company" means such term as defined in the preamble.


                          "Confirmation Order" means the order of the Bankruptcy
                          Court confinning the Plan pursuant to, among others,
                          section 1129 ofthe Bankruptcy Code.

                          "Consummation" means the occurrence of the Effective
                          Date.



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                          "Creditor" means anv holder of a Claim.


                          "Debtor" means one of the Debtors,           in its individual
                          capacity as a debtor and debtor in possession in the Chapter
                          11 Cases.


                          "Debtors" means such term as defined in the preamble.

                          "DIP Financing Facilitv" means that certain Debtor-in-
                          Possession Credit Agreement, dated on or around May 14,
                          2012, by and between the Debtors and Barclays Bank Pic,
                          attached hereto as Exhibit 6.


                          "Disclosure Statement" means such term as defined in the
                          section entitled "Initiation of Chapter 11 Cases."

                          "DOJ/AG Settlement" means that certain Consent Judgment
                          filed on March 12,.2012 in the United States District.Court
                          for the District of Columbia to which ResCap and AFI,
                          among others, are panics.

                          "Effective   Date"    means     the   date    of     substantial
                          co'nsummation ofthe Plan, which shall be the first business
                          day upon which all conditions precedent to the effectiveness
                          of the Plan are satisfied or waived in accordance with the
                          Plan.


                          "Estate" means, as lo each Debtor, the estate created for Ihe
                          Debtor in its Chapter 11 case pursuanl to section 541 of the
                          Bankruptcy Code.

                          "Eauitv Interest" means an eauitv security fas defined in
                          section 101 ofthe Bankruptcy Code) in any ofthe Debtors.

                          "Fannie Mae" means such term as defined in the section
                          entitled "Prepetition Secured Lenders."

                          "FNMA EAF Claim" means anv Secured Claim of Fannie
                          Mae arising under the FNMA EAF Facility.

                          "FNMA EAF Facilitv" means-such term as defined in the
                          section entitled "Prepetition Secured Lenders."

                          "FRB Consent Order"'means that certain Consent Order
                          dated April 13, 2011 among ResCap. GMAC Mortgage,



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                          LLC, AFI, the Federal Reserve Board and the Federal
                          Deposit Insurance Company.

                          "General Unsecured Claim" means any and all Claims
                          against any of the Debtors that are not a/an
                          (a) Administrative Expense Claim; (b) Priority Tax Claim;
                          (c) Other Priority Claim; (d) Secured Lender Claim;
                          (e) Junior Secured Notes Claim; (f) Other Secured Claim;
                          (g) Senior Unsecured Notes Claim; (h) Junior Secured
                          Notes Deficiency Claim; (i) Rep and Warranty Contract
                          Claim; or (j) Intercompany Claim.

                          "GMACM Debtors" means such term as defined in the
                          section entitled "Debtors."


                          "GMACM Unsecured Claims Pool" means the proceeds of
                          any assets allocable to the GMACM Debtors remaining
                          after distributions have been made under the Plan to each
                          holder of an Allowed Administrative Expense Claim,
                          Priority Tax Claim, Other Priority Tax Clam, Secured
                          Lender Claim, Junior Secured Notes Claim, or Other
                          Secured Claim against the GMACM Debtors.

                          "GNMA Forward Flow Agreement" means that Amended
                          and Restated Master Mortgage Loan Purchase and Sale
                          Agreement between Ally Bank as Seller, and GMAC
                          Mortgage, LLC as Purchaser, dated as of May 1, 2012.

                          "HFS Asset Purchase Agreement" means that certain asset
                          purchase agreement dated on or around May 14 by and
                          between Ally and the Debtors, attached to the Ally
                          Settlement Agreement as Exhibit 5.


                          "Impaired" has the meaning set forth in section 1124 ofthe
                          Bankruptcy Code.

                          "Iritcrcompanv Claims'* means any and all Claims of a
                          Debtor against another Debtor. For the avoidance of doubt,
                          Intercompany Claims-do nol include Claims that Ally may
                          assert against the Debtors.

                          "Intercreditor Agreement" means the agreement dated as of
                          June 6, 2008, among Wells Fargo Bank, N.A., as First
                          Priority Collateral Agent for the First Priority Secured
                          Parties under the First Priority Documents, Wells Fargo
                          Bank, N.A., as Second Priority Collateral Agent for the



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                          Second Priority Secured Parties under the Second Priority
                          Documents. Wells Fargo Bank, N.A.. as Third Priority
                          Collateral Agent for the Third Priority Secured Parties under
                          the Third Priority Documents, Ally, in its capacity as agent
                          for the Lenders under the Loan Agreement, U.S. Bank
                          National Association, as Trustee under the 2010 Indenture.
                          U.S. Bank National Association, as Trustee under the 2015
                          Indenture, Residential Funding Company, LLC, GMAC
                          Mortgage, LLC, and Residential Capital, LLC.

                          "Junior Secured Notes" means such term as defined in the
                          section entitled "Junior Secured Noteholders."


                          "Junior Secured Notes Claim" means anv Secured Claim of
                          the Junior Secured Noteholders under the Junior Secured
                          Notes.


                          "Junior Secured Notes Deficiency Claims"         means anv
                          Claim of the Junior Secured Noteholders under the Junior
                          Secured Notes to the extent such Claims arc not Secured
                          Claims.


                          "Liauidating Trust" means the trust formed pursuant lo the
                          Plan for the purpose of holding, administering, and
                          liquidating Estate assets on and after the Effective Date.

                          "Olhcr Priority Claim" means anv Claim, other than an
                          Administrative Expense Claim or Priority Tax Claim, that is
                          entitled to priority in payment pursuant to section 507(a) of
                          the Bankruptcy Code.

                          "Other Secured Claim" means anv Secured Claim other than
                          Administrative Expense Claims, Priority Tax Claims, Other
                          Priority Claims, Secured Lender Claims or Junior Secured
                          Claims. For the avoidance of doubt. Other Secured Claims
                          shall include Claims arising under the Barclays GSAP
                          Facility.

                          "Petition Dale" means such term as defined in the section
                          entitled "Initiation ofthe Chapter 11 Cases."

                          "Plan" means such icrm as defined in the preamble.

                          "Plan Injunction" means thaL from and after the Effective
                          Date, all entities are permanently enjoined from
                          commencing or continuing in any manner, any Cause of



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                          Action released or to be released pursuant to the Plan or the
                          Confirmation Order.


                          "Plan Supplement" means, with respect to the Plan, all
                          exhibits, appendices. Plan supplement documents and
                          related documents.


                          "Plan Support Agreements" means the three plan support
                          agreements to support the" Plan among the Debtors and each
                          of (i) Ally and members of the ad hoc committee of
                          unaffiliated holders of the Junior Secured Notes holding at
                          least 50% of all Junior• Secured Notes (the "Junior Secured
                      •


                          Notes. Plan Support Agreement"), (ii) Ally and certain
                          holders of securities backed by mortgage loans sold by the
                          Debtors, and (iii) Ally Financial Inc., respectively.

                          "Platform Asset Purchase Agreement" means that certain
                          assel purchase agreement dated on or around May 14 by and
                          between Purchaser and Ihe Debtors, attached hereto as
                          Exhibit 4.


                          "Priority Tax Claim" means anv Claim of a eovernmental
                          unit ofthe kind specified in sections 502(i) and.507(a)(8) of
                          the Bankruptcy Code.

                          "Reorganization"      means   such   term   as   defined    in   the
                          preamble.

                          "Reorganized Debtors" means, collectively, the Debtors
                          after the Effective Date.


                          "Representatives" means such person or entity's respective
                          members, partners, equity-holders, officers, directors,
                          employees, representatives, advisors, attorneys, agents and
                          professionals, each solely in its capacity as such.

                          "ResCap" means such term as defined in the preamble.

                          "ResCap Debtors" means such term as defined in the section
                          entitled "Debtors."


                          "ResCap Unsecured Claims Pool" means the.proceeds of
                          any assets"alloc*able to the ResCap Debtors remaining after
                          distributions have been made under the Plan to each holder
                          of an Allowed Administrative Expense Claim, Priority Tax
                          Claim. Other Priority Tax Clam,:Secured Lender Claim.



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                          Junior Secured Notes Claim, or Other Secured Claim
                          against the GMACM Debtors.

                          "RFC Debtors" means such term as.defined in the section
                          entitled "Debtors."


                          "RFC Unsecured Claims Pool" means the proceeds of anv
                          assets allocable to the RFC Debtors remaining after
                          distributions have been made under the Plan to each holder
                          of an Allowed Administrative Expense Claim, Priority Tax
                          Claim, Other Priority Tax CIam,,Secured Lender Claim,
                          Junior Secured Notes Claim, or Oiher Secured Claim
                          against the RFC Debtors.

                          "RMBS Trust Settlement Agreement" means the agreement
                          dated as of May 13, 2012 among Residential Capital, LLC
                          and   its   direct   and   indirect   subsidiaries   and    certain
                          Institutional Investors, attached hereto as Exhibit 7.


                          "Section 510(b) Claims" means anv Claim arisine from
                          rescission of a purchase or sale of security (including any
                          Interest) of the Debtors, for damages arising from the
                          purchase or sale of such a security, or for reimbursement or
                          contribution allowed under section 502 of the Bankruptcy
                          Code on account of such a Claim.


                          "Secured Claim" means anv Claim that is secured bv a lien
                          on property in which a Debtor's estate has an interest or that
                          is subject to setoff under section 553 of the Bankruptcy
                          Code, to the extent of the value of the Claim holder's
                          interest in the applicable estate's interest in such property or
                          to the extent of the amount subject lo setoff, as applicable,
                          as determined pursuant to section 506(a) of the Bankruptcy
                          Code or, in the case of setoff, pursuant to section 553 ofthe
                          Bankruptcy Code.

                          "Secured Lender Claim" means anv AFI Revolver Claim.
                          AFI LOC Claim, Citibank Secured Lender Claim, or FNMA
                          EAF Claim.


                          "Senior Unsecured Claim" means anv Claim of the Senior
                          Unsecured Noteholders under the Senior Unsecured Notes.


                          "Senior Unsecured Notes" means such term as defined in
                          the section entitled "Senior Unsecured Noteholders."




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                          "Shared Services Agreement" means theaereement between
                          Ally and the Debtors, attached hereto as Exhibil 8.


                          "Stalking Horse Bidder" means such term as defined in the
                          section entitled "Purchaser."

                          "Subservicing Agreemenl" means the agreement between
                          Allv Bank and the Debtors, attached hereto as Exhibil 1.


                          "Term Sheef' means such term as defined in the preamble.


                          "Transition   Services    Agreement"       means the agreement
                          between Allv and the Debtors, attached hereto as Exhibit 9.


                          "Trustees" means the indenture trustees for the Trusts.


                          "Trusts"   means    the   securitization    trusts   identified   on
                          Exhibit A to the RMBS Trust Settlement Agreemenl.


                          "Unimpaired" means Claims that arc not Impaired.


                          "Winning Bidder" means the party who submits the winning
                          bid for the purchase of substantially all of the Debtors*
                          assets wilh an accompanying asset purchase agreement.




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                                  EXHIBIT 1
                           "Subservicing Agreement'"




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                                 EXHIBIT 2
                      "GNMA Forward Flow Agreement""




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                                  EXHIBIT 3
                          'Ally DIP Financing Facility*




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                                EXHIBIT 4
                    'Platform Asset Purchase Agreement"




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                                  EXHIBIT 5
                          "Airy Settlement Agreement'




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                                    EXHIBIT 6
                          'Barclays DIP Financing Facility'




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                                 EXHIBIT 7
                           "RMBS Trust Agreement*




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                                 EXHIBIT 8
                          'Shared Services Agreement*




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                                    EXHIBIT 9
                          'Transition Services Agreement''




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                                                                                   EXECUTION COPY




                                          EXHIBIT C


                                         MILESTONES


The Debtors' failure to comply with the following milestones will result in a Termination Event
under Section 6 of this Agreement:

    1. Obtain interim approval of debtor-possession financing on or before May 18, 2012.
    2. Obtain, final approval of debtor-possession financing on or before 50 days following Ihe
        Petition Date.
    3. Obtain approval of this Agreement by the earlier of (i) 60 days following the Petition
       Date and (ii) the date on which the Bankruptcy Court enters an order approving the
        Disclosure Statement.
    4. Obtain entry of an order oflhe Bankruptcy Court approving the compromises
       contemplated by the RMBS Trust Settlement Agreement on or before 60 days following
        the Petition Date,
    5. Obtain approval the Disclosure Statement on or before 90 days following the Petition
       Date.
    6. Obtain approval of proposed bidding procedures for the sales of assets contemplated in
       the Executive.Summaries on or before 90 days following the Petition Date.
    7. Obtain confirmation ofthe Plan on or before. October 31, 2012.
    8. On or before December 15, 2012, the effective date ofthe Plan shall have occurred.




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                                      EXHIBIT D


                            LIST OF FIRST DAY MOTIONS

     1. Debtors' Motion For Order Under Bankruptcy Rule 1015 Authorizing Joint
        Administration Of The Debtors' Chapter 11 Cases

     2. Debtors" Application For An Order Appointing Kurtzman Carson Consultants
        LLC As Claims And Noticing Agent For The Debtors Pursuant To 28 U.S:C.
        § 156(c), 11 U.S.C. § 105(a), S.D.N.Y. LBR 5075-1 And General Order M-409

     3. Debtors' Motion For Order Under Bankruptcy Code Section 521 And Bankruptcy
         Rule 1007(c) Extending Time For Filing Schedules And Statements

     4. Debtors' Motion For An Order Under Bankruptcy Code Section 105(a) And
        Bankruptcy Rule 2002(a), (0, (I) And (m) (I) Waiving The Requirement That
        Each Debtor File A List Of Creditors, (II) Authorizing The Debtors To File A
        Consolidated List Of The Fifty Largest Unsecured Creditors, (TIT) Approving The
        Form And Manner Of Notice Of The Commencement Of The Debtors' Chapter
        11 Cases And (IV) Approving Publication Notice To Borrowers

     5. Debtors' Motion For Entry Of An Order Under Bankruptcy Code Sections 102(1),
        105(a) and 105(d), Bankruptcy Rules 1015(c), 2002(m) and 9007 And Local
        Bankruptcy Rule 2002-2 Establishing Certain Notice,.Case Management And
         Administrative Procedures


     6. Debtors' Motion For Order Under Bankruptcy Code Sections 105(a), 345, 363,
        364, And 503(b)(1) Authorizing (1) Continued Use Of Existing Cash Management
        Practices, (II) Continued Use Of Existing Bank Accounts, Checks, And Business
        Forms, (III) Interim Waiver Of The Investment And Deposit Requirements Of
        Bankruptcy Code Section 345, (IV) Debtors To Honor Specified Outstanding
        Prepetition Payment Obligations, And (V) Continuation Of Intercompany
        Transactions, Including Intercompany Transactions With Future Debtors, And
        Granting Administrative Expense Status To Intercompany Claims

     7. Debtors' Motion For Interiirrand Final Ordcrs.Undcr Bankruptcy Code Sections
        105(a),.363(b), 507(a), 1107 And 1108 And Bankruptcy Rule 6003 (I)
        Authorizing But Not Directing Debtors To (A) Pay And Honor Prepetition
        Wages, Compensation, Employee Expense And Employee Benefit Obligations;
        And (B) Maintain and Continue Employee Compensation And Benefit Programs;
        And (H) Directing BanksTo Honor Prepetition Checks And Transfer Requests
        For Payment Of Prepetition Employee Obligations

    8. Debtors' Motion For Interim And Final Orders Under Bankruptcy Code Sections
       105(a), 363, 506(a), 507(a)(8). 541 And 1129 And Bankruptcy Rule 6003
       Authorizing Payment Of Taxes And Regulatory Fees



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     9. Debtors' Motion For Order Under Bankruptcy Code Sections 105, 507 And 541
        And Bankruptcy Rule 6003 Authorizing Debtors To Honor Certain Prepetition
        Obligations To Customers

     10. Debtors' Motion For Interim And Final Orders Pursuant To Sections 105(a). 363,
         364, 503(b), 1107(a) and 1108 Of The Bankruptcy Code Authorizing The Debtors
         To (I) Process And Where Applicable Fund Prepetition Mortgage Loan
         Commitments, (TT) Continue Brokerage, Origination And Sale Activities Related
         To Loan Securitization, (III) Continue To Perform Under The Mortgage Loan
         Purchase And Sale Agreement With Ally Bank And Related Agreements,
         (IV) Pay Certain Prepetition Amounts Due To Critical Origination Vendors, And
         (IV) Continue Honoring Mortgage Loan Repurchase Obligations Arising In
         Connection With Loan Sales And Servicing, Each In The Ordinary Course Of
         Business

     11. Debtors' Motion For Interim And Final Orders Under Sections 105(a), 361, 362,
         363, 1107(a), And 1108 Of The Bankruptcy Code (I) Authorizing The Debtors To
         Continue In The Ordinary Course Of Business (A) Servicing Agency Loans; And
         (B) Foreclosure Activities Related To Certain Real Estate Owned By Fannie Mae,
         Freddie Mac. And Ginnic Mae, (II) Authorizing The Debtors To Pay Certain
         Prepetition Amounts Due To Critical Servicing Vendors And Foreclosure
         Professionals, (III) Granting Limited Stay Relief To Enable Borrowers To Assert
         Related Counler-Claims In Foreclosure Proceedings; (rV) Authorizing the
         Debtors To Use Cash Collateral Under The Fannie Mae EAF Facility; And (V)
         Granting Related Relief

     12. Debtors' Motion For Interim And Final Orders Under Sections 105(a), 362, 363,
         1107(a) And 1108 Of The Bankruptcy Code (1) Authorizing The Debtors To
         Continue In The Ordinary Course OfBusiness (A) Servicing Private Label Loans,
         And (B) Sale Activities Related To Certain Loans In Foreclosure And Real Estate
         Owned Property, And (II) Granting Limited Stay Relief To Enable Borrowers To
         Assert Related Counter-Claims In Foreclosure and Eviction Proceedings

     13. Debtors' Motion For Interim And Final Orders Under Bankruptcy Code Sections
         105(a) And 363 Authorizing The Debtors To Continue To Perform Under The
         Ally Bank Servicing Agreements In The Ordinary Course OfBusiness

     14. Debtors' Motion Seeking Authority To Provide Notice To Borrowers That The
         Debtors Will Suspend Funding Draws Under Certain Home Equity Lines Of
        Credit

     15. Debtors' Motion For Interim And Final Orders Under 11 U.S.C. §§ 105 And 363
         Authorizing Residential Capital, LLC To Enter Into A Shared Services
         Agreement With Ally Financial Inc. Nunc Pro Tunc To The Petition Date For The
         Continued Receipt And Provision Of Shared Services Necessary For The
         Operation Of The Debtors' Businesses




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     16. Debtors' Motion For Entry Of Interim And Final Orders Pursuant To Bankruptcy
         Code Sections 361, 363. And 507(b) And Bankruptcy Rule 4001(b): (1)
         Authorizing TheUsc Of Cash Collateral And Related Relief, (II) Granting
         Adequate Protection And (Ul) Scheduling A Final Hearing (Citibank Cash
         Collateral)

     17. Debtors' Motion For Interim And Final Orders Pursuant To Bankruptcy Code
         Sections 105, 361, 363, And 507(b) And Bankruptcy Rule 4001(b): (I)
         Authorizing The Use Of Cash Collateral And Related Relief,.(II) Granting
         Adequate Protection And (III) Scheduling A Final Hearing (AFI/Securcd Notes
         Cash Collateral)

     18. Debtors' Motion Pursuant to II U.S.C. §§ 105, 363(b), (I). And (m), 365:and
         1123, and Fed! R. Bankr. P..2002. 6004, 6006, and 9014 ForOrdcr:(A)(I)
         Authorizing and Approving Sale.Procedures, Including Break-Up Fee and
         Expense Reimbursement; (II) Scheduling Bid Deadline and Sale Hearing; (III)
         Approving Form and Manner of Notice Thereof;'and (IV) Granting Related Relief
         and (B)(1) Authorizing the Sale of Certain Assets Free and Clear of Liens, Claims,
         Encumbrances, and Other Interests; (IT) Authorizing and Approving Asset
         Purchase Agreements Thereto; (III) Approving the Assumption and Assignment
         of Certain Executory Contracts and Unexpired Leases Related Thereto; and (TV)
         Granting Related Relief.

     19. Debtors' Motion Pursuant to 11 U.S.C. §§ 105, 363(b), (0, And (m) And 365 And
         1123, And Fed R..Bankr. P. 2002, 6004, And 6006 For Orders: (a)(i) Authorizing
         And Approving Sale Procedures, Including Break-up Fee And Expense
         Reimbursement; (ii) Scheduling Bid Deadline And Sale Hearing; (iii) Approving
         Form And Manner Of Notice Thereof; And (iv ) Granting Related Relief And
         (b)(i) Authorizing The Sale Of Certain Assets Free And Clear Of Liens, Claims,
         Encumbrances, And Other Interests; (ii) Authorizing And Approving Asset
         Purchase Agreements Thereto; (iii) Approving The Assumption And Assignment
         Of Certain Executory Contracts And Unexpired Leases Related Thereto;
         (iv) Granting Related Relief

          LIST OF SECOND DAY OR POTENTIAL SECOND DAY MOTIONS

     20. Motion To Assume And Assign Certain Executory Contracts And Unexpired
         Leases In Connection With The Proposed Sale of MSB Business And The Fixing
        Of Cure Amounts And Procedures Associated Therewith


     21. Motion Pursuant To Section 365(a) Of The Bankruptcy Code For Authorization
         To Reject Executory Contract Between GMAC Mortgage Group. LLC, RESCAP
         Investments LLC, And Residential Capital, LLC

     22. Debtors' Motion For Order Under Bankruptcy Codc'Scctions 105(a) and 107(b)
         And Bankruptcy Rule 9018 Authorizing TbeFiling Under Seal of Certain
         Proposed Debtor In Possession Financing Fee Letters



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     23. Debtors' Motion For Order Under Bankruptcy Code Sections 105(a) And 107(a)
         And Bankruptcy Rule 9018 (I) Authorizing The Debtors To File Under Seal
         Confidentiality Exhibil To The Servicing Motion and (II) Limiting Notice
         Thereof


     24. Debtors' Motion For Order Under Bankruptcy CodeSections 105(a) And 366 (I)
         Prohibiting Utility Companies From Altering, Refusing, or Discontinuing Service
         On Account Of Prepetition Invoices, (II) Approving Deposits As Adequate
         Assurance Of Payment, And (III) Establishing Procedures For Resolving
         Requests By Utility Companies For Additional Assurance Of Payment

     25. Debtors' Application Pursuant To Section 327(a) Of The Bankruptcy Code,
         Bankruptcy Rules 2014 And 2016 And Local Rules 2014-1 And 2016-1, For
         Entry Of An Order Authorizing The Retention And Employment Of Morrison &
         Foerster LLP As Bankruptcy Counsel To The Debtors Nunc Pro Tunc To the
         Petition Date

     26. Debtors' Application For Order Under Bankruptcy Code.Sections 327(a) And
         328(a). Bankruptcy Rule 2014(a) And Local Rule 2014-1 Authorizing The
         Employment And Retention Of FTI Consulting, Inc. As Financial Advisor Nunc
        Pro Tunc To The Petition Dale


     27. Debtors' Application For Order Under Bankruptcy CodeSections 327(a) And
         328(a) Authorizing Employment And Retention Of Centerview Partners LLC As
         Investment Banker


     28. Debtors' Motion For Order Pursuant to Section 327(a) Of The Bankruptcy Code
         And Bankruptcy Rule 2014(A) For Authorization To Employ And Retain Sitrick
         And Company As Corporate Communications Consultant For The Debtors, Nunc
        Pro Tunc To The Petition Date


     29. Debtors' Motion For Order Pursuant To Bankruptcy Code Sections 105(a) and
         331 Establishing Procedures For Interim Compensation And Reimbursement Of
        Expenses Of Professionals

     30. Debtors' Motion For Order Under bankruptcy Code Sections 105(a), 327(e), 328,
         And 330 And Bankruptcy Rule 2014 Authorizing Employment And Payment Of
         Professionals Utilized In The Ordinary Course Of Business Nunc Pro TuncTo
        The Petition Date


    31. Debtors' Motion For An Order Authorizing Payment Of Retention Pay To Certain
        Employees Pursuant To Sections 105(A), 363(B)(1) And 503(C)(3) Of The
        Bankruptcy Code

    32. Debtors' Motion For An Order Pursuant To Sections 105(a), 363(b)(1) and
        503(c)(3) Of The Bankruptcy Code Authorizing (I) Implementation Of (A) A Key
        Employment Retention Plan For Certain Non-Insiders And (B) A Key Employee



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         Incentive Plan For Certain Insiders And (II) Payment Of Any Obligations Arising
         Thereunder As Administrative Expenses

     33. Motion Of The Debtors For An Order Providing That Creditors Committees Arc
         Not Authorized Or required To Provide Access To Confidential Information Of
         The Debtors Or To Privileged Information

     34. Plaintiffs' Motion For A Stay Or, In The Alternative, Injunctive Relief Enjoining
         Prosecution Of Pending Litigation Against Debtors' Former Directors And
         Officers

     35. Plaintiffs' Motion For A Stay Or, In The Alternative. Injunctive Relief Enjoining
         Prosecution Of Pending Litigation Against Non-Debtor Affiliates




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                                                                                     EXECUTION COPY




                                           EXHIBIT E


                             JOINDER ACKNOWLEDGEMENT


        This joinder (this "Joinder") lo the Plan Support Agreement, dated as of May 13, 2012
(the "Agreement"), by and among (i) Residential Capital, LLC ("ResCap") and certain of its
direct and indirect subsidiaries (collectively, the "Debtors"), (ii) Ally Financial lnc: on behalf of
its direct and indirect subsidiaries other than the Debtors,.and (iii) Ihe Consenting Claimants (as
defined therein, is made by [                        ] (the "Joining Party") and is executed and
delivered as of [                    ], 2012. Each capitalized term us'cd herein but not otherwise
denned shall have the meaning set forth in the Agreemenl.

       1. Agreement to be Bound. The Joining Party hereby agrees to be bound by all ofthe
terms of the Agreement, a copy of which is attached to this Joinder as Annex I (as the same has
been or may be hereafter amended, restated or otherwise modified from time to time in
accordance with the provisions hereof)- The Joining Party shall' hereafter be deemed to be a
"Consenting Claimant'" and a "Party" for all purposes under the Agreement.

         2. Representations and Warranties. The Joining Party hereby represents and warrants
that it holds, or is the authorized investment manager for the holders of, the securities listed on
the signature page hereto, in the respective amounts set forth therein by CUSIP number, that
such holdings are materially accurate:as ofthe dale hereof,.and that since the date set forth the
Joining Party (a) has not. in the aggregate, materially decreased the Joining Party's holdings in
the Securities and (b) makes the representations and warranties set forth in Section 3 of the
Agreement lo each other Parry.

        3. Governing Law. This Joinder shall be governed by and construed in accordance with
the internal laws oflhe State of New York, without regard to any conflicts of law provisions
which would require the application ofthe law of any other jurisdiction.

      4. Notice. All notices and other communications given or made pursuant lo the
Agreement shall be sent to:

       To the Joining Party at:
       [JOINING PARTY]
       [ADDRESS]
       Attn:
       Facsimile: [FAX]
       EMAIL:




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                                                                            EXECUTION COPY




        IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be executed as of
the date first written above.


                                          [JOINING PARTY]




                                          By:
                                                 Name:


                                                 Title:


Holdings Information (by CUSIP #):




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                                             Exhibit F


                                      Holdings Information

                                Consenting Claimant Names

 1. Anchor Bank, fsb, Bankwest Inc..
 2. Caterpillar Life Insurance Company
 .3. Caterpillar Insurance Co. Ltd.
 4. Caterpillar Product Services Corporation
 5. Cedar Hill Mortgage Opportunity Master Fund, L.P.
 6.   Commonwealth Advisors, Inc.
 7. CQS Select Master Fund Limited
 8. CQS ABS Select Master Fund Limited
 9. CQS ABS Alpha Master Fund Limited
 10. Citizens Bank and Trust Company
 ll.DNB National Bank

 12. Doubleline Capital LP
 13. Ellington Management Group, LLC.
 14. Everest Reinsurance (Bermuda) Ltd.
 15. Everest International Re, Ltd.

 16. Farallon Capital Management, L.L.C.
 17. Farmers and Merchants Trust Company of Chambersburg
 18. First National Bank and Trust Company of Rochcllc
 19. First National Banking Company
 20. First National Bank of Wynne
 21. First Federal Bank of Florida

 22. First Farmers State Bank

 23. First Bank

 24. First Reliance Standard Life Ins. Co.

 25. HBK Master Fund L.P.

 26. Heartland Bank

 27. Kemdt Brothers Savings Bank
 28. Knights of Columbus
12-12020-mg     Doc 319-3     Filed 06/11/12 Entered.06/11/12 22:24:05   Exhibit 3
                                      Pg 115 of 126


 29. LL Funds LLC

 30. Lea County State Bank
 31. Pinnacle Bank of South Carolina

 32. Peoples Independent Bank
 33. Perkins State Bank

 34. Northwestern Bank N.A.

 35. Mutual Savings Association FSA
 36. Radian Asset Assurance Inc.

 37. Randolph Bank andTrust
 38. Reliance Standard Life Ins. Co.

 39. Rocky Mountain Bank & Trust
 40. Royal Park Investments SA/NV
 41. Safety National Casualty Corp.
 42. Summit Credit Union

 43. South Carolina Medical MalpracticeLiability JUA
 44. Thomaston Savings Bank
 45. Union Investment Luxembourg S.A.
 46. Wells River Savings Bank
 47. Vertical Capital. LLC
     12-12020-mg     Doc 319-3 Filed 06/11/12 Entered 06/11 /12 22:24:05         Exhibit 3
                            Aggregatepgap1c_i_$gS_ CUSIP and Amount



           EXHIBIT F to Plan Support Agreement (As of June 11, 2012)

                                                                 Bond Orietnal      Original Class
                   Deal Mime                CUSIP       Class
                                                                    Face                Face



 1            GMACM 2004-J2               36185N2C3      A6         14,062,500         14,062,500
 2            GMACM 2O05-AF1             36185MAS1       Ml          4.946,000           6,946,000
 3            GMACM 2006-AR1             3618SMD02      2A1          3,500,000        118,307,000
 4            GMACM 2004-AR2              361B5N3T5      3A          5,794,000        200.236,000
 5            GMACM 2004-AR2             36185N3U2       4A          6.825,000         63,485,000
 6            GMACM 20D4-HE2             361856DD6       Ml            220,000         37,356,000
 7            GMACM 20Q5-AR3              3618SN7J3     4A4          4.000,000           4,000,000
 8            GMACM 20Q5-HE1              361856EB9      A2         10,500,000        290,100,000
 9            GMACM 2O05-HE1              361856EC7      A3          8,869,000        248,425,000
10            GMACM 2O0S-HE1              361856ED5     A1VN        16,970,000         28,762,000
11            GMACM 2005-HE3              3618S6EH6      A2          9,815,647        296,703,000
12            GMACM 2005-HE3              3618S6EK9     A1VN         1,486,000         21,335,000
13            GMACM 2006-HE1              361856ER4      A         252,101,385      1,274,156,000
14            GMACM 2006-HE2             38011AAC8       A3         16,485,000        149,300,000
15            GMACM 2005-HE3              38012TAB8      A2            165,000        160,700,000
IE            GMACM 2006-HE5             3S012EAC9      2A2         10,000.000        239,558,000
17             RAAC 20O4-5P3              76112BET3     Mill         3,485,000          3,485,000
18             RAAC 2O05-RP1              76112BJQ4      Ml          7,000,000         28,000,000
19             RAAC 2005-RP2             76112BXP0       Ml          1,100,000         23,103,000
20             RAAC 2005-RP3             76112BP87      Ml          15,289.000         22,839,000
21             RAAC 2005-RP3             76112BP95      M2           1,500,000         18,099,000
22             RAAC 2005-SP2             76112BFSd       2A          2,600,000        288,130,000
23             RAAC 20D5-SP2             76112BF62      2M1          2,000,000          7,356,000
2d             RAAC 20D5-SP3             76112B550      Ml          12,590,000         12,590,000
25             RAAC 2006-RP1             76112B2U3       A2         10.000,000         73.280,000
26             RAAC 2006-RP1             76112B2V1      Ml           2,588,000         20,088,000
27             RAAC 20O6-RP1             76112B2W9      M2           6,914,000         14,914,000
28             RAAC 20O6-RP3             74919RAF2      M2           3,000,000         18,760,000
29             RAAC 2006-RP4             74919TAC5      M2           3,627,000         17,627,000
30             RAAC 2006-SP1             76112B3F5      Ml           9,069,000         21,069,000
3]             RAAC 2006-SPJ             76112B3G3      M2         11,449,000          17,173,000
32             RAAC 2007-RP1             74977VAA7       A           1,700,000        281,521,000
33             RAAC 2007-RP2             74919WAA2       A           2,480,000        215,883,000
31             RAAC 2007-RP4             74919LAD0       A           3,000,000        177,410,000
35             RAAC 2007-RP4             74919LAE8      Ml           9,000,000         25,513,000
36             RAAC 2007-SP1             74978AAF7      M3           1,400,000          6,788,000
37             RAAC 20G7-SP2             74919XAF9       A3          2,828,640         19,286,000
38             RAAC 20O7-SP2             74919XAG7      Ml         17,049,000          23,049,000
39             RAAC 2007-SP2             74919XAHS      M2           5,000,000         17,961,000
40             RAAC 2007-SP3             74978FAH2      A2          4,000,000          35,087,000
41             RAAC 2007-SP3             74978FAB5      Ml          8,000,000          24,496,000
42             RAU 2004-QA1              76U0HRN1       Ml          4,226,000           4,226,000
43             RALI 20O4-QA1             76110HRL5      Al         22,000,000         134,525,000
44             RAtl 2004-QA3             76110HXU8      Ml          6,401,000           6,401,000
45             RALI 2004-QA6             76210HJ26      Ml         14,408,900          14,408,900
46             RALI 20O4-QR1             76110HB99      A5         20,054,123          20,054,123
47             RALI 2004-QS1             7G110HPQ6      Al         19,000,000         215,000,000
48             RALI 2004-QS2             76110HQP7      AV        292,339,189         292,339,189
49             RALI 2004-QS2             76110HQM4      CB          7,425,000         216,837,000
50             RALI 2004-Q53             76110HRC5      AV        207,818,903        207,818,903
51             RALI 2DD4-QS3             76110HRA9      CB          6,600,000        148,325,000


                                                                      Prepared by Talcon Franklin RC
                                                                                       June 11. 2012
                                                                                         Page 1 ol11
       12-12020-mg     Doc 319-3   Filed 06/11/12 Entered 06/11/12 22:24:05           Exhibit 3
                                           Pg 117 of 126



             EXHIBIT F to Plan Support Agreement (As of June 11, 2012)

                                                                     Bond Orifiinal      Original Class
                     Deal Name                 CUSIP       Class
                                                                         Face                Face



 52              RALI 2004-QS4              76110HSB6       A7           3,500,000          50,000,000
 S3              RALI 20D4-QS4              76110HS02-      AV         320,597,528         320,597,528
 54              RALI 2004-QS5              76110HSV2       AS           5,000,000         127,754,111
 55              RALI 2DD4-QS5              76110H5V6'      A8          21,109,053          21,109,053
 56              RALI 2O04-QS5              76110HTA7       AV         293,661,892         293,661,892
 57              RALI 20O4-QS7              76110HTX7       A3           6,100,000          24,521,000
 58              RALI 2004-QS7              76110HTYS       A4           5,000,000          25,000,000
 59              RALI 2004-QS8              76110HUY3       AV         271,022,934         271,022.934
 60              RALI 2004-05:10            76110HWF2       A4          58,278,444          '69,278,444
 61              RALI 2004-Q512             76110HYY9       Ml           2,500,000            9,546.300
 62              RALI 2004-QS14             76110MA41       AV         212,904,630         212,904,630
 63              RALI 2005-QS14             7611iaiH2      2A1          43.918,000         115,613,000
 64              RALI 2005-QS14              761118JJ8     3A1          50,000,000         220,000,000
 65              RALI 2005-QS14             7611181L3      3A3           8,500,000         104,601,000
 66              RALI 2004-QS15             76110HF46       AV        213,702,042          213,702,042
 67              RALI 2004:QS15             76110HE47       Al         122,235,023         122,235,023
 68              RALI 2004-0516             76110HJ67      1A2           7,500.000          15,D~0D,0D~0
 69              RALI2005-QA2               76110HT90      NB2           7,150,000          74,851,0~O0
 70              RALI 2005-QA7              76110H7D5      A22           4,000,000         195,652,000
 71              RALI 2005-QA7              76110H7J2      Ml            S.300,000          14,664,000
 72              RALI 2005-QA8              761118BW7      NB3           1.250,000          35,255,000
 73              RALI 2O05-QA9              761116FG8      CBI1         46,241,000          82,941,000
 74             RALI 200S-QA12              76111BMY1      CB1           7,865,000 •        72,839,000
 75             RALI 2Q05-QA12              761118NC8      NB5          15,959,000          41,969,000
 76              RAL120DS-QO1               761118EN4       Al          31,800,000         338,917,000
 77              RAU 20D5-QO1               761118EP9       A2           8,542,500          so,ooa,ooo
 78              RALI 2O05-QO4              761118NN4      2A1          25,000,000         290,287,000
 79              RALI 2005-QS1              76110HP45       A5          25,378,000          76,378,000
 80              RALI 2005-QS2              76110HQ69       Al          15.300,000         17l;752,ODO
 81              RALI 2005-QS2              76110HR35                 212,988,702          212,988,702
                                                           AV
 82              RALI 2005-OS3              76110HY60      1AV        371,599,754          37i;599,754
 S3              RALI 2005-QS4              76110H3V9      AV         211,687,240          211,687,240
 84              RALI 2005-055              76110H2Z1      A3           20,000,000         '83,591,000.
 85              RALI 2005-055              76110H2Z1      A3          83,591,000           83,591,000
 86              RALI 3005-QS6              7611DH5K1      A5           12,787,000          12,7B7,000
 87'             RALI 2O05-QS6              76110H5P0      AP              902,809             902,809
 88              RALI 2005-QS6              76110HSQ8      AV         26S,ld4,243          265,144,243
 89              RALI 2DQ5-QS7              761118AA6      Al            7,000,000         148,100,000
 90              RALI 2005-QS8              76110H6S3      AV         104,0711255          104,071,255
 91              RALI 2O05-QS9              761118AU2      Al          35,000,000         133,249,500
 92              RALI 20O5-QS9              761118AW8      A3            6,124,750          75,233,360
 93              RALI 2005-059              761118AX6      A4          93,624,750         183,249,500
 94              RALI 2005-Q59              76n'l8AZl      A6            3,938,000          37,098,000
 95             RALI 2OO5-QS10              761118CX4      3A1           7,500,000        105,149,000
 96             RALI 2005-QS10              761118CY2      3A2           7,500,000        105.149,000
 97             RALI 2005-QS10              761118DB1      AP            1.864,997           1,864,997
 98             RALl'2005-Q510              76111BDC9      AV         265,747,521         265,747,522
 99             RALI 2005-QS12              761118DY1      All           3,034,741           4,294,741
100             RALI 2005-QS13              761118GS1      1A1           6,400,000          60,000,000
101             RALI 200S-QS13              761118GX0      1A6         35,900,000           73,261,000
102             RALI 2O05-QS13              761118HA9      2A1         20,000,000         139,000,000


                                                                          Prepared by Talcotl Franklin P.C.
                                                                                            June 11, 2012
                                                                                              Page 2 •[ 11
       12-12020-mg     Doc 319-3   Filed 06/11 /12 Entered 06/11 /12 22:24:05         Exhibit 3
                                           Pg 118of126



             EXHIBIT F to Plan Support Agreement (As of June 11, 2012)

                                                                      Bond Original     Original Oass
                     Deal Name                 CUSIP        Class
                                                                         Face                Face


103              HALI 2005-QS13              761118HB7       2A2         82,000,000        139,000,000
104              RALI 2005-Q513              761118HC5       2A3         40,050,000        130,000,000
105              RALI 200S-QS14              761118JH2       2A1         43,918,000        115,613,000
106              RALI 2005-QS14              761118JJ8       3A1         50,000,000        220,000,000
107              RALI 2005-QS14              761118JL3       3A3          8,500,000        104,601,000
108              RALI 2005-0514              761118JP1      .2AP          7,998,674           7,998,674
109              RALI 2O05-QS14             761118JM1        1AP          1,302,649           1,302,649
110              RALI 2O05-Q515              761118KG2       1A           3.000,000         66,099,000
111              RALI2O05-QS15               76111BKH0       2A          25,000,000         43,296,000
112              RALI 2005-QS15              761118KJ6       3A          25,000,000       .269,638.000
113              RALI 2005-Q516             76111BMA3        Al          50,000,000        132,500,000
114              RALI 200S-QS16             76111SMB1        A2          50,000,000        228,000,000
115              RALI 2005-QS16             761118MF2        A6          14,504,565         14,504,565
116              RALI 2005-QS16             761118MJ4        A9          94,233,000         94,233,000
117              RALI 2005-QS17             761118PQ5        Al          10,000.000         49,665.000
118              RALI 2005-QS17              761118PR3       A2          25,000,000         25,000,000
119              RALI 2O05-QS17              76111BPS1       A3          10,000,000         25,000,000
120              RALI 20O5-QS17              761118PT9       A4          25,000,000         25,000,000
121              RALI 2O05-QS17             761118PV4        A6          21,443,500         21,443,500
122-             RALI 2005-QS17              761118PZ5      A10          12,901,450        162,694,000
123              RALI 200S-QS17             761118QA9       All          18,000,000         20,000,000
124              RALI 200S-QS3              76110HX61       1A21        98,000,000         167,418,000
125              RALI 20O5-QS14             761U8JM1        1AP           1,302,649          1,302,649
126              RALI 2006-QA1              761118TB4       A21           3,692,000        318,919,000
127              RALI 2006-QA2              761118TU2       3A1           2,600,000         30,306,000
128              RALI 2006-QA3              75114RAD7        Al         15,000,000         304,755.000
129              RALI 2006-QA8              74922QAA0        Al           1,970,912        215,014,000
130              RALI 2O06-QA8              74922QAB8        A2         25,800,000         484,943,000
131              RALI 2O06-QA9              75115VAA3        Al           9,425,000        314,545,000
132             RALI 2006-QA10              74922NAB5        A2           5,161,941        230,607,000
133              RALI 2006-QH1              75115GAA6        a"i        74,315,000         192,035,000
134              RALI 2006-QH]              75115GAB4        A2         12,500,000          80.014,000
135              RALI 2006-QH 1             75115GAC2        A3         10,000,000          48,009,000
136              RALI 2O06-QO1              761118RM2       3A1         82,758,000        309,242,000
137              RALI 2006-QO1              761118RNO       3A2           8,000,000        128,851.000
138             RALI 2006-QO2               761118VY1        Al         25,000,000        370,542,000
139              RALI 2006-QO3              761118WP9        Al         20,000,000        359,391,000
140              RALI 2006-QO3              761118WQ7        A2          5,000,000        149,747,000
141              RALI 2006-QO3              761118WRS        A3         14,848,000          89,848,000
142              RALI 2006-QO5              75114HAJ6       3A3         16,094,000          32,687,000
143              RALI 2O06-QO5              7S114HAD9       2A1         20.000.000        237,255,000
144              RALI 20D6-QO5              75114HAK3       3A4          5,649,000          36,385,000
145              RALI 2006-QOS              75115FAC4       1A2A        82,653,000        132,653,000
146             RALI 2006-Q010              751153AA5        Al        113,214,920        492,055,000
147              RALI 2006-QS1              7611185B5        A3          6,500,000        108,134,000
148              RALI 20O6-QS1              761118SE9        A6         11,343,992          11,343,992
149              RALI 2006-051              761118SJ8       AP           2,784,565           2,784,565
ISO              RALI2O06-QS2               761118UK2       1A4         14,457,800         14,457,800
151              RALI 2006-QS2              761118UR7       1A10        60,000,000        105,672,000
1S2              RALI 2006-QS2              761118V07       1AP          3,239,836           3,240,432
153              RALI 2006-QS2              761118VF2       2AP          1,618,278           1.623,637


                                                                          Prepared by Talcotl Franklin P.C.
                                                                                            June 11, 2012
                                                                                              Page 3 ol 11
       12-12020-mg     Doc.319-3   Filed 06/11/12 Entered 06/11/12 22:24:05          Exhibit 3
                                           Pg 119 of 126



             EXHIBIT F to Plan Support Agreement (As of June 11, 2012)

                                                                     Bond Original      Original Class
                     Deal Name                CUSIP        Class
                                                                        Face                Face


154              RALI 2006-QS2              761118VG0       2AV        131,448,942        131,448,942
155              RALI 2006-QS3              76111BXN3      1A10         10,680,000         92,341,000
156              RALI 2006-053              761118XP8      1A11         49,722,000         49.722,000
1S7              RALI 2O06-QS4              749223AB8       A2          33,505,000        198,487,000
158              RALI 2006-Q.S4             749228AD4       A4           7,500,000         70,01 i;ooo
159              RALI 2006-QS4              749228AE2       A5           3,940,000         40,000,000
160              RALI 2006-QS4              749228AH5       A8          32,000,000         4i;oio,ooo
161              RALI 2006-Q54              749228AJ1       A9          12,000,000        199,950.000
162              RALI 2006-QS4              749228AM4      A12          12,380,000         72,867,000
163'             RALI 2006-Q54              749228AN2       AP           1.376,144           1.376,144
164              RALI 2006-QS5              75114TAC5       A3          39,129,000         96,590,000
165              RALI 2006-QS5              75114TAF8       A6          21,193,500         43,630,000
166              RALI 2006-QS6              74922EAN9      1A13          1,895,000         33,564,0D0
167              RALI 2006-Q56              74922EAQ2      1A15         12,819,000         16,769,000
166              RALI 2O06-QS6              74922EAR0      1A16         12,623,750         47,495,000
169              RALI 2006-QS6              74922EAL3      1A11        53,101,000          53,101,000
170              RALI 2006-Q56              74922EAT5      2A1           3.230,000         99,917,000
171              RALI 2006-QS6              74922EAX7      2AV        106,652,100         106,652,100
172              RALI 2006-QS7              748940AC7       A3         67,018,000          75,009,000
173              RALI 2006-QS7              748940AD5       A4         39,115,000         193,750,000
174              RALI 20D6-QS7              748940AE3       A5         76,050,000         193,750,000
175              RALI 2O06-Q58              75115AAA9       Al         78,130,000         315,600,000
176              RALI 20O6-Q58              75115AAD3       A4         26,405,000         348,750,000
177              RALI 2006-QS8              7511SAAE1       AS        348,750,000         348,750,000
178              RALI 2006-QS9              7511SCAC1      1A3           3,000,000         86,000,000
179              RALI 2006-059              7S115CAD9      1A4           9,000,000         15,354,000
180              RALI 2006-059              75115CAF4      1A6         25,000,000          25,000,000
181              RALI 2O06-QS9              75115CAL1      LAI 2         2,900,000         33,477,650
182             RALI 2006-QS1O              751155AA0       Al         20,100,000         150,000,000
183             RALI 2O06-QS10              751155AD4       A4         14,350,000          61,400,000
184             RALI 2006-0510              751155AG7       A7         24,638,000          24.638,000
185             RALI 2OO6-QS10              7S1155AJ1       A9         13,520,615.         63,5~20,615
186             RALI 20O6-QS11              75115EAD5      1A4          5,600,000          67.838,000
187             RALI 20O6-QS12              751151AA9      1A1         15,000,000         100,000,000
188             RALI 2006-QS12              7511S1AG6      2A3          3,000,000          40,000,000
189             RALI 2006-QS12              751151AX9      2A18        40,072,903          49.972,903
190             RALI 2006-QS13              75115DAK1      1A10        16,000,000          19,338,000
191             RALI 2006-QS14              74922GAA2       Al          8,350,000          50,000,000
192             RALI 2006-0514              74922GAT1      A18         30,113,677          30,113,677
193             RALI 20O6-QS15              74922YAA3      Al          20,000,000         350,192,000
194             RALI 2006-0516              74922 LAD5     A4          43,131,000          43,131,000
195             RALI 2006-QS16              74922LAG8      A7          18,563,000        130,735,000
196             RALI 2006-QS16              74922LAH6      AB           6,092,000           6,092,000
197             RALI 2006-QS16              74922LAJ2      A9           2,015,000          10,550,000
198             RALI 2006-QS16              74922LAK9      A10         29,373,000        180,140,000
199             RALI 2O06-QS16              74922LAL7      All         15,040,000          15,540,000
200             RALI 2O06-QS17              74922SAD0      A4          21,500,000          45,000,000
201             RALI 2006-QS17              749225AE8      A5         177,061,000        18"7,O61,O0O
202             RALI 2006-QS17              74922SAH1      A8          28,792,000          28,792,000
203             RALI 2006-QS18              74922RAX8      3AV        104,211,499        104,211,499
204              RALI 2O07-QA2              74922PAA2      Al         110,000,000        150,000,000


                                                                         Prepared byTalcoB Franklin P.C.
                                                                                           June 11. 2012
                                                                                             Page 4 of 11
      12-12020-mg     Doc 319-3   Filed 06/11 /12 Entered 06/11 /12 22:24:05         Exhibit 3
                                          Pg 120 of 126



            EXHIBIT F to Plan Support Agreement (As of June 11,2012}

                                                                     Bond Orieinal      Orieinal Class
                    Deal Name                 CUSIP        Class
                                                                         Face                Face



205             RALI 2O07-QA2               74922PAC8       A3          38,900,000         162,808,000
206             RALI 2007-QA3               74923XAA4       Al          50,000,000         368,210,000
207             RALI 2007-QH1               74922HAC6       A3           1,500,000          74,364,000
208             RALI 2007-QH2               74922JAC2       A3          30,000,000          49,454,000
209             RALI 2007-QH2               74922JAB4       A2          17,500,000          82,422,000
210             RALI 2DQ7-QH3              74922WAA7        Al          50,000,000         198,727,000
211             RALI 2O07-QH3              74922WAB5        A2          20,000.000          82,803,000
212             RALI 2O07-QH3              74922WAC3        A3          20,000,000          49,682,000
213             RALI 2O07-QH4               74922TAC0       A3          56,537,000          56,537,000
214             RALI 2007-QH5               75116EAA0       All          3,478,590         195,147,000
215             RALI 2007-QH6              74922AAA5        Al          25,000,000         336,244,000
216             RALI 2007-QH7               75115LAA5       1A1         30,000,000         120,952,000
217             RALI 2007-QH9               749241AA3       Al         120,220,000         452,924,200
218             RALI 2007-QO1              75115YAA7        Al          15,000,000         343,670,000
219             RALI 2O07-QO1               75115YAC3       A3           6.200,000          85,910,000
220             RALI 20D7-Q02              75116AAA8        Al         102,221,000         388,219,000
221             RALI 2007-QO3              74923TAA3        Al          77.329.000         162,302,DOO
222             RALI 2007-QO4               74923LAB8      A1A          44,479,000         146,700,000
223             RALI 2007-Q04               74923LAA0       Al          74,176,000         125.568,000
224             RAU 2007-051               74922KAA3        1A1         23,992,135         147,627,000
225             RALI 2007-QS1              74922KA61        1A2        104,191,250         166,706,000
226             RALI 2007-QS1              74922KAD7        1A4         19,978,000          63,255,000
227             RALI 2007-QS1              74922KAH8       2A2             390,000         400,296,500
228             RALI 2007-QS1              74922KAM7       2A6          16,496,000         113,238,400
229             RALI 2007-QS1              74922KAN5       2A7           2,000,000            2,558,600
230             RALI 2007-QS1              74922KAR6       2A10         60,194,000          88,250,000
231             RALI 2007-Q52              74923CAA0        Al          17,775,000          20,000,000
232             RALI 2007-QS2              74923CAB8        A2           8,770,000           8,800,000
233             RALI 2007-QS2              74923CAF9        A6           4,285,000         100,000,000
234             RALI 2007-053              75116BAA6        Al         254,000,000         300,000,000
235             RALI 2007-053              75116BADO        A4          19,620,000          19,620,000
236             RALI 2007-QS5              749231AA5        Al         32,782,000           73,592,000
237             RALI 2007-QSS               74923JAE7       A5          12,049,000         100,132,000
238             RALI 2007-055              71923JAH0        A8          40,000,000         100,132,000
239             RALI 2007-QS6              75116CAA4        Al         33.800,000          175.000,000
240             RALI 2O07-QS6              75116CAB2        A2           4,672,000          21,000,000
241             RALI 2007-QS6              74922UAE3        A5         30,000,000           35,643,000
242             RALI 2007-QS6              75116CAF3        A6         38,569,000          103,569,000
243             RALI 2007-056              75116CAN6       A13           6.267,536           6,267,536
244             RALI 2007-Q56              7S116CBD7       A2S           6,300,000        187,421,000
245             RALI 2O07-QS6              7S116CBE5       A29           4,800,000        187,421,000
246             RALI 20O7-Q56              75116CBW5       A45         32,105,874           56,475,000
247             RALI 2007-Q56              75116CCP9       A62          8,377,000           38,377,000
248             RALI 2007-C56              75116CDE3       A77          3,026,250           3,026,250
249             RALI 2007-Q56              75116CEF9       A102        20,000,000         103,569,000
250             RALI 2007-057              74923WAK4       2A1         30,000,000         238,127,000
251             RALI 2007-058              74922UAH6        A8         19,375,000          48,375,000
252             RALI 20D7-QS9              75116FBH1       A33         23,000,000         627,984,000
253             RALI 2008-QR1              74925FAD5       1A4          9,300,000           14,920,000
254            RAMP 2004-RS1               760985N98       MII2        12,000,000           54,000,000
255            RAMP 2004-RS1               760985P54       MII6         3,500,000           13,500,000


                                                                          Prepared by Talcott Franklin P.C.
                                                                                            June 11, 2012
                                                                                              Pa_B5ol11
      12-12020-mg     Doc 319-3   Filed 06/11/12 Entered 06/11/12 22:24:05          Exhibit 3
                                          Pg 121 of 126



            EXHIBIT F to Plan Support Agreement (As of June 11, 2012)

                                                                    Band Orieinal      Orieinal Class
                    Deal Name                CUSIP        Class
                                                                       Face                Face


256             RAMP 20D4-RS2              7609B5R37      Mill         14,000,000         46,500,000
257             RAMP 2004-R54              7609852Y6       AI6          2,800,000          37,300,000
258             RAMP 20O4-RS5              7609854B4       AI6         11,000,000         40,000,000
259             RAMP2004-RS7               7609857F2       AI6         22,500,000         40,000,000
260             RAMP 2004-RS8              76112BAD2       AI4         15,000,000         47,894,000
261             RAMP 2004-R58              76112BAF7      AI6           1,750,000         31,325,000
262             RAMP 2004-RS9              76112BCF5      AM           16,300,000         56,800,000
263             RAMP 2004-RS9              76112BCH1      AI6          12,331,000         27,500.000
264            RAMP2004-RS11               76112BFK1      M3           14.500,000         18,500,000
265            RAMP 2004-R511              76112BFL9      M4            5,500,000         18,500,000
266             RAMP 2O04-RS2              76098SQ79      MI3           1,500,000           4,813,000
267             RAMP2004-RS2               7609B5R45      MII2         10,000,000         36,000,000
268             RAMP 2004-RS3              760985V81      M3            5,000,000         10,500,000
269             RAMP 2004-RS4              7609853H2      Mill         45,200,000         64,400,000
270             RAMP 2004-RS4              7609853J8      MII2         21,000,000         37,100,000
271             RAMP 2004-RS5              7609854H1      MII2         10,500,000         30,875,000
272            RAMP 2004-RS5               7609854J7      MII3          4,000,000           8,125,000
273            RAMP 2004-RS6               7609855M9      MI12         11,250,000         33.250,000
274            RAMP 2004-RS6               7609855N7      MII3          4,375,000          8,750,000
275            RAMP 2004-RS7               7609857D7      AI4          10,500,000         87,155,000
276            RAMP 2004-RS7               7609857E5      AI5           2,000,000         55,330,000
277            RAMP 2004-RS8               76112BAN0      MII2          3,750,000         30,250,000
278            RAMP 2004-RSB               76112BAP5      M1I3          8,375,000         12,375,000
279            RAMP 2004-RS9               76112BCG3      AI5         15,000,000          37,700,000
280            RAMP 2004-RS9               76112BCH1      AI6           2,526,000         27,500,000
281            RAMP 20D4-RS9               76112 BCM0     Mill          3.100,000         47,300,000
282            RAMP 2004-RS9               76112BCN8      MII2          6,329,377         37,100,000
283            RAMP 2004-RS9               75112BCQ1      M1I4          4,000,000         15,200,000
284            RAMP 20D4-R510              76112BEF3      M1I4         7,000,000          21,400,000
285            RAMP 2004-R51D              76112BEC0      Mill        30,000,000          68,900,000
286            RAMP 20O4-RS11              76112BFM7      MS          10,875,000          13,875,000
287            RAMP 20O4-RS11              76112BFJ4      M2          21,000,000          48,563,000
288            RAMP 2004-RS12              76112BGE4      MK3          2,200,000          11,200,000
289            RAMP 2004-RZ1               760985U25      All         13,500,000        160,000,000
290            RAMP 20O4-RZ1               760985U33      Ml           4,037,000          23,037,000
291            RAMP 2004-RZ2               7609854S7      AI4         11,530,000          43,700,000
292            RAMP 2004-RZ4               76112BHN3      M7             420.D00           2,100,000
293            RAMP 2004-RZ4              76112BHM5       M6             700,000           2,100,000
294            RAMP 2DD4-RZ4               76112BHQ6       B           2,800,000           2,800,000
295            RAMP 2004-SL1              760985W80       A7          30,552,000        178,552,000
296            RAMP 2004-5L4              76112BGM6       A3           9.040,000         62,893,000
297            RAMP 2004-5L4               76112BGN4      A4           1,280,000          39,137,000
29S            RAMP2005-EFC1               76112BRL6      Ml           9,000,000          54,016,000
299            RAMP 200S-EFC1             76112BRM4       M2           6,000,000          41,765,000
300            RAMP 2O05-EFC1              76112BRQ5      M5           4,000,000          16,706,000
301            RAMP 2O05-EFC1              76112BRR3      M6           5,262,000          17,262,000
302            RAMP 20O5-EFC2              76112BVU1      M6           7,889.000          10,889,000
303            RAMP 200S-EFC2             76112BVW7       M8           3,000,000          10,186,000
304            RAMP 200S-EFC3              76112BYX2      M5           2,000,000         13,293,000
305            RAMP 2005-EFC3              76112BYY0      M6           1,362,728          11,774,000
306            RAMP 2O0S-EFC4              76112BC73      M4           6.196,000         13,196,000


                                                                        Prepareo by Talcott Franklin P.C.
                                                                                          June 11, 2012
                                                                                            PagjeSof 11
       12-12020-mg     Doc 319-3   Filed 06/11/12 Entered 06/11/12 22:24:05          Exhibit 3
                                           Pg 122 of 126



             EXHIBIT F to Plan Support Agreement (As of June.ll, 2012)

                                                                     Bond Orieinal      Orieinal Class
                     Deal Name                CUSIP        Class
                                                                        Face                Face


307             RAMP 2005-EFC5              76112BH45       Ml           6,050,000         27,383,000
308             RAMP 2005-EFCS              76112BH60       M3           1.200,404         16,714,000
309             RAMP 2O05-EFC6              76112BK41       M3          12,500,000         17,000,000
310             RAMP 2005-EFC6              76112BK82       M7           1,000,000         11,449,000
311              RAMP 2005-R51              76112BHX1       AI5          8,100,000         27,B43,000
312              RAMP 2005-RS1              76112BHY9       AI6          2,000,000         22,000,000
313              RAMP 2005-RS1              76112BJH4      MHZ           5,000,000         39,875,000
314              RAMP 2005-RS4              76112BPF1       MS           4,875,000          7,875,000
315              RAMP 2O05-RS6              76112BTV2       M4          16,000,000         21,000,000
316              RAMP 2005-RS6              76112BTX8       M6           9,500,000         16,800,000
317              RAMP 2005-RS7              76112BWX4       M2           3,750,000         12,250,000
318              RAMP 2005-RS7              76112BWY2       M3           5,000,000          6,500,000
319              RAMP 200S-R57              76112BXA3       M5           2,500,000          5,000,000
320              RAMP 2005-R57              76112BXB1      M6            4,750,000          4,750,000
321              RAMP 20D5-RS8              76112BZJ2      Ml           20,000,000         20,283,000
322              RAMP 2005-RZ1              76112BMB3      M4            4,100,000          4,100,000
323              RAMP2005-RZ1               76112BMA5      M3            4,100,000          4,100,000
324              RAMP 2005-RZ2              76112BWG1      Ml          10,000,000          18,615,000
325             RAMP 2005-RZ2               76112BWJ5      M3            3,800,000          7,547,000
326             RAMP 2005-RZ2               76112BWL0      M5            8,050,000          8,050,000
327             RAMP 2005-RZ3               76112BZV9       A2         36,100,000         116,001,000
328              RAMP 2005-SL1              76112BMN7       A3           2,500,000         34,870,100
329              RAMP 200S-SL1              76112BMP2       A4           2,250,000         65,353,000
330              RAMP 2005-SL1              76112BMQ0       A5         10,000,000          60,089,200
331              RAMP 2005-5L2              76112BUX6       A3          2.000,000          29,811,000
332             RAMP 2O06-EFC1              76112BV80      M2          10,980,000          21,960,000
3~33            RAMP 2O06-EFC1              76112BV98      M3            1,435,905         14,335,000
334             RAMP 2006-EFC2              749238AE1      Ml          15,000,000          15,000,ODO
335             RAMP 2006-EFC2              749238AF8      M2           6,600,000          13,200,000
336             RAMP 2006-NC1               76112BX39      Ml           4,360,000          18,700,000
337             RAMP 2006-NC1               76112BX47      M2           6,300,000          16,500.000
338             RAMP 2O06-NC2               75156TAC4      A3           9,600,000          43,831,000
339             RAMP2O06-NC2                75156TAD2      Ml           6,314,799          26,220,000
340             RAMP 2O06-NC2               75156TAF7      M3           2,500,000          14,820,000
341             RAMP2006-NC3                76112B4P2      Ml          10,000,000          19,500,000
342             RAMP 2006-NC3               76112B4Q0      M2          10.000,000          17,680,000
343             RAMP 2006-NC3               76112B4RB      M3           3,500,000          10,140,000
344             RAMP 20O6-RS1               76112BT83      AI2          2,000,000        272,199,000
345             RAMP 2006-RS2               76112B2E9      Ml           5,000,000          18,400,000
346             RAMP 2006-RS3               75156VAD7      M           25,000,000        146,622,000
347             RAMP 2006-RSH              75156WADS       A4           5,067,120          73,839,000
348             RAMP 2006-R54              751S6WAE3       Ml          14,875,000          35,613,000
349             RAMP 2006-RSS               75156YAC3      A3          44,776,000        104,776,000
350             RAMP 20O6-RS5               7S156YAE9      Ml           5,725,000         10,725,000
351             RAMP2006-RZ1                76112BZ45      M3           5,000,000           9,750,000
352             RAMP 2006-RZ1               76112BZ52      M4           9,000,000           9,000,000
353             RAMP 2006-RZ2              75156UAD9       Ml           6,000,000         13.688,000
354             RAMP 2006-RZ2               75156UAE7      M2           4,000,000         11,812,000
355.            RAMP 2O06-RZ3              751S6MAD7       Ml          10.900,000         53,960,000
356             RAMP 2006-RZ3              75156MAE5       M2           3,000,000         26,980,000
357             RAMP 2006-RZ3              7S1S6MAF2       M3           4,620,000         15,620,000


                                                                         Prepared ByTalcon Franklin P.C.
                                                                                           June 11, 2012
                                                                                             Page 7 or 11
      12-12020-mg     Doc 319-3   Filed 06/11 /12 Entered 06/11 /12 22:24:05         Exhibit 3
                                          Pg 123 of 126



            EXHIBIT F to Plan Support Agreement (As of June 11, 2012)

                                                                     Bond Orieinal      Orieinal Class
                    Deal Name                 CUSIP        Class
                                                                        Face                 Face


358             RAMP 2006-RZ5               749239AE9       A3          12,760,000          32,720,000
359             RAMP 2007-RS2               75157DAC8       A3           5,602,000          49.602,000
360             RA5C 2004-KS1               74924PAN2       MII2        17,250,000          3S,7S0,0OO
3G1             RASC 20D4-KS2              76110WWN2       M21          23,000,000         49,000,000
362             RASC 2004-KS2              76110WWP7       M22           4,500,000          38,500,000
363             RASC 2O04-KS3              76110WXF8.      Mill         16,500,000          30,875,DD0
364             RASC 20O4-KS3              76110WXG6       MII2          6,125,000          26,125,000
365             RASC 2004-KS5              76110WYD2        A15          2,642,000          25,450,000
366             RASC 2004-KS5              76110WYN0       MII2         10.750,000         43,750,000
367             RASC 2004-KS6              76110WZN9        AI5          6,000,000         20,617,000
368             RASC 2004-KS6              76110WZV1        MI2          2,750,000           5,500,000
369             RASC 2004-KS6              76110WZW9        MI3          1,000,000           4,000,000
370             RASC 2004-KS6              76110W2X7       Mill          2,300,000         50,000.000
371             RASC 2004-KS6              76110WZY5       MII2         13,500,000         42,0D0,0O0
372             RASC 2004-KS7              76110WA89        AI4          2,500,000         23,900,000
373             RASC 2004-KS7              76110WB54       A2B3          5,000,000         33,400,000
374             RASC 2004-KS8              76110WC61        AI6            195,000         17,300,000
375             RASC 2004-KSB              76110WDS2       Mill          7,800,000         25,600,000
376             RASC 2004-KS8              76110WD60       MII2          2,000,000         20,400,000
377             RASC 20CW-KS9              76110WES1        AI4        11,750,000          .21; 100,000
37B             RASC 2004-KS9              76110WE69        AIS          1,900,000         18,300,000
379            RASC 2004-KS10              76110WG34        Ml         12,500,000          58,500,000
380            RASC 2004-KS10              76110WG59        M3           8,000,000         15,000,000
381            RASC 2004-KS10              76110WG67        M4           4,500,000         10,000,000
382            RASC 2004-KS11              76110WJ49        M2           4,000,000         36,750,000
383            RASC 2004-KS12              76110WK88        Ml         11,860,000          43,400,000
384            RASC2004-K512               76110WK96        M2           3.5O0,00D         27,500,000
385            RASC 2004-XS12              7611OWL20        M3           3,500,000           8,200,000
386            RASC 20O4-KS12              76110WL79        SB           8,250,228           8,250,228
387            RASC 2005-AHL1              76110W4D5        A2         30,100,000         179,926,000
388            RASC 2005-AHL1              76110W4G8        M2           2,632,225         19,564,000
389            RASC 200S-AHL1              76110W4H6        M3           2,184,024         10,498,000
390            RASC 200S-AHL2              76110WSF9        A2         15,000,000         156,469,000
391            RASC2D05-AHL2               76130W5J1        M2          3,526,000          13,626,000
392            RASC 2Q05-AH L2             76110W5K8        M3          2,605,000           9,605,000
393            RASC 2005-AHL3              76110W6L5        A2         58,490,000         187,495,000
394            RASC 2005-AHL3              76110W6P6        M2         13,025,786          15,500,000
395            RASC 2005-EMX1              76110WQ5B        Ml          7,000,000          61,600,000
396            RASC 2005-EMX1              76110WQ66        M2          8.000,000          45,200,000
397            RASC 7O05-EMX1              76110WQ82        M4          5,300,000          10,800,000
398            RASC 2O05-EMX1              76110WQ90        MS          3,000,000          10,800,000
399            RASC 2005-EMX1              76110WR24       M6          10,800,000          10,800,000
400            RASC 2005-EMX1              76110WR40        SB          7,210,111           7,210,111
401            RASC 2005-EMX2              76110W2H8       M2           5,000,000          21,184,000
402            RASC2005-EMX2               76110W2L9       M5           4,175,000          10,592,000
403            RASC2005-EMX2               76110W2M7       M6           8,950,000           9,950,000
404            RASC 2005-EMX2              76110W2N5       M7           3,800,000           9,308.000
405            RASC 2005-EMX2              7611OW2P0       MS           3,500,000           8,345,000
406            RASC 2DQS-EMX2              76110W2S4        SB         21,510,156          21,510,156
407            RASC 2O05-EMX3              75405MAJ3       M4           4,000,000          12,250,000
408            RASC 2O05-EMX3              75405MAK0       M5           2,400,000          11,900^000

                                                                         Prepared by Talcott Franklin P.C.
                                                                                           June 11,2012
                                                                                             Page 6 of 11
      12-12020-mg     Doc 319-3   Filed 06/11/12 Entered 06/11 /12 22:24:05         Exhibit 3
                                          Pg 124 of 126



            EXHIBIT F to Plan Support Agreement (As of June 11, 2012)

                                                                    Band Orieinal      Orieinal Class
                    Deal Name                CUSIP         Pass
                                                                       Face                 Face


409            RASC 2005-EMX3              75405MAL8       M6           2,360,110          11,200,000
410            RASC 200S-EMX3              75405MAQ7       M10            500,000            7,700,000
411            RASC 200S-EMX4              7G110W5X0       A2             210,000         196,158,000
412            RASC 2005-EMX4              76110W5Z5       Ml           2,300,000          20,600.000
413            RASC 2005-EMX4              76110W6A9       M2           5,000,000          18,540,000
414             RASC 2005-KS1              76110WM37       Ml           2,500,000          48,600,000
415             RASC 200S-KS1              76110WM4S       M2           9,000,000          37,080,000
416             RASC 2005-KS3              76110WS80       MB           1,500,000           6,649,000
417             RASC 2005-KS4              76110WU61       Ml           9,740,000          20.927,000
418             RASC 2O05-KS9              754058AJ4       M6           3,750,000           7,750,000
419             RASC 2005-KS10             75405WAB8       1A2            280,000         242,971,000
420             RASC 2005-KS10             75405WAF9       M2           2,500,000          43,659,000
421             RASC 2005-KS10             75405WAG7       M3           7,614,931          25,799,000
422             RASC 2005-KS10             75405WAH5       M4           4,976,000          24,476,000
423             RA5C2005-K511              76110W7D2       Ml          16,680.000          49,680,000
424             RASC2005-KS11              76110W7F7       M3          13,186,098          30,360,000
425             RASC 2O05-KS12             753910AF5       M3           2,500,000          22,425,000
426             RASC 200S-KS12             753910AG3       M4           9,208.000          20,125,000
427             RASC 2005-KS2              76110WN77       M2          10,000,000          28,875,000
428             RASC 2005-KS3              76110WS56       M5             250,000           9,974,000
429             RASC 20D5-KS3              76110WS64       M6           3,481,000           7,481,000
430             RASC 2O0S-KS4              76110WUB7       M3           6,363,000           7,873,000
431             RASC 2005-KS7              76110W3D6       M7           1,250,000           5.801,000
432             RASC 2005-KS8              76110W3T1       M3           1,923,272          23,400,000
433             RASC 2005-KS8              76110W3U8       M4           7,500,000          21,000,000
434             RASC 2005-KS8              76110W3V6       MS           2,993,634          19,800,000
435            RASC 2006-EMX1              75405KAC2       A3         17,073,000           17,073,000
436            RASC 2006-EMX2              75406AAB5       A2         51,000,000          203,139,000
437            RASC 2006-EMX2              75406 AAD1      Ml           9,085,000          23,085,000
438            RASC 2006-EMX2              75406AAE9       M2           6,375,000          21,375,000
439            RASC 2006-EMX3              76113ACA7       A3         16,260,000           29,750,000
440            RASC 20D6-EMX3              76113ACB5       Ml           5,500,000          31,200,000
441            RASC 2O06-EMX3              76113ACD1       M3           2,500,000          16,800,000
442            RASC 2006-EMX4              7S406DAE3       Ml           3,743,000          27,743,000
443            RASC 2006-EMX4              75406DAF0       M2          7,500,000           25.002,000
444            RA5C2006-EMX5               74924QAD2       A4          9,802.000           39,802,000
445            RASC 2006-EMX6              7S4065AC4       A3         37,752,000         106,095,000
446            RASC 2006-EMX6              754065AD2       A4         30,011,000          39,011,000
447            RASC 2D06-EMX7              74924TAD6       A4          4,000,000           30,000,000
448            RASC 2O06-EMX8              74924UAD3       1A4         5,406.000           25,406,000
449             RASC 2006-KS1              76U3AAE1        A3         15,170,000         170,300,000
450             RASC 2006-KS1              76113AAJ0       M3          4,131,457          16,768,000
451             RASC 2006-KS2              75406BAD9       A4          5,000.000          56,557,000
452             RASC 2006-KS2              75406BAE7       Ml          4,621,786          38,000,000
453             RASC 2006-KS3              7611EABi9       AI4         7,903,000          79,903,000
454             RASC 2D06-KS3              76113ABL4       Ml         10,000,000          43,700,000
455             RASC 20O6-KS3              76113ABM2       M2          4,825,000          40.825,000
456             RASC 2006-KS3              76113ABP5       M4          5.000,000          20,700,000
457             RASC 2O07-KS4              74924NAB3       A2         11,775,000          29,400,000
458             RASC 2006-KS4              75406EAC5       A3          5,100,000         104,883,000
459             RASC 2006-KS4              75406EAD3       A4         10,000,000          59,038,000


                                                                         Prepared by Talcotl Franklin P.C
                                                                                           June 11, 2012
                                                                                             Page 9 of 11
      12-12020-mg     Doc 319-3   Filed 06/11/12 Entered 06/11/12 22:24:05          Exhibit 3
                                          Pg 125 of 126



            EXHIBIT F to Plan Support Agreement (As of June 11, 2012)

                                                                    Bond Original      Orieinal Class
                    Deal Name                CUSIP        Class
                                                                       Face                Face


460             RASC 2006-KS4              75406EAE1       Ml          15,000,000          26,614,000
461             RASC 2006-KS4              7S406EAF8       M2          16,000,000         24,863,000
462             RASC 2006-KS4              7S4Q6EAG6       M3           3,000,000         14,358,000
463             RASC 2O06-KS6              75406WAE1       Ml           5,000,000         20,685,000
464             RASC 20O6-KS6              7S406WAF8       M2           6,508,000         18,508,000
465             RASC 2006-KS7              75406XAC3       A3          14,835,000         80,300,000
466             RASC 2006-KS7              75406XAE9       Ml          17,175,000         21,175,000
467             RA5C 2006-KS7              75406XAM1       MS           2,000,000           7,700,000
468             RASC 2006-KSS              74924RAD0       A4           3,000,000         69,063,000
469            RASC2007-EMX1               74924XAD7      A14           5,120,000         46,505,000
470             RASC 2O07-KS1              74924SAK2       M6           2,250,000           6,768,000
471             RASC 2007-KS1              74924SAC0       A3          35,455,000         79,455,000
472             RASC 2007-KS2              74924WAD9      AI4          25,000,000         65,200,000
473             RASC 2007-KS2              74924WAF4      Ml           14,374,990         42,000,000
474             RASC 2007-KS3              74924YAD5      AI4         13,000,000          99,000,000
475             RASC 2007-KS3              74924YAF0      MIS          37,181,000         56,069,000
476             RASC 2007-KS3              74924YAG8      M2S         10,000,000          56,739,000
477             RASC 2007-KS4              74924NAD9       A4           3,500,000         15,275,000
478             RASC 2007-KS4              74924NAE7      MIS           2,750,000         11,250,000
479            RFMS2 2004-HS1              76110VQE1       All        63,000,000         172,125,000
480            RFMS2 200S-HI1              76110VRD2       A5         10,OBO,000          58,080,000
481            RFMS2 2006-HI1              76110VUE6      M8            2,877,000          5,727,000
4S2            RFMS2 2O06-HSA1             76110VTF5       A4            100,000          42,917,000
483            RFMS2 2O06-HSA4             43709WAA1       A             250,000         402,118,000
484             ftFMSI 2004-S2             76111XFY4      IA6         17,500,000          17,500,000
485             RFMSI 2004-53              76111XGT4      M2             456,600             456,600
486             RFMSI 2004-54              76111XHD8      1A3           5,000,000         21,144,000
487             RFMSI 2004-56              76111XLY7      2A4           1,111,000          1,111,000
438             RFMSI 2004- 55             76111XKC6      1AV        322,312,635         322,312,635
489             RFMSI 2004-S6              76111XMX8      1AV        175,743,890         175,743,890
490             RFMSI 2004-56              76111XMZ3      2AV        196.429,039         196,429,039
491             RFMSI 2004-S8              76111XPB3      AV         311,005,474         311,005,474
492             RFMSI 2004-59              76111XQE6      1A2         35,700,000          35,700,000
493             RFMSI 2004-S9              76111XRJ4      1AV        518,853,762         518,853,762
494             RFMSI 200S-S1              76111XSH7      1AV        259,777,920         259,777,920
495             RFMSI 2005-52              76111XTV5      A6          11,600,000          23,484,000
496             RFMSI 2005-S4             76111XUW1       AV         259,355,464         259,355,464
497             RFMSI 2005-55             76111XWW9       AP             472,373             472,374
498             RFMSI 200S-S5              76111XWX7      AV         258.235.737         258,235,737
499             RFMSI 200S-S6              76111XXT5      AV         412,859,739         412,859,719
500             RFMSI 200S-S8              76111XC68      A2           4,200,000          53,873,000
501             RFMSI 20DS-S8              76111XCS4      AP           1.370,905           1,370,905
502             RFMSI 200S-S9              76111XE66      A6          32,000,000          32,000,000
503             RFMSI 20O5-S9              76111XE82      AS           4,486,000          15,986,000
504            RFM5I 2O06-S10              74958DAB4      1A2         11,582,000        101,582,000
505            RFMSI 2006-511              74958FAA1      Al          75,000,000        563.000,000
506            RFMSI 2006-511              74958FAC7      A3           2,360,000          4,643,000
507            RFMSI 2005-SA2              76111XVJ9      3A2            275,000          22,500,000
508            RFMSI 2005-SA3              76111XVZ3      1A          24,010,000        167,651,000
509             RFMSI 2006-51              76111XJ38      1A2          2,000,000          11,928,000
510            RFMSI 2006-512              74958EAC0      2A2          1,325,000        267,085,000


                                                                        Prepared by Talcotl Franklin P.C.
                                                                                          June 11, 2012
                                                                                           Page 10 of 11
       12-12020-mg     Doc 319-3   Filed 06/11/12.      Entered 06/11/12 22:24:05         Exhibit 3
                                          Pg 126 of 126



             EXHIBIT F to Plan Support Agreement (As of June 11, 2012)

                                                                          Bond Orieinal      Orieinal Class
                     Deal Name                  CUSIP            Class
                                                                             Face                Face


 511             RFMSI 2006-512              74958EAZ9           3AV        364,207,747        364,207,747
 512             RFMSI 2006-52                76111XL76           Al          2,500,000        113,005,000
 513             RFMSI 2006-53               76111XN74            Al         66,950,000         76,95O,0DO
 514             RFMSI 2006-S3               76111XPS6            A7         17,500,000        117,000,000
 515             RFMSI 2006-S4               762010AG1            A7         20,200,000         30,300,000
 516             RFMSI 2006-54               762010AMB            AV        153,917,718        313.917,718
 517             RFMSI 2006-S5               74957EAQD           A15          4,362,000         89,735,000
 518             RFMSI 2006-S6               74957VAMI           A12          7.866,700        102,866,700
 519             RFMSI 2006-57               74958AAC8            A3         28.000,000        277,250,000
 520             RFMSI 2006-S7               749S8AAM6           AV         180,000,000        469,651,185
 521             RFMSI 2006-SS               74957XAC9            A3         25,000,000         25,000,000
 522             RFMSI 2006-58               74957XAD7            A4          2,866,667          2,866,667
 523             RFMSI 2006-58               74957XAG0           A7           6,250,000          6,250,000
 524             RFMSI 2006-S9               749S77AA0           Al           2,500,000         42,573,000
 525             RFMSI 2006-SA3              749575AA4            1A          2,9O0,00D         23,588,000
 526             RFMSI 2006-SA3              74957SAD8           2A3         26,150,000         33,150,000
 527             RFMSI 2006-SA3              749575AG1           3A1         11,075,000         92,538,000
 528             RFMSI 2007-S1               749S81AL8           A7          22,000,000         82,000,000
 529             RFMSI 2007-S2               749583AA8           Al          35,058,000         35,058,000
 530             RFMSI 2007-S2               749583A02           A4          39,000,000         65,000,000
 531             RFMSI 2007-52               749583AJ9           A9           4,688,000         44,688,000
532              RFMSI 2007-53               7495SBAK8           1A4         20,000,000         20,000,000
533              RFMSI 2007-54               74958YAA0           Al           4,500,000         30,000,000
534              RFMSI 2O07-S4               74958YAf38          AZ           2,159,643         74,404,000
•535             RFMSI 2007-S4               74958YAE2           AS          14,056,991         60,860,000
536              RFM5I 2007-54               74958YAN2           A14          2,000,000         26,184,000
537              RFMSI 2007-S5               749580AA4           Al         250,000,000        250,000,000
538              RFMSI 2007-S6               762009AK4          1A10         13,500,000         43,184,000
539              RFMSI 2007-S6               762009AL2          1A11          5,285,000         59,2B5,00b
•540             RFMSI 2007-56               762009AR9          1A16           400,000          96,413,000
541              RFMSI 2007-56               762009BB3           2A4        25,000,000          50,233,000
542              RFMSI 2007-S6               762009BK3          2A12        11,115,000          57,750,000
543              RFMSt 2007-58               762O0QAA8           1A1        63,296,800         393,148,400
S44              RFMSI 2007-S9               74958VAB4           1A2          1,425,000          5,400,000
545             RFMSI 2007-SA1               749S8WAB2           2A1         8.575,000        100,DDO,000
546             RFMSI 2007-SA1              74 958 WAG 1         4A         38,604,000          38,604,000
547             RFSC2001-RM2                 760985FR7           Al         35,249,800          75,249,800




                                                                              Prepared by Talcon Franklin P.C.
                                                                                                June 11,2012
                                                                                                 Page 11 of 11
  12-12020-mg   Doc 319-4   Filed 06/11/12 Entered 06/11/12 22:24:05   Exhibit 4
                                      Pg 1 of 11


                                   EXHIBIT 4


                    First Amendment to Plan Support Agreement




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                                                  Pg 2 of 11


                    FIRST AMENDMENT TO PLAN SUPPORT AGREEMENT

     This FIRST AMENDMENT TO PLAN SUPPORT AGREEMENT (this "PSA First
Amendment") is made and entered into as of May 25. 2012, by and between Residential Capital.
LLC ("ResCap") and certain of its direct and indirect subsidiaries (collectively. "Debtors'').' Ally
Financial Inc.. on behalf of its direct and indirect subsidiaries other Lhan                         the Debtors
(collectively. "Ally") and certain holders, and authorized investment managers for holders, of
Securities" backed by mortgage loans held by the Covered Trusts (each a "Consenting Claimant"
and collectively the "Consenting Claimants").

         The Consenting Claimants, together with the Debtors and Ally, are defined collectively
as the "Parties."


                                               BACKGROUND

       WHEREAS, the Debtors, Ally and the Consenting Claimants are Parties lo that certain
Plan Support Agreement, dated as of May 13. 2012. attached hereto as Exhibit A (as it may be
amended, modified, supplemented or amended and restated from time to time, the "Plan Support
Agreement"): and

        WHEREAS, the Parties have agreed thai in order to effectively carry out the purposes of
the Plan Support Agreement and clarify the rights and obligations ofthe Parties thereunder, the
Plan Support Agreement shall be amended to (a) extend the deadline by which ResCap must file
a motion with the Bankruptcy Court seeking approval of and authority to perform under the
RMBS Trust Settlement Agreement and Plan Support Agreement, (b) clarify the Debtors'
obligations regarding any request for permission for the Consenting Claimants to file any
Bankruptcy Rule 2019 disclosures under seal or in redacted form, and (ii) the date on which the
Bankruptcy Court enters an order approving the Disclosure Statement: and (c) clarify certain
other provisions.

                                                AGREEMENT


       NOW, THEREFORE, after good faith, arm's length negotiations, without collusion,
and for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:

1. Amendments to Apreement. The Plan Support Agreement is hereby amended, effective as of
    the date hereof:


     1.1. Amendment to Section 2.1(a). Section 2.1 (a) of the Plan Suppon Agreemenl is hereby
          amended by deleting it in its entirety and inserting the following in lieu thereof:

             "orally present the RMBS Trust Settlement Agreement in court on the Petition Date,
             including the agreed allowed claim amount: file a motion in the Bankruptcy Court as

1Foomoie 1 lo the Plan Support Agreement (as defined below) contains a List ofthe Debions.
*Any capitalized Lenns used but not otherwise defined herein shall have ihe meanings ascribed to such lerms in the
Plan Suppon Agreement.


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                                                 Pg 3 of 11



             soon as practicable, but in no event later than June 11, 2012 for approval ofthe RMBS
             Trust Settlement Agreemenl and the compromise contained therein; and obtain an order
             from the Bankruptcy Court approving such motion by the earlier of (i) July 17. 20I2
             and (ii) the date on which, the Bankruptcy Court enters an order approving the
             Disclosure Statement;"'


    l .2. Amendment to Section 2.1(b). Section 2.1(b) of the Plan Support Agreement is hereby
          amended by deleting it in its entirely and inserting the following in lieu thereof:

             "for 45 days following the date of filing of the motion described in Section 2.1(a). offer
             to all Other RMBS Trusts a settlement of their claims on the same economic terms as
             for the Covered Trusts: and"

    1.3. Amendment to Section 2.2(b). Section 2.2(b) of the Plan Support Agreement is hereby
         amended by deleting il in its entirety and inserting the following in lieu thereof:

             "file a motion in the Bankruptcy Court on or before June 11. 2012 seeking authority to
             perform under this Agreement and to use their commercially reasonable efforts to
             obtain an order from the Bankruptcy Court approving such motion contemporaneously
             with approval oflhe Disclosure Statement:"

    1.4. Amendment lo Section 2.2. Section 2.2 of the Plan Support Agreement is hereby
         amended by deleting everything after "The Debtors also agree to" in the nineteenth
         (19th) line, through the end of Section 2.2 and inserting the following in lieu thereof;

             "support the filing of any Bankruptcy Rule 2019 disclosure required to be filed by the
             Consenting Claimants in the Bankruptcy Case with the amounts and trust-specific
             holdings of each Consenting Claimant redacted, subject to confidential review solely by
             the Court, the Office ofthe United Stales Trustee, any official committee of unsecured
         creditors appointed in the Chapter 11 Cases, and Ally, whether such redaction request is
         made by motion ofthe Consenting Claimants, or as a response to any request by a party
         in interest that such disclosure be made, or that any pleadings/appearances be limited."

    1.5. Amendment lo Section 3.3. Section 3.3 of the Plan Support Agreement is hereby
         amended by deleting it in its entirely and inserting the following in lieu thereof:

        1.5.1. ''The Consenting Claimants collectively hold, or will assemble as of 45 days
             following the date of filing of the motion described in Section 2.1(a). Securities
             representing in aggregate 25% of the voting rights in one or more classes of
             Securities of the Covered Trusts. The Consenting Claimants, collectively, shall
             maintain holdings aggregating 25% of the voting rights in one or more classes of
             Securities of not less than 80% of the Covered Trusts (the "Requisite Holdings")
             until the earliest of: (i) confirmation of the Plan, (ii) December 31. 2012, (iii) a
             Consenting Claimant Termination Event, (iv) a Debtor Termination Event, or (v) an
             Ally Termination Event; provided, however, that any reduction in Requisite
                Holdings caused by exclusion of one or more trusts due to the exercise of Voting
                Rights by a third party guarantor or financial guaranty provider, shall not be


nv-10425ll
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                                               Pg 4 of 11


               considered in determining whether the Requisite Holdings threshold has been met.
               If ihe Requisite Holdings are not maintained, each of Ally and ResCap shall have
               the right lo terminate the Agreement, but neither Ally nor ResCap shall terminate
               the Agreement before each it has conferred in good faith with the Consenting
               Claimants concerning whether termination is warranted. For the avoidance of doubt,
               other than as sel forth above, this Agreement shall not restrict the right of any
               Consenting Claimant to sell or exchange any Securities issued by a Trust free and
               clear of any encumbrance. The Consenting Claimants will not sell any of the
               Securities for the purpose of avoiding their obligations under this Agreement, and
               each Consenting Claimant commits to maintain at least one position in one ofthe
               Securities in one of the Trusts until the earliest of the dates set forth above. If the
               Debtor or Ally reach a similar agreement lo this with another bondholder group, the
               Debtor and Ally will include a substantially similar proportionate holdings
               requirement in that agreement as contained herein.

      1.6. Amendment to Exhibit C. Exhibit C to the Plan Support Agreemenl is hereby amended
           by replacing it with the new exhibil attached hereto as Exhibil 1.

2.    MISCELLANEOUS.

      2.1. Continuing Effect. Except as specifically provided herein, the Plan Support Agreement
           shall remain in full force and effect in accordance with its terms and is hereby ratified
           and confirmed in all respects.

      2.2. No Waiver. This PSA First Amendment is limited as specified and the execution.
           delivery and effectiveness of this PSA First Amendment shall not operate as a
           modification, acceptance or waiver of any provision of the Plan Suppon Agreement,
          except as specifically set forth herein.

3.    OTHER PROVISIONS.


      3.1. Governing Law. THIS PSA FIRST AMENDMENT IS TO BE GOVERNED BY AND
           CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
           YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PRINCIPLES
          THEREOF.


          Further, by its execution and delivery of this PSA First Amendment, each ofthe Parties
          hereto hereby irrevocably and unconditionally agrees that the United States District
          Court for the Southern District of New York shall have exclusive jurisdiction of all
          matters arising out of or in connection with this PSA First Amendment.

      3.2. Separate Counterparts: Legalization. This PSA First Amendment may be executed and
           delivered (by facsimile or otherwise) in any number of identical counterparts, each of
           which, when executed and delivered, shall be deemed an original and all of which
           together shall constitute the same agreement. Except as expressly provided in this PSA
           First Amendment, each individual executing this PSA First Amendment on behalf of a
           Party has been duly authorized and empowered to execute and deliver this PSA First
          Amendment on behalf of said Partv.



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                                           Pg 5 of 11



    3.3. Eniire Agreement. This PSA First Amendment, the Plan Support Agreement and the
         Plan Term Sheet constitute the complete agreemenl between the Parties with respect to
         ihe subject matter hereof and supersedes all prior agreements, oral or written, between or
         among the Parties with respect thereto.

        IN WITNESS WHEREOF, the undersigned parties have executed this PSA First
Amendment as ofthe date first written above.




ny-10425II
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                                               Pg6of 11




 Residential Capital, LLC
 for itself and its direct and:indirect
 subsidiaries




                            *i     HzitvueUteur
Tide:        Se#\eSAS            (LfoWL^JL




nv-]0425tl
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                                     Pg7of 11




                                           -7A f e
                                           Counsel for the Consenting Claimants*
                                           Name: Talcott J. Franklin
                                           Title: Principal, Talcotl Franklin P.C.
                                           Dated: June 11, 2012

                                           * Signed;on behalf of clients specified in
                                           Attachment "A"




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                                           Pg 8 of 11
                                        Atracnment     A




 The clients listed below have given Talcon Franklin P.C: theauthonty to sign the First
 Amendment lo RMBS Trust Settlement Agreement and the First Amendment to Plan
 Support Agreemenl on their behalf. We are seeking Ihe sameauthority from our
 remaining clients who signed ihc Settlement Agreement and Plan Support Agreemenl.




 Talcott J. Franklin
 Attomcv for the clients listed below


 Caterpillar Life Insurance Company
 Caterpillar Insurance Co. Ltd
 Caterpillar Product Services Corporation
 Cedar Hill Mortgage Opportunity Master Fund, L.P.
 Commonwealth Advisors, lnc
 CQS ABS Alpha Master Fund Limited
 CQS ABS Master Fund Limited
 CQS Select ABS Master Fund Limited
 DNB National Bank
 Doublclinc Capital LP
 Ellington Management Group L.L.C.
 Farallon Capital Management, L.L.C.
 First Bank
 First Federal Bank of Florida
 First National Bank of Wynne
 First National Banking Company
 First National Bank & Trust Company of Rochellc, IL
 First Reliance Standard Life Ins Co.
 Heartland Bank
 Knights of Columbus
 Lea County State Bank
 LL Funds LLC
 Northwestern Bank, N.A.
 Peoples Independent Bank
 Perkins State Bank
 Pinnacle Bank of South Carolina
 Reliance Standard Life Ins Co.
 Safety National Casualty Corp.
 Summit Credit Union
 South Carolina Medical Malpractice Liability JUA
 Vertical Capital, LLC
 Wells River Savings Bank
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                                         Pg 9 of 11




         Atly rinancial lnc! on behalfof Ally

         Signature:     P p \_A, Cf^\n^_
         Name: P) l^/M%,           ^ C-ft-^w'f^
         Title:  C .£••>




        By-1042511
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                                     Pg 10 of 11



                                    EXHTBIT 1


                               Amended Milestones




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                                           Pg 11 of 11


                                           EXHIBIT C


                                         MILESTONES


The Debtors' failure to comply with the following milestones will result in a Termination Event
under Section 6 of this Agreement:

    1. Obtain interim approval of debtor-possession financing on or before May 18, 2012.
    2. Obtain final approval of debtor-possession financing on or before 50 days following the
         Petition Date.
    3. Obtain approval of this Agreemenl by the earlier of (i) July 28. 2012 and (ii) the date on
       which the Bankruptcy Court enters and order approving the Disclosure Statement.
    4. Obtain entry of an order from the Bankruptcy Court approving the RMBS Trust
       Settlement Agreement and the compromise contained therein by the earlier of (i) July 17.
       2012 and (ii) the date on which the Bankruptcy Court enters and order approving the
         Disclosure:Stalement.
    5. Obtain approval ofthe Disclosure Statement on or before 90 days following the Petition
         Date.
    6. Obtain approval of proposed bidding procedures for the sales of assets contemplated in
       the Executive Summaries on or before 90 days following the Petition Dale.
    7.   Obtain confirmation ofthe Plan on or before October 31. 2012.
    8.   On or before December 15.2012. the effective date ofthe Plan shall have occurred.




ny-1042511

				
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