schedules · schedule b agency special requirements ..... 1 schedule c schedule of purchased assets...

NY2-710105v3

SCHEDULES ASSET PURCHASE AGREEMENT

Between

OCWEN LOAN SERVICING, LLC

and

RESIDENTIAL CAPITAL, LLC,

RESIDENTIAL FUNDING COMPANY, LLC,

GMAC MORTGAGE, LLC,

EXECUTIVE TRUSTEE SERVICES, LLC,

ETS OF WASHINGTON, INC.

EPRE LLC

and

THE ADDITIONAL SELLERS IDENTIFIED ON SCHEDULE A THERETO

dated as of

November 2, 2012

¨1¤544,+- !_]«

1212020121113000000000163

INDEX OF SCHEDULES

Page

-i- NY2-710105v3

SCHEDULE B AGENCY SPECIAL REQUIREMENTS ............................................................ 1

SCHEDULE C SCHEDULE OF PURCHASED ASSETS AND ASSUMED LIABILITIES ................................................................................................................................. 4

SCHEDULE D DIP FINANCING AGREEMENTS .................................................................... 5

SCHEDULE E PRIVATE INVESTOR SERVICING AGREEMENTS AND SERVICING AGREEMENTS FOR OTHER SERVICED LOANS ............................................ 7

SCHEDULE F AGENCY CONTRACTS ................................................................................... 20

SCHEDULE G KNOWLEDGE OF SELLERS .......................................................................... 24

SCHEDULE H OWNED REAL PROPERTY AND LEASED REAL PROPERTY ................. 25

SCHEDULE I OTHER SERVICED LOANS ............................................................................. 42

SCHEDULE J [RESERVED] ...................................................................................................... 43

SCHEDULE K COMPUTER EQUIPMENT LOCATED AT REAL PROPERTY ................... 44

SCHEDULE L-1 OTHER PURCHASED ASSETS ................................................................... 45

SCHEDULE L-2 CREDITS AND OTHER EXPENSES ........................................................... 46

SCHEDULE M GINNIE MAE LOAN CRITERIA .................................................................... 47

SCHEDULE N OWNED TRANSFERRED IP ........................................................................... 48

SCHEDULE O OTHER ASSUMED CONTRACTS ................................................................. 60

SCHEDULE P MATERIAL CONTRACTS ............................................................................... 61

SCHEDULE Q EXCLUDED CONTRACTS AND ASSETS .................................................... 91

SCHEDULE R MATERIAL EMPLOYEE BENEFIT PLANS ................................................ 100

SCHEDULE S BUSINESS LICENSES .................................................................................... 104

SCHEDULE T DEEMED ELIGIBLE SERVICING AGREEMENTS .................................... 105

SCHEDULE U ETS CONTRACTS .......................................................................................... 127

SCHEDULE 2.15 EXCLUDABLE SERVICING AGREEMENTS ......................................... 138 SCHEDULE 4.3 SELLER CONSENTS AND APPROVALS ................................................. 142

SCHEDULE 4.9(a) MORTGAGE LOAN DATA .................................................................... 168

SCHEDULE 4.9(c) SERVICING ADVANCES DATA FIELDS ............................................ 170

SCHEDULE 5.3 PURCHASER CONSENTS AND APPROVALS ........................................ 171

SCHEDULE 8.3(vi) REQUIRED SELLER CONSENTS ........................................................ 194

SCHEDULE 8.3(viii) NECESSARY PURCHASER BUSINESS LICENSES ........................ 195

1 NY2-710105v3

SCHEDULE B

AGENCY SPECIAL REQUIREMENTS

Freddie Mac Sellers are seeking the consent of Freddie Mac to the transfer of Seller's servicing to Purchaser. In addition to the general requirements for this transfer set forth in the Freddie Mac Single-Family Seller/Servicer Guide, Volume 1 and Volume 2, Master Agreement No. MA11042149, and related Freddie Mac program documents, each as amended and supplemented from time to time, Freddie Mac has identified the following additional requirements: METRIC Benchmark logic Benchmark Timeframe

Loan Modifications Meet 2012 forecast 2,089 If benchmark is not met by end of 2012 then TOB could be triggered

Short Sales/DIL Meet 2012 Forecast 1,538 If benchmark is not met by end of 2012 then TOB could be triggered

*Early Collections Roll Rate

No worse than the average of Past Performance of itself and its synthetic portfolio

19.50% If below tgt 3 consecutive months then TOB could be triggered

*Late Collections Roll Rate



*D60+ Workout to D60+ Inventory



D90+ Loans Past FCL Referral Standard Days

Achieve 50% reduction from Dec 2011 performance within 6 mos

35 If a 50% reduction does not occur within applicable benchmark timeframe then TOB could be triggered

Inventory Past Standard

Maintain current performance as of February 2012 within 6 mos

303 If benchmark is not met within the applicable benchmark timeframe then TOB could be triggered

Fannie Mae: Sellers are seeking the consent of Fannie Mae to the transfer of Seller's servicing to Purchaser. In addition to the general requirements for this transfer set forth in the Fannie Mae Single-Family Selling Guide, the Fannie Mae Servicing Guide, the Mortgage Selling and Servicing Contract, and the Master Agreement MP04456, each as amended and supplemented from time to time, Sellers are subject to the following requirements;

2 NY2-710105v3

1. Regular access of Fannie Mae staff to GMACM facilities to provide oversight on

GMACM’s performance of its servicing duties 2. GMACM shall at all times maintain its servicing performance to the standards set

forth in the Contract and to the following supplemental standards: a. GMACM must maintain a quarterly STAR score exceeding 75 b. No STAR overall operational assessment can result in a rating of “red” c. Any formal servicing compliance review, including, but not limited to SQRR

(f/k/a LARC) and LMQC, must not return an overall risk rating of ‘high’, and GMACM must submit and comply with all related Action Plans timely

d. GMACM will be drafted 50% of billed compensatory fees on the due date, and must submit compensatory fee and servicing repurchase documentation, as well as pay the balance of compensatory fees, within prescribed timelines

e. GMACM must meet at least 85% of the quarterly servicing goal thresholds, measured by monthly progress

f. GMACM shall at all times maintain staffing in servicing functions at levels consistent with pre-filing staffing levels and commensurate with portfolio, including maintaining staffing within each of the separate specific departments

g. GMACM shall provide notice to Fannie Mae of departures of management and other loss of personnel and shall provide a retention plan for servicing employees to prevent departures during the bankruptcy proceedings

h. GMACM shall provide all reporting and other servicing information as reasonably requested by Fannie Mae, including such additional reports that may be requested as needed, as currently permitted under the Contract

i. GMACM will comply with any new programs/directives, and policy changes, including upcoming HAMP/loss-mitigation changes that Fannie Mae requires of all servicers generally, notwithstanding possible additional costs to implement

3. GMACM shall commit to continuation of regularly scheduled engagements with Fannie Mae, such as the monthly Account Performance Reviews at current participation level, including GMACM senior management

4. GMACM shall maintain response times to file requests (for both origination and servicing files) timely (within 30 days) as is current practice and GMACM shall comply with Fannie Mae timelines for appeal letters, identifying “impasse loans”, and for supplying missing docs as well as timely addressing aged repurchase issues

5. GMACM shall post funds to meet margin requirements as may be necessary Ginnie Mae: Sellers are seeking the consent of Ginnie Mae to the transfer of Seller's servicing to Purchaser. In addition to the general requirements for this transfer set forth in the Ginnie Mae MBS Issuer Guide and related documents, each as amended and supplemented from time to time, Sellers are subject to the following additional requirements:

1. Continued compliance with the requirements agreed upon by GMACM, as listed in the July 30, 2009 letter from Ginnie Mae to GMACM

3 NY2-710105v3

2. Enhanced monitoring of GMACM’s servicing functions through on-site visits by Ginnie Mae

3. Weekly reports to Ginnie Mae on the usage levels of GMACM’s debtor in possession (DIP) financing

4. Weekly cash flow statements and projections provided to Ginnie Mae 5. Additional reporting requirements, as proposed by Ginnie Mae, in its sole discretion 6. Execution of an Interim Servicing Agreement, which would become effective

immediately upon extinguishment of GMACM.

4 NY2-710105v3

SCHEDULE C

SCHEDULE OF PURCHASED ASSETS AND ASSUMED LIABILITIES

See the following file(s):

FILENAME DESCRIPTION INTRALINKS

FOLDER Schedule C (2012.08.31).xlsx Schedule of Purchased

Assets and Assumed Liabilities

12.34

5 NY2-710105v3

SCHEDULE D

DIP FINANCING AGREEMENTS Third Amended and Restated Superpriority Debtor-in-Possession Credit and Guaranty Agreement Third Amended and Restated Superpriority Debtor-in-Possession Credit and Guaranty Agreement dated as of May 16, 2012, as amended and restated as of June 29, 2012, as further amended and restated as of August 14, 2012 and as further amended and restated on or around October [__], 2012, among GMACM Borrower LLC, as a borrower, RFC Borrower LLC, as a borrower, Residential Capital, LLC (“ResCap”), GMAC Mortgage, LLC (“GMACM”), Residential Funding Company, LLC (“RFC”), GMACM Borrower Trust, RFC Borrower Trust, and certain subsidiaries of ResCap, as guarantors, GMACM and RFC, as administrators, originators, receivables custodians and servicers, GMACM, as GMACM Servicer, the Lenders party thereto, Barclays Bank PLC, as administrative agent and syndication agent and Barclays Bank PLC, as collateral agent (the “Collateral Agent”). Borrowers Pledge and Security Agreement Borrowers Pledge and Security Agreement to be dated as of May 16, 2012, among GMACM Borrower LLC, RFC Borrower LLC, GMACM REO LLC and RFC REO LLC, as grantors and the Collateral Agent, with GMACM Borrower Trust and RFC Borrower Trust joined thereto by those certain Joinder Agreements dated as of August 14, 2012. Amended and Restated Custodial Agreement Amended and Restated Custodial Agreement dated as of May 16, 2012, as amended and restated as of August 14, 2012, among GMACM Borrower LLC, RFC Borrower LLC, GMACM Borrower Trust, RFC Borrower Trust, Wells Fargo Bank, N.A., as custodian and the Collateral Agent. MSR Security Agreement MSR Security Agreement dated as of May 16, 2012, among GMACM and the Collateral Agent. LOC Security Agreement LOC Security Agreement dated as of May 16, 2012, among ResCap, RFC, RFC Asset Holdings II, LLC, Passive Asset Transactions, LLC, GMACM, Equity Investment I, LLC, certain subsidiaries of ResCap and the Collateral Agent. ResCap Security Agreement ResCap Security Agreement dated as of May 16, 2012, among ResCap and the Collateral Agent.

6 NY2-710105v3

Deposit Security Agreement Deposit Security Agreement dated as of May 16, 2012, among GMACM, RFC, ResCap, GMACM Borrower LLC, RFC Borrower LLC, EPRE LLC, Executive Trustee Services, LLC, ETS of Washington, Inc. and the Collateral Agent. Other Related Agreements GMACM Receivables Purchase Agreement dated as of May 16, 2012, among GMAC Mortgage Servicer Advance Funding Company Ltd., GMACM and GMACM Borrower LLC. GMACM Receivables Pooling and Purchase Agreement dated as of May 16, 2012, among GMACM and GMACM Borrower LLC. GMACM Mortgage Loan Purchase and Contribution Agreement dated as of May 16, 2012, among GMACM and GMACM Borrower LLC. RFC Receivables Purchase Agreement dated as of May 16, 2012, among GMAC Mortgage Servicer Advance Funding Company Ltd., RFC and RFC Borrower LLC. RFC Receivables Pooling and Purchase Agreement dated as of May 16, 2012, among RFC and RFC Borrower LLC. RFC Mortgage Loan Purchase and Contribution Agreement dated as of May 16, among RFC and RFC Borrower LLC. Trust Agreement dated as of August 13, 2012, among GMACM Borrower LLC, as beneficial owner and U.S. Bank Trust National Association, as owner trustee and Delaware trustee. Trust Agreement dated as of August 13, 2012, among RFC Borrower LLC, as beneficial owner and U.S. Bank Trust National Association, as owner trustee and Delaware trustee. Assignment Agreement dated as of August 14, 2012, among RFC Borrower LLC, RFC Borrower Trust and the Collateral Agent. Assignment Agreement dated as of August 14, 2012, among GMACM Borrower LLC, GMACM Borrower Trust and the Collateral Agent. AFI Mini-DIP Eighth Amendment to the Amended and Restated Loan Agreement (Line of Credit Agreement) dated as of May 16, 2012, among RFC and GMACM, as borrowers, ResCap and certain subsidiaries of ResCap, as guarantors, Ally Financial Inc., as initial lender and lender agent and the Lenders party thereto.

7 NY2-710105v3

SCHEDULE E

PRIVATE INVESTOR SERVICING AGREEMENTS AND SERVICING AGREEMENTS FOR OTHER SERVICED LOANS

Primary and Sub-Servicing Agreements See the following file(s):


FOLDER Primary and Subservicing Agreements_Schedule E-1_10.19.12.xls

Primary and Sub-servicing agreements

12.34

Master Servicing Agreements The following are agreements with investors:

Dataroom Index # Title

12.7.10.1 1st 2nd Client Contract 50 Spring Street, Cresskill, NJ, 07626

12.7.10.2 Amegy Client Contract 04-30-02 4576 Research Forest Dr., The Woodlands, TX 77381

12.7.10.3 American Home Mtg Assumption - Marina Mortgage Client Contract 09-29-00

1525 S. Beltline Rd., Coppell, TX, 75019

12.7.10.4 Bank-Fund Staff FCU Seller & Servicer Contracts 02-15-89

1750 H ST. NW , Suite 200, Washington DC, 20006

12.7.10.5 B of A Flow MLSSA with RFC 12-1-06 (798, 986, S48)

150 North College St., Charlotte, NC 28255

12.7.10.6 Branch Banking & Trust Client Contract Addendum 07-31-98

301 College St, Greenville, SC, 29601

12.7.10.7 Cambridge Savings Bank Servicer Contract 09-23-04

1374 Massachusetts Avenue, Cambridge, MA, 02138

12.7.10.8 Cendant-PHH Client Contract 5-13-98 1 Mortgage Way, Mt. Laurel, NJ 08054

12.7.10.9 Cendant-PHH Client Contract Addendum 3-31-99

1 Mortgage Way, Mt. Laurel, NJ 08054

12.7.10.10 Certificate of name change Cendant to 1 Mortgage Way, Mt. Laurel, NJ 08054

8 NY2-710105v3


PHH 12-16-04

12.7.10.11 Chase Assignment-Assumption Agreement with merger confirmation 07-11-97

270 Park Avenue, New York, NY 10172

12.7.10.12 Chase-Chemical Seller-Servicer Contract 01-04-96


12.7.10.13 CHF to JPMCB 5-1-11 270 Park Avenue, New York, NY 10172

12.7.10.14 CHF-JPMCB acq WMB servicing 9-25-08


12.7.10.15 CitiMortgage Seller-Servicer Contract 03-31-95

1000 Technology Drive MS 313, O'Fallon, MO, 63368

12.7.10.16 Citizens First Wholesale Client Contract 04-13-04

560 Fieldcrest Drive, The Villages, FL, 32162

12.7.10.17 Colonial Savings Seller-Servicer 03-10-95

2626 West Freeway, Fort Worth, TX, 76102

12.7.10.18 Columbia Seller and Servicer Contracts 01-03-86 with addenda

975 Hooper Avenue, Toms River, NJ, 08753

12.7.10.19 Countrywide Seller-Servicer Contract 02-24-93

4500 Park Granada, Calabasas, CA 91302

12.7.10.20 Downey UBS PSA 08012002 200 S. 6th Street, Minneapolis, MN 55402

12.7.10.21 Downey UBS_08012002_amend3 09-01-03

200 S. 6th Street, Minneapolis, MN 55402

12.7.10.22 EMC Mortgage Corp Client Contract 02-01-08


12.7.10.23 First Republic Bank Seller-Servicer Contract 11-01-96

8310 W. Sahara Ave, Las Vegas, NV, 89117

12.7.10.24 FRB NIC - State SB to Fifth Third Bank 5050 Kingsley Drive 1MOC2P, Cincinnati, OH, 45227

12.7.10.25 FRB NIC Columbia HL closure 975 Hooper Avenue, Toms River, NJ, 08753

12.7.10.26 FRB NIC Trust Co Mort renamed SunTrust Mort

1001 Semmes Ave (Mail Code RVW 3032), Richmond, VA, 23224

12.7.10.27 GMACM First Amendment to Servicing Contract 08-28-09

1100 Virginia Drive, Fort Washington, PA, 19034

12.7.10.28 GMACM Recovery Servicing 1100 Virginia Drive, Fort Washington, PA,

9 NY2-710105v3


Agreement Amendment 02-01-09 19034

12.7.10.29 GMACM Recovery Servicing Agreement Amendment 12-20-2011


12.7.10.30 GMACM Seller-Servicer Contract 11-24-92


12.7.10.31 GreenPoint Mortgage Loan Purchase and Warranties Agreement 12-16-05

15000 Capital One Dr., Richmond, VA 23238

12.7.10.32 Guardian Mortgage Company, Inc. Client Contract 10-03-07

100 N. Central Expressway, Suite 190, Richardson, TX, 75080

12.7.10.33 Guidance Residential Client Contract 08-22-05

11107 Sunset Hills Rd., Suite 200, Reston, VA 20190

12.7.10.34 Home Financing Center Seller Contract 05-16-96

806 S. Douglas Road, Suite 580, Coral Gables, FL, 33134

12.7.10.35 Home Financing Center to Servicer Guide 03-10-09

806 S. Douglas Road, Suite 580, Coral Gables, FL, 33134

12.7.10.36 HSBC Mortgage Client Contract 10-03-07

2929 Walden Avenue, Depew, NY, 14043

12.7.10.37 Letter EMC to JPMCBNA 04-22-09 270 Park Avenue, New York, NY 10172

12.7.10.38 Litton Amendment 6.2008-12 2002 Summit Blvd, Suite 610, Atlanta, GA 30319

12.7.10.39 Litton servicing agreement 2002 Summit Blvd, Suite 610, Atlanta, GA 30319

12.7.10.40 Litton_Servicing_08_18_2011 2002 Summit Blvd, Suite 610, Atlanta, GA 30319

12.7.10.41 Litton to Ocwen Acquisition Notice 2002 Summit Blvd, Suite 610, Atlanta, GA 30319

12.7.10.42 Marina Mortgage Seller-Servicer Contract 10-25-94

1525 South Beltiline Rd., Coppell, TX 75019

12.7.10.43 Matrix Financial Services Seller-Servicer Contract 12-13-93

23910 N. 19th Ave., Bldg 4, Suite 68, Phoenix, AZ 85085

12.7.10.44 Midland Loan Services 2000-RS4 Servicing Agreement 12-01-00

10851 Mastin Suite 300, Overland Park, KS, 66210

12.7.10.45 National City Mortgage Company Merger w National City Bank 10_16_08

3232 Newmark Drive Mail Stop B6-YM14-01-7, Miamisburg, OH, 45342

12.7.10.46 NCMC Newco Inc Client Contract 12- 3232 Newmark Drive Mail Stop B6-YM14-

10 NY2-710105v3


21-04 01-7, Miamisburg, OH, 45342

12.7.10.47 Norwest Amendment to Articles of Incorp - Wells Fargo Home Mortgage

6th and Marquette, Minneapolis, MN 55479

12.7.10.48 Norwest Seller-Servicer Contract 01-28-93


12.7.10.49 OCC cert WFHM to WFB 5-10-04 6th and Marquette, Minneapolis, MN 55479

12.7.10.50 Ocwen Letter extending Servicing Agreement 12-15-06

1661 Worthington Road, Suite 100, West Palm Beach, FL, 33409

12.7.10.51 Ocwen Subservicing Agreement with Amendments

1661 Worthington Road, Suite 100, West Palm Beach, FL, 33409

12.7.10.52 PHH AY9 ML Flow PSSA 09-01-06 1 Mortgage Way, Mt. Laurel, NJ 08054

12.7.10.53 PHH X79 ML Flow PSSA 09-29-04 1 Mortgage Way, Mt. Laurel, NJ 08054

12.7.10.54 PHH Z58 Amended and Re-stated ML Flow PSSA 11-01-03

1 Mortgage Way, Mt. Laurel, NJ 08054

12.7.10.55 Provident Funding Associates Client Contract 01-15-03

3750 N. Robertson Blvd, Suite 102, Culver City, CA, 90232

12.7.10.56 RFC GMAC Recovery Agreement 011008X


12.7.10.57 Servicer Guide signed letter for waivers Subservicer contract 02-01-2007


12.7.10.58 Stanford FCU Client Contract 07-30-02 1860 Embarcadero Road, Palo Alto, CA, 94303

12.7.10.59 State SB Seller-Servicer Contract 03-15-93

38 Fountain Square Plaza, Cincinnati, OH 45263

12.7.10.60 SunTrust Mortgage Seller & Servicer Contracts 01-28-86

1001 Semmes Ave (Mail Code RVW 3032), Richmond, VA, 23224

12.7.10.61 Third Federal S & L PSSA to FNMA Guide 04-01-03

7007 Broadway Avenue, Cleveland, OH, 44105

12.7.10.62 TIB Client Contract 03-01-04 350 Phelps Court, Dallas, TX 75356

12.7.10.63 U. S. Bank confirmation 6-29-09 of Downey acq 11-21-08


12.7.10.64 U.S. Bank Client Contract & Assumption 03-05-02


12.7.10.65 Ulster Savings Bank Seller-Servicer Contract 06-30-92

P.O. BOX 337, Kingston, NY, 12402

11 NY2-710105v3


12.7.10.66 Union Bank of CA Client Contract 01-22-04

8155 Mercury Court MC 904, San Diego, CA, 92111

12.7.10.67 Wachovia Mortgage Corp Client Contract 02-04-02 and Addenda


12.7.10.68 Washington Mutual Bank Client Contract 04-23-02 with Addenda


12.7.10.69 Wells Fargo Bank Second Amendment to the Subservicer Contract - execution


12.7.10.70 Wells Fargo Subservicer Contract BH8, BH9, BI1, BI2 with Exhibits 02-01-07 and First Amendment 05-01-07


12.7.10.71 Y01 WAMU Servicing Agreement with HFN 03-01-04


12.7.10.72 CNBA-Citi Mortgage Name Change - 6-1-2012

1000 Technology Drive MS 313, O'Fallon, MO, 63368

12.7.10.73 HFN-RFC to GMACM PIA Recovery Servicing Agreement Final 123108 Executed Signature Page


12.7.10.74 HFN-RFC to GMACM PIA Recovery Servicing Agreement Final 123108


12.7.10.75 NCB to PNCB merger ack 8-26-09 3232 Newmark Drive Mail Stop B6-YM14-01-7, Miamisburg, OH, 45342

12.7.10.76 RFC-HFN-GMACM Subservicing Amendment 3 9-24-07


The following are agreements with sub-servicers:

1. Seller/Servicer Contract, dated March 8, 1994 between Residential Funding Corporation and 1st 2nd Mortgage Company of New Jersey, Inc.

2. New Jersey Exception Amendment to Client Contract dated July 19, 2004 between Residential Funding Corporation and 1st 2nd Mortgage Company of New Jersey, Inc.

3. Seller/Servicer Contract, dated October 25, 1994 between Residential Funding Corporation and Marina Mortgage Company, Inc.

4. American Home Mortgage Corporation Assumption of Obligations of Marina Mortgage Company letter dated May 30, 2002.

12 NY2-710105v3

5. Seller/Servicer Contract, dated February 15, 1989 between Residential Funding Corporation and Bank-Fund Staff Federal Credit Union.

6. Addendum to Client Contract dated July 31, 1998 between Residential Funding Corporation and Branch Banking and Trust Company.

7. Client Contract, dated September 23, 2004 between Residential Funding Corporation and Cambridge Savings Bank.

8. Seller/Servicer Contract dated March 31, 1995 between Residential Funding Corporation and Citicorp Mortgage, Inc.

9. Assumption by Citicorp Mortgage, Inc of Obligations of Source One Mortgage Services Corporation letter dated May 1, 1999.

10. Notification letter of name change of CitiMortgage, Inc into Citibank, NA effective June 1, 2012.

11. Client Contract dated April 13, 2004 between Residential Funding Corporation and Citizens First Wholesale Mortgage Co.

12. Seller/Servicer Contract dated March 10, 1995 between Residential Funding Corporation and Colonial Savings, F.A.

13. Client Contract dated April 30, 2002 between Residential Funding Corporation and Mitchell Mortgage, Company, LLC.

14. Office of the Secretary Certification of Restated Articles of Organization of Mitchell Mortgage Company, LLC to Amegy Mortgage Company, LLC as of February 28, 2005.

15. Seller/Servicer Contract dated December 13, 1993 between Residential Funding Corporation and Matrix Financial Services Corporation.

16. Client Contract dated March 1, 2004 between Residential Funding Corporation and TIB The Independent Bankersbank.

17. Seller/Servicer Contract dated March 15, 1993 between Residential Funding Corporation and State Savings Bank.

18. State Savings Bank name change to Fifth Third Bank on September 21, 1998 as shown on National Information Center (FRB) document.

19. Seller/Servicer Contract dated November 1, 1996 between Residential Funding Corporation and First Republic Savings Bank.

20. Transfer of Assets and Liabilities letter dated September 4, 1997 by First Republic Bancorp, parent of First Republic Savings Bank to First Republic Savings Bank.

13 NY2-710105v3

21. Assumption Letter dated September 23, 1998 by First Republic Bank of Obligations of First Republic Savings Bank.

22. Seller/Servicer Contract dated November 24, 1992 between Residential Funding Corporation and GMAC Mortgage Corporation of Iowa.

23. First Amendment dated as of August 28, 2009 to the Seller/Servicer Contract dated November 24, 1992 between GMAC Mortgage, LLC formerly known as GMAC Mortgage Corporation and Residential Funding Company, LLC formally known as Residential Funding Corporation.

24. Third Amendment dated September 24, 2007 between Homecomings Financial Company LLC, Residential Funding Company LLC and GMAC Mortgage LLC for GMAC Mortgage LLC as successor to Homecomings Financial Network LLC.

25. Recovery Servicing Agreement dated January 1, 2008 between Residential Funding Company, LLC and GMAC Mortgage, LLC.

26. Second Amendment dated December 20, 2011 to the Recovery Servicing Agreement dated January 1, 2008 between Residential Funding Company, LLC and GMAC Mortgage, LLC.

27. Recovery Agreement dated December 31, 2008 between Homecomings Financial Network, LLC, Residential Funding Company, LLC and GMAC Mortgage, LLC.

28. Signature Page to Recovery Agreement dated December 31, 2008 between Homecomings Financial Network LLC, Residential Funding Company, LLC and GMAC Mortgage, LLC.

29. Client Contract dated October 3, 2007 between Residential Funding Company, LLC, GMAC Bank, GMAC Mortgage, LLC and Guardian Mortgage Company, Inc.

30. Client Contract dated October 3, 2007 between Residential Funding Company, LLC, GMAC Bank, GMAC Mortgage, LLC and HSBC Mortgage Corporation.

31. Seller/Servicer Contract dated January 4, 1996 between Residential Funding Corporation and Chemical Residential Mortgage Corporation (This agreement governs S/S id’s 74, 134).

32. Amendment dated April 1, 1996 between Residential Funding Corporation and Chase Manhattan Mortgage Corporation formally known as Chemical Residential Mortgage Corporation to Seller/Servicer contract dated January 4, 1996 of official notification of Chemical Residential Mortgage Corporation legally changed name to Chase Manhattan Mortgage Corporation who officially changed its name to Chase Mortgage Services, Inc.

33. Notice of Merger and Assignment of Servicing Agreements letter dated April 20, 2011 to merge into JP Morgan Chase Bank National Association.

14 NY2-710105v3

34. State Certificate of Merger dated December 14, 2004 of Chase Manhattan Mortgage Corporation into Chase Home Financing, LLC.

35. Client Contract dated April 23, 2002 between Residential Funding Corporation and Washington Mutual Bank, FA (This Agreement governs S/S ids 686, 994 and 998)

36. Notice of Subservicing Arrangement letter dated October 21, 2009 regarding the acquisition of Washington Mutual Bank by JP Morgan Chase Bank, NA.

37. Servicing Agreement dated March 1, 2004 between Washington Mutual Bank, FA and Homecomings Financial Network, Inc (S/S id Y01 for PIA).

38. Client Contract dated February 1, 2008 between Residential Funding Company, LLC and EMC Mortgage Corporation. (This Agreement governs S/S id E70).

39. Transfer of Servicing Notification letter dated April 22, 2009 from EMC Mortgage Corporation to JP Morgan Chase Bank, National Association.

40. Servicing Agreement dated January 1, 2000 between Residential Funding Corporation and Midland Loan Services, Inc.

41. Servicer Contract dated January 3, 1986 between Residential Funding Corporation and Columbia Equities, Ltd.

42. Certificate of Merger dated December 30, 2004 of Columbia Equities, Ltd into Columbia Home Loans, LLC.

43. Assumption Letter by Columbia Home Loans, LLC of Obligations of Columbia Equities, Ltd dated January 27, 2005.

44. Columbia Home Loans, LLC reestablished as Ocean First Bank effective January 1, 2007 as shown on National Information Center (FRB) document.

45. Client Contract dated May 13, 1998 between Residential Funding Corporation and Cendant Mortgage (This Agreement governs S/S id’s 661, 581 and X38).

46. First Amendment dated March 31, 1999 to Client Contract dated May 13, 1998 between Residential Funding Corporation and Cendant Mortgage.

47. Certificate of Amendment dated December 16, 2004 to change name from Cendant Mortgage Corporation to PHH Mortgage Corporation.

48. Amended and Restated Mortgage Loan Flow, Purchase, Sale and Servicing Agreement dated November 1, 2003 between UBS Real Estate Securities, fka UBS Warburg Real Estate Securities Inc, Cendant Mortgage Corporation and Bishop’s Gate Residential Mortgage Trust, fka Cendant Residential Mortgage Trust (This Agreement governs S/S id Z58).

15 NY2-710105v3

49. Mortgage Loan Purchase, Sale and Servicing Agreement dated September 24, 2004 between Homecomings Financial Network, Inc., Cendant Mortgage Corporation and Bishop’s Gate Residential Mortgage Trust (This Agreement governs S/S id X79).

50. Mortgage Loan Flow Purchase, Sale and Servicing Agreement dated September 1, 2006 between Residential Funding Corporation, PHH Mortgage Corporation and Bishop’s Gate Residential Mortgage Trust, fka Cendant Residential Mortgage Trust (This Agreement governs S/S id AY9).

51. Client Contract dated December 21, 2004 between Residential Funding Corporation and NCMC Newco, INC.

52. Assignment and Assumption Agreement dated December 23, 2004 between National City Mortgage, National City Bank, NCMC Newco, Inc and Residential Funding Corporation.

53. Assignment, Assumption and bill of Sale between National City Mortgage, Company, National City Bank, MCMC Newco, Inc and Residential Funding Corporation changing name from NCMC Newco, Inc to National City Mortgage.

54. Merger Letter dated October 16, 2008 of National City Mortgage into National City Bank.

55. NCB to PNCB merger acknowledgement dated August 26, 2009.

56. Client Contract dated January 15, 2003 between Residential Funding Corporation and Provident Funding Associates, LP.

57. Client Contract dated July 30, 2002 between Residential Funding Corporation and Stanford Federal Credit Union.

58. Servicer Contract dated January 28, 1986 between Residential Funding Corporation and Trust Company Mortgage.

59. Trust Company Mortgage name change to Suntrust Mortgage Inc effective October 1, 1086 as shown on National Information Center (FRB) document.

60. Mortgage Loan Purchase, Sale and Servicing Agreement dated April 1, 2003 between Residential Funding Corporation and Third Federal Savings and Loan Association of Cleveland (Services to the FNMA Guide).

61. Client Contract dated August 22, 2005 between Residential Funding Corporation and Guidance Residential, LLC.

62. Shariah Transaction Amendment dated August 17, 2006 to Client Contract dated August 22, 2005 between Residential Funding Corporation and Guidance Residential, LLC.

16 NY2-710105v3

63. Client Contract dated March 5, 2002 between Residential Funding Corporation and US Bank, NA.

64. Master Loan Purchase and Servicing Agreement dated August 1, 2002 between Downey Savings and Loan Association, FA and UBS Warburg Real Estate Securities, Inc.

65. Third Amendment dated September 1, 2003 to the Master Loan Purchase and Servicing Agreement dated August 1, 2002 between Downey Savings and Loan Association, FA and UBS Warburg Real Estate Securities, Inc.

66. Notification letter from US Bank dated June 29, 2009 of their acquisition of Downey Savings and Loan Association on November 21, 2008.

67. Seller/Servicer Contract dated June 30, 1992 between Residential Funding Corporation and Ulster Savings Bank.

68. Client Contract dated January 22, 2004 between Residential Funding Corporation and Union Bank of California, National Association.

69. Seller/Servicer Contract dated January 28, 1993 between Residential Funding Corporation and Norwest Mortgage Inc.

70. Certificate of Amendment of Articles of Incorporation of Norwest Mortgage, Inc dated April 3, 2003 changing name of entity to Wells Fargo Home Mortgage, Inc.

71. Certification letter from the OCC dated May 10, 2004 of the merger of Wells Fargo Home Mortgage, Inc to Wells Fargo Bank, National Association.

72. Subservicer Contract dated February 1, 2007 between Residential Funding Company, LLC and Wells Fargo Bank, NA (This contract governs S/S ids BH8, BH9, BI1, BI2 and 225 which were loans as part of the MLN transfer).

73. Executed Cover Letter regarding Subservicer Contract dated February 1,2007 between Residential Funding Company, LLC and Wells Fargo Bank, NA.

74. Second Amendment dated November 17, 2010 to the Subservicer Contract dated February 1, 2007 between Residential Funding Company, LLC and Wells Fargo Bank, NA.

75. Client Contract dated February 4, 2002 between Residential Funding Corporation and Wachovia Mortgage Corporation.

76. E-mail notification dated August 12, 2011 of the merger of Wachovia Mortgage Corporation into Wells Fargo Bank, NA.

77. Regulation AB Compliance Addendum dated November 10, 2006 between Residential Funding Company, LLC and Wachovia Mortgage Corporation to Client

17 NY2-710105v3

Contract dated February 4, 2002 between Residential Funding Corporation and Wachovia Mortgage Corporation.

78. Client Contract dated August 18, 2011 between Residential Funding Company, LLC and Litton Loan Servicing, LP.

79. Servicing Agreement dated March 1, 2001 between Homecomings Financial Network, INC and Litton Loan Servicing, LP (PIA contract with Litton).

80. Amendment Number 6 dated October 3, 2008 to the Servicing Agreement dated March 1, 2001 between Homecomings Financial Network, Inc, Residential Funding Company, LLC and Litton Loan Servicing, LP.

81. Notification letter from Litton Loan Servicing dated August 24, 2011 of their acquisition by Ocwen Financial Corporation.

82. Sub Servicing Agreement dated March 1, 1997 between Residential Funding Corporation and Ocwen Federal Bank FSB, a Federal Savings Bank.

83. Eight Amendment dated December 15, 2006 to the Sub Servicing Agreement dated March 1, 1997 between Residential Funding Corporation and Ocwen Federal Bank, FSB, a Federal Savings Bank.

84. Seller/Servicer Contract dated February 24, 1993 between Residential Funding Corporation and Countrywide Funding Corporation.

85. State Certificate notification of name change from Countrywide Funding Corporation to Countrywide Home Loans dated September 24, 2004.

86. Flow Mortgage Loan Sale and Servicing Agreement dated December 1, 2006 between Residential Funding Company, LLC and Bank of America, National Association (This agreement governs S/S ids 798, 986, S48).

87. Greenpoint Loan Purchase and Warranties Agreement dated December 16, 2005 between Residential Funding Corporation and Greenpoint Mortgage Funding, Inc.

The following are agreements with clients:

1. Interim Subservicing Agreement between Homecomings Financial LLC (Servicer) and Carrington Mortgage Services LLC (subservicer) 2006-RFC1, Dated December 17, 2007.

2. Interim Subservicing Agreement between Homecomings Financial LLC (Servicer) and Carrington Mortgage Services LLC (subservicer) 2007-RFC1, Dated December 17, 2007.

3. Services Agreement between Residential Funding Company LLC (Provider) and Aurora Loan Services, Dated March 28, 2011.

18 NY2-710105v3

4. Pooling and Servicing Agreement between Residential Funding Company LLC as Master Servicer and Trust Administrator and MASTR Specialized Loan Trust 2007-01, Dated March 1, 2007.

5. Pooling and Servicing Agreement between Residential Funding Company, LLC as Master Servicer and Trust Administrator and MASTR Specialized Loan Trust 2007-02, Dated June 1, 2007.

6. Statement of Work to Shared Services Agreement between Ally Financial Inc. and Residential Capital, LLC.

7. Sales and Servicing Agreement between GMAC Mortgage Corporation as Master Servicer and Backup Servicer and Terwin Mortgage Trust 2006-HF1 Trust, Dated January 31, 2006.

8. Sales and Servicing Agreement between GMAC Mortgage Corporation as Master Servicer and Backup Servicer and Terwin Mortgage Trust 2005-13SL Trust, Dated November 30, 2005.

9. Sales and Servicing Agreement between GMAC Mortgage Corporation as Master Servicer and Backup Servicer and Terwin Mortgage Trust 2005-9HGS Trust, Dated July 31, 2005.

10. Sales and Servicing Agreement between GMAC Mortgage Corporation as Master Servicer and Backup Servicer and Terwin Mortgage Trust 2005-11 Trust, Dated September 30, 2005.

11. Sales and Servicing Agreement between GMAC Mortgage Corporation as Master Servicer and Backup Servicer and Terwin Mortgage Trust 2005-2HGS Trust, Dated January 31, 2006.

12. Sales and Servicing Agreement between GMAC Mortgage Corporation as Master Servicer and Backup Servicer and Terwin Mortgage Trust 2006-4SL Trust, Dated March 31, 2006.

13. Sales and Servicing Agreement between GMAC Mortgage Corporation as Master Servicer and Backup Servicer and Terwin Mortgage Trust 2006-6 Trust, Dated May 31, 2006.

Executive Trustee Services Agreements

See “ETS Trustee Client Agreements” on Schedule U.

Automobile Servicing Statements of Work

19 NY2-710105v3

Ally Auto Master Servicing Statement of Work (Intralinks location: 12.7.11.15).

Ally Auto Intex Bond Modeling Statement of Work (Intralinks location: 12.7.11.16).

Servicing Guides

Servicing Agreements are also subject to the Fannie Mae Guides, Freddie Mac Guides and the Investor Approvals of Ginnie Mae. Sellers refer investors to those guides, which can be found at www.allregs.com.

Master Servicing Agreements are subject to the RFC guide, which can be found at https://www.gmacrfc.com/investors/.

http://www.allregs.com/

20 NY2-710105v3

SCHEDULE F

AGENCY CONTRACTS I. Ginnie Mae Documents

A. Issuer Agreements

1. Ginnie Mae MBS Issuer Guide, as amended and supplemented from time to time (the “Selling Guide”).

2. Ginnie Mae Form Guaranty Agreement relating to Ginnie Mae I Single-Family (Level Payment) Mortgage-Backed Securities.

II. Freddie Mac Documents

A. Seller/Servicer Agreements

1. Freddie Mac Single-Family Seller/Servicer Guide, Volume 1 and Volume 2, as amended and supplemented from time to time.

2. Freddie Mac Master Seller Servicing Agreement dated March 9, 1989 between Freddie Mac and RFC.

3. Master Agreement No. MA11042149, dated July 22, 2011 (effective through July 31, 2012), between Freddie Mac and GMACM (including Master Commitments M11042149, M11042150, M11042151 and M11042152).

4. Amendments to Master Agreement No. MA11042149, dated September 9, 2011, November 14, 2011, January 12, 2012, and February 15, 2012

5. Freddie Mac Mortgage Insurance Pool Policy Commutation and Mortgage Insurance Commutation Exhibit A, dated January 9, 2012, between Freddie Mac and GMACM.

B. Bulk Loan Transactions

1. Master Commitment T07052549, dated July 3, 2007, between Freddie Mac and GMACM.

2. Master Commitment T06030649, dated March 14, 2006, between Freddie Mac and GMACM.

3. Master Commitment P07043049, dated June 12, 2007, between Freddie Mac and GMACM.

4. Master Commitment T06031349, dated June 14, 2006, between Freddie Mac and GMACM.

21 NY2-710105v3

5. Master Commitment T06081450, dated August 16, 2006, between Freddie Mac and GMACM.

6. Master Commitment T06101851, dated November 2, 2006, between Freddie Mac and GMACM.


8. Master Commitment T06101852 dated November 2, 2006, between Freddie Mac and GMACM.


10. Master Commitment T06120850, dated February 5, 2007, between Freddie Mac and GMACM.

11. Master Commitment T07011049, dated January 17, 2007, between Freddie Mac and GMACM.

12. Master Commitment T07011050, dated January 24, 2007, between Freddie Mac and GMACM.



15. Master Commitment T07052550, dated July 3, 2007, between Freddie Mac and GMACM.


C. Fee-Based Subservicing

[RESERVED]

D. Excess Strip Transactions

1. Freddie Mac Stripped Interest Certificates Series 253, dated September 28, 2007

2. Freddie Mac Stripped Interest Certificates Series 256, dated July 30, 2008

22 NY2-710105v3

III. Fannie Mae Documents

A. Seller/Servicer Agreements

1. Fannie Mae Single-Family Selling Guide, as amended and supplemented from time to time (the “Selling Guide”).

2. Fannie Mae Servicing Guide, as amended and supplemented from time to time (the “Servicing Guide”).

3. Mortgage Selling and Servicing Contract, dated August 9, 2006, between GMACM and Fannie Mae. Addendum to Mortgage Selling and Servicing Contract, dated October 25, 2006. Addendum to Mortgage Selling and Servicing Contract, dated February 26, 2010.

4. Amendment No. 12 to Master Agreement MP04456, dated September 1, 2011, between Fannie Mae and GMACM (renegotiation of the Master Agreement terms including Variances and Special Requirements).

5. Amendment No. 13 to Master Agreement MP04456, dated August 24, 2011, between Fannie Mae and GMACM (amends certain special requirements).

6. Amendment No. 14 to Master Agreement MP04456, dated September 13, 2011, between Fannie Mae and GMACM (amends certain variances).

7. Amendment No. 15 to Master Agreement MP04456, dated October 19, 2011, between Fannie Mae and GMACM (amends certain variances).

8. Amendment No. 16 to Master Agreement MP04456, dated November 7, 2011, between Fannie Mae and GMACM (amends certain variances and master conversion).

9. Amendment No. 17 to Master Agreement MP04456, dated December 15, 2011, between Fannie Mae and GMACM (amends certain variances and master conversion).

10. Amendment No. 18 to Master Agreement MP04456, dated January 12, 2012, between Fannie Mae and GMACM (amends certain special requirements).

11. Amendment No. 19 to Master Agreement MP04456, dated February 14, 2012, between Fannie Mae and GMACM (amends certain variances).

12. Amendment No. 20 to Master Agreement MP04456, dated April 4, 2012, between Fannie Mae and GMACM (amends certain special requirements and master conversion).

13. HSA Home Saver Advance Services Agreement, dated November 18, 2011, between GMACM and Fannie Mae.

B. Bulk Loan Transactions

1. Master Agreement MP04476, dated July 15, 2010, between Fannie Mae and GMACM.

23 NY2-710105v3

C. Excess Strip Transactions

1. Fannie Mae Stripped Mortgage-Backed Securities Trust Number 362, dated August 1, 2007.

2. Fannie Mae Stripped Mortgage-Backed Securities Trust Number 385, dated October 1, 2007.

3. Fannie Mae Stripped Mortgage-Backed Securities Trust Number 390, dated July 30, 2008.

4. Fannie Mae Guaranteed Stripped Mortgage-Backed Securities Trust Number 406, dated March 30, 2011.

D. Fee-Based Subservicing

1. Interim Servicing Addendum to the Mortgage Selling and Servicing Contract, dated August 10, 2007, between Fannie Mae and GMAC Mortgage, LLC.

24 NY2-710105v3

SCHEDULE G

KNOWLEDGE OF SELLERS

Individuals Tom Marano

Steven Abreu

James Whitlinger

Joe Pensabene

Winston Wilkinson

Tammy Hamzehpour

Cathy Dondzila

Erik Ferguson

Tony Harney

Louis Nees

Anne Janiczek

Jeff Weiner

Sonya McCumber

25 NY2-710105v3

SCHEDULE H

OWNED REAL PROPERTY AND LEASED REAL PROPERTY

Owned Real Property

Owner Street Address City State Zip Code GMAC Mortgage, LLC 3451 Hammond Avenue Waterloo IA 50702 EPRE, LLC owns 49% with right to acquire remaining 51%1

6875 Shady Oak Road Eden Prairie MN 55344

Real Property Leases

Lessee

Street

Address

City

State

Zip

Code

Security Deposit

Lease/ Agreement Description

Rent

Sublease in

Effect? GMAC Mortgage, LLC

17470 Pacesetter Way

Scottsdale AZ 85255 $2,100.00 Occupancy Agreement between Advantage Office Suites Princess, LLC and Lessee dated 11-17-2011

* No.

GMAC Mortgage, LLC

60 East Rio Salado Pkwy, 9th Floor2

Tempe AZ 85281 $1,844.00 Office Service Agreement between Regus Management Group LLC and Lessee dated 10-6-2009, Renewal Agreements dated 11-1-2010, 2-1-2011, 8-1-2011, 2-1-2012

* No.

1 See Purchase and Sale Agreement, dated May 9, 2012, between EPRE LLC and Ally Financial, Inc. and related Limited Warranty Deed. * Rent payment is below $100,000.00. 2 Lessee to vacate in January 2013.

26 NY2-710105v3

Lessee

Street

Address

City

State

Zip

Code

Security Deposit


Rent

Sublease in

Effect? Residential Funding Company, LLC

2255 N. Ontario Street #400

Burbank CA 91504 Lease between 2255 Partners, L.P. and Lessee dated October 15, 1999, Amendments dated 2-20-2007, 3-1-2012

$130,509.00 No.

GMAC Mortgage LLC

3200 Park Center Drive, Suites 150 & 400

Costa Mesa CA 92626 Lease between The Irvine Company LLC, as successor to Maguire Properties – Pacific Arts Plaza, LLC and Lessee dated 8-1-2005, Amendments dated 4-2-2006, 11-1-2006, 12-20-2006, 2-17-2011, 3-8-2011, 4-7-2011, 7-5-2011, 9-9-2011, 7-25-2012

* No.

GMAC Mortgage, LLC

2448 Junipero Serra Boulevard

Daly City CA 94015 Sublease between Zonich Inc. and Lessee dated 5-1-2012

* Yes. Lessee is sublessee.

GMAC Mortgage, LLC

655 North Central Avenue, 17th Fl3

Glendale CA 91203 $7,796.00 Office Service Agreement between Regus Management Group LLC and Lessee dated 2-22-2012

* No.

GMAC Mortgage, LLC

11601 Wilshire Blvd., 5th Fl

Los Angeles CA 90025 $20,248.00 Office Service Agreement between Regus Management Group LLC and Lessee dated 2-8-2012

* No.

3 Lessee to vacate in February 2013.

27 NY2-710105v3

Lessee

Street

Address

City

State

Zip

Code

Security Deposit


Rent

Sublease in


2225 East Mayshore Road, Suite 200, Offices 243 & 244

Palo Alto CA 94303 $2,840 Client Services Agreement between PBC Palo Alto, LLC and Lessee dated 9-15-2012

* No.

Homecomings Financial, LLC

1650 Corporate Circle, Suites 100, 150 and 200

Petaluma CA 94954 $40,000.00 (held by LL) $20,522.90 $40,000.00 (held by subLL)

Lease between RNM Lakeville, LLC and HomeComings Financial Network, Inc. dated 12-12-2003, Amendment dated 7-13-2006, Sublease between Lessee and Amy’s Kitchen, Inc. dated 1-22-2009, Amendment dated 1-1-2012; Sublease between Homecoming Financial, LLC and Clover Stornetta Farms, Inc. dated 1-10-20124

$112,329.00 Yes. Lessee is sublessor.

GMAC Mortgage, LLC

1215 K Street, 17th Floor, Offices 1720 and 1721

Sacramento CA 95814 $7,156.00 Office Service Agreement between Regus Management Group LLC and Lessee dated 1-11-2012

* No.

4 Lessor is now PVP Holdings JV, LLC.

28 NY2-710105v3

Lessee

Street

Address

City

State

Zip

Code

Security Deposit


Rent

Sublease in


9635 Granite Ridge Drive

San Diego CA 92123 Memo of Understanding between National Default Servicing, LLC and Lessee, dated 9-16-2009

* No.

GMAC Mortgage, LLC

7676 Hazard Center Drive, Suite 500-33A and B

San Diego CA 92108 $5,099.00 License Agreement between Barrister Executive Suites, Inc. and Lessee dated 8-10-2011 and 8-18-2012

* No.

GMAC Mortgage, LLC

111 N. Market Street Suite 300, Offices #8 and 9

San Jose CA 95113-1116

$1,975.00 Sublease between PBC San Jose, LLC and Lessee dated 4-6-2011, Extensions and Amendments dated 10-25-2011, 4-6-2012

* Yes. Lessee is subtenant.

GMAC Mortgage, LLC

111 N. Market Street Suite 300, Office #10

San Jose CA 95113-1116

$1,088.00 Sublease between PBC San Jose, LLC and Debto, dated 9-8-2011

* No.

GMAC Mortgage, LLC

4040 Civic Center Drive, Suite 200

San Rafael CA 94903 $3,822.00 Office Service Agreement between Regus Management Group LLC and Lessee dated 7-9-2012

* No.

29 NY2-710105v3

Lessee

Street

Address

City

State

Zip

Code

Security Deposit


Rent

Sublease in


1990 North California Blvd., 8th Floor #830, Office 228

Walnut Creek CA 94596-7261

$2,370.00 Client Services Agreement between PBC Walnut Creek, LLC and Lessee dated 4-1-2010, Amendment dated 9-1-2011


GMAC Mortgage LLC

1224 Mill Street, Office 215

East Berlin CT 06023 $1,625.00 Office Service Agreement between Regus Management Group LLC and Lessee dated 3-31-2011, Renewal Agreements dated 2-23-2012, 8-30-2012

* No.

GMAC Mortgage LLC

990 North State Road 434

Altamonte Springs

FL 32714 Sublease between Performance Realty International LLC and Lessee dated 4-16-2012


GMAC Mortgage, LLC

1560 Sawgrass Corporate Parkway, Suite 4015

Fort Lauderdale (Sunrise)

FL 33323 $2,100.00 Office Service Agreement between Regus Management Group LLC and Lessee dated 1-19-2009, Renewal Agreement dated 3-2-2010, 2-1-2011, 12-1-2011

* No.

5 Lessee to vacate in January 2013.

30 NY2-710105v3

Lessee

Street

Address

City

State

Zip

Code

Security Deposit


Rent

Sublease in


1560 Sawgrass Corporate Parkway, Suite 494

Fort Lauderdale (Sunrise)

FL 33323 $1,144.00 Office Service Agreement between Regus Management Group LLC and Lessee dated 12-17-2010, Renewal Agreement dated 12-1-2011

* No.

GMAC Mortgage, LLC

100 West 5th Avenue

Mt. Dora FL 32757 Sublease between Performance Realty International LLC and Lessee dated 4-16-2012


GMAC Mortgage, LLC

111 Second Avenue NE Suite 910

St. Petersburg FL 33701 $593.85 Lease between Kalyvas Group, LLC and Lessee dated 6-29-2012

* No.

GMAC Mortgage, LLC

511 W Bay Street, Suite 350

Tampa FL 33606 $4,578.00 Full Time Office Agreement between Solutions Office Suites, LLC and Lessee dated 3-6-2012, Amendment dated 9-14-2012

* No.

GMAC Mortgage, LLC

1977 Dundee Drive

Winter Park FL 32792 Lease between Performance Realty International LLC and Lessee dated 4-16-2012

* No.

31 NY2-710105v3

Lessee

Street

Address

City

State

Zip

Code

Security Deposit


Rent

Sublease in


1540 International Parkway, Office 203

Lake Mary FL 32746 $2,853.00 Service Agreement between Your Office - Orlando/Lake Mary and Lessee dated 8-1-2012

* No.

GMAC Mortgage, LLC

Two Ravinia, Suite 5001

Atlanta GA 30346 $3,000.00 Office Service Agreement between Regus Management Group LLC and Lessee dated 1-16-2009, Renewal Agreements dated 2-1-2010, 2-1-2012

* No.

GMAC Mortgage, LLC

1170 Peachtree Street NE, Suite 1200-1239

Atlanta GA 30309 $4,660.00 Office Service Agreement between Regus Management Group LLC and Lessee dated 12-2-2011 with Addendum, Renewal Agreement dated 10-15-2012

* No.

GMAC Mortgage, LLC

4426 Washington Road

Evans GA 30809 Lease between McBride Realty, Inc. and Lessee dated 4-16-2012

* No.

GMAC Mortgage, LLC

Parking parcel adjacent to 1051 E. San Marnan Drive

Waterloo IA 50702 Parking Lease between Menard, Inc. and Lessee dated 2-24-2012

* No.

32 NY2-710105v3

Lessee

Street

Address

City

State

Zip

Code

Security Deposit


Rent

Sublease in


350 S. Northwest Highway Suite 300, Office 330

Park Ridge IL 60068 $2,198.00 Office Service Agreement between Regus Management Group LLC and Lessee dated 9-26-2012

* No.

Residential Funding Corporation

300 East Fall Creek Suite 124

Indianapolis IN 46205 Lease between Center Township, Marion Cty. Indiana and Lessee dated 7-1-2005

* No.

GMAC Mortgage, LLC

53 Hereford Street

Boston MA 02115 Sublease between Group Boston Real Estate LLC and Lessee dated 4-16-2012


GMAC Mortgage, LLC

10 Liberty Street, Offices 111 & 411

Danvers MA 01923 $2,300.00 Lease between 1891 Professional Building Associates and Lessee dated 5-30-2012

* No.

GMAC Mortgage, LLC

1253 Worcester Road, Suite 104

Framingham MA 01701 Sublease between Partnership Properties, LLC dba Realty Executives Boston West and Lessee dated 9-1-2012

Yes. Lessee is sublessee.

GMAC Mortgage, LLC

34 Hayden Rowe Street, Suite 162

Hopkinton MA 01748 $925.00 License Agreement between Hopkinton Executive Suites, LLC and Lessee dated 7-20-2011

* No.

33 NY2-710105v3

Lessee

Street

Address

City

State

Zip

Code

Security Deposit


Rent

Sublease in


233 Needham Street, Office #78

Newton MA 02464 $1,250.00 License Agreement between Newtown Executive Office, Inc. and Lessee dated 4-25-2012

* No.

GMAC Mortgage, LLC

205 Turnpike Road

Southborough MA 01772 Sublease between Partnership Properties, LLC dba Realty Executives Boston West and Lessee dated 9-1-2012


GMAC Mortgage, LLC

2480 Route 97, Suite 7

Glenwood MD 21738 Sublease between Timothy Guy Smith P.C. and Lessee dated 5-1-2012


GMAC-RFC Homecomings Financial

24516 Harper Avenue

St. Clair Shores

MI 48081 Memo of Understanding between Homeowners Alliance and Lessee dated 11-1-2006

* No.

34 NY2-710105v3

Lessee

Street

Address

City

State

Zip

Code

Security Deposit


Rent

Sublease in


8400 Normandale Lake Boulevard

Bloomington MN 55437 Lease Agreement between Teachers Insurance and Annuity Association of America and Lessee dated 7-7-2004, Amendments dated 11-3-2004, 11-8-2004, 4-7-2005, 12-15-2005, 7-14-2006, 1-22-2007, 6-20-2008, 6-30-2008, 10-1-20106

* No.

GMAC Mortgage, LLC

3466 Bridgeland Drive, Office 201

Bridgeton MO 63044 Lease Agreement between Bridgeton Executive Suites, Inc. and Lessee dated 6-29-2012

* No.

GMAC Mortgage, LLC

5001 Weston Parkway, Suite 200A

Cary NC 27513 Office Service Agreement between 5001 Weston Associates LLC and Lessee dated 10-1-2012

* No.

GMAC Mortgage, LLC

15720 John J. Delaney Drive Suite 300, Offices 331 & 336

Charlotte NC 28277 $3,326.13 Service Agreement between YourOffice - Ballantyne and Lessee dated 11-1-2012

* No.

6 Lessor is now Normandale Holdings, LLC.

35 NY2-710105v3

Lessee

Street

Address

City

State

Zip

Code

Security Deposit


Rent

Sublease in


204 Muirs Chapel Road, Suite 100

Greensboro NC 27410 $1,350.00 Lease Agreement between Trotter Holdings, LLC d/b/a Bridlewood Executive Suites and Lessee dated 8-6-2012

* No.

GMAC Mortgage, LLC

112 W. Boulevard

Laurinburg NC 28352 Lease between Realty World – Graham/Grubbs & Associates and Lessee dated 10-1-2011

* No.

GMAC Mortgage, LLC

1213 Culbreth Drive Suites 143 & 144

Wilmington NC 28405 $1,590.00 Lease between Landfall Executive Suites, LLC and Lessee dated 7-24-2012

* No.

GMAC Mortgage, LLC

60 East Main Street

Freehold NJ 07728 Sublease between Orange Key Realty, Inc. and Lessee dated 8-1-2012


36 NY2-710105v3

Lessee

Street

Address

City

State

Zip

Code

Security Deposit


Rent

Sublease in


33 Wood Avenue South, Office 424

Iselin NJ 08830 $1,275.00 Office Service Agreement between Regus Management Group LLC and Lessee dated 7/13/2009 with Addendum and multiple Renewal agreements dated 12-18-2009, 3-1-2010. 10-27-2010, 7-1-2011, 9-1-2011, 10-1-2011, 12-20-2011, 2-24-2012, 7-24-2012

* No.

GMAC Mortgage, LLC

33 Wood Avenue South, Office 425

Iselin NJ 08830 $3,412.00 Office Service Agreement between Regus Management Group LLC and Lessee dated 7-12-2012 with Addendum

* No.

GMAC Mortgage, LLC

863 Georges Road

Monmouth Junction

NJ 08852 Sublease between Orange Key Realty, Inc. and Lessee dated 8-1-2012


GMAC Mortgage, LLC

10775 Double R Boulevard

Reno NV 89521 $1,484.00 Lease between Advanced Exec Virtual Office Suites and Lessee dated 10-2-2008

* No.

GMAC Mortgage, LLC

2004 Route 17M

Goshen NY 10924 Sublease between Real Estate Vision, LLC and Lessee dated 3-1-2012


37 NY2-710105v3

Lessee

Street

Address

City

State

Zip

Code

Security Deposit


Rent

Sublease in


105 Maxess, Office #106

Melville NY 11747 $1,980.00 Service Agreement between Totus, Inc. and Lessee dated 4-26-2012

* No.

GMAC Mortgage LLC

4449 Easton Way 2nd Floor, Offices 2106 & 2094

Columbus OH 43219 $3,900.00 Office Service Agreement between Regus Management Group LLC and Lessee dated 10-28-2011, Renewal Agreement dated 8-30-2012

* No.

GMAC Mortgage, LLC

1100 Virginia Drive

Fort Washington

PA 19034-3200

Lease between Liberty Property Limited Partnership and Lessee dated 1-31-2006, Memorandum of Lease dated 10-26-2007, Amendment dated 11-18-2009

$618,750.00 No.

GMAC Mortgage, LLC

1140 Virginia Drive

Fort Washington

PA 19034 $16,753.43 Sublease between DeVry Inc. and Lessee dated 1-10-2012, Extension Option dated 5-3-2012


38 NY2-710105v3

Lessee

Street

Address

City

State

Zip

Code

Security Deposit


Rent

Sublease in

Effect? GMAC Mortgage LLC

1320 Main Street Suite 300, Office 333

Columbia SC 29201 $820.00 Office Service Agreement between Regus Management Group LLC and Lessee dated 7-27-2011, Renewal Agreements dated 11-1-2011, 5-1-2012, 8-27-2012

* No.

GMAC Mortgage LLC

607 Pendleton Street, Office #ES2

Greenville SC 29601 $550.00 Executive Suites Lease between SW+A Pendleton West, LLC and Lessee dated 6-30-2012

* No.

GMAC Mortgage LLC

740 Nashville Hwy.

Columbia TN 38401 Sublease between United Country Columbia Realty and Lessee dated 7-1-2012


GMAC Mortgage, LLC

725 Cool Springs Suite 600, Office 6001

Franklin TN 37067 $1,838.00 Office Service Agreement between Regus Management Group LLC and Lessee dated 6-13-2011 with Addendum, Renewal Agreements dated 5-9-12, 10-15-12

* No.

GMAC Mortgage, LLC

256 Seaboard Lane, Suite E 105

Franklin TN 37067 Sublease between Steven S. Nagy, Reliant Holdings, LLC and Lessee dated 7-1-2012


39 NY2-710105v3

Lessee

Street

Address

City

State

Zip

Code

Security Deposit


Rent

Sublease in


505 East Main Street

Hendersonville TN 37075 Sublease between Steven S. Nagy, Reliant Holdings, LLC and Lessee dated 7-1-2012


GMAC Mortgage, LLC

915 East McLemore Avenue, Suite 205, Office “LOCCDC”7

Memphis TN 38106 $600.00 Office Services Agreement between New Towne Center Inc. and Lessee dated 10-19-2010

* No.

GMAC Mortgage, LLC

4711 Trousdale Drive, Suite 121

Nashville TN 37220 Sublease between Steven S. Nagy, Reliant Holdings, LLC and Lessee dated 7-1-2012


GMAC Mortgage, LLC

9442 Capital of Texas Highway North, Plaza One, Suite 500, Offices 535 & 530

Austin TX 78759 $3,675.00 Master Service Agreement between Preferred Office Network, LLC and Lessee dated 2-1-2012

* No.

Residential Funding Corporation

2711 North Haskell Avenue

Dallas TX 75204 Lease between Brandywine Cityplace LP and Lessee dated 12-17-1993, Amendments dated 8-3-1994, 6-12-1996, 6-19-1997, 12-31-1999, 6-13-2003, 9-14-2004, 7-26-20068

$291,927.31 No.

7 Termination effective November 5, 2012. 8 Lessor is now Dallas CPT Fee Owner, LP.

40 NY2-710105v3

Lessee

Street

Address

City

State

Zip

Code

Security Deposit


Rent

Sublease in

Effect? GMAC Mortgage, LLC9

2501 S State Hwy 121 Suite 300 Denton

Lewisville TX 75067 Lease between BREOF Convergence LP and Lessee dated 7-30-2002, Amendments dated 3-23-2004, 11-4-2005, 8-25-2011 and Assignment of Leasehold Interest dated 5-9-201210

$120,886.75 No.

GMAC Mortgage, LLC

2504 Anderson Highway

Powhatan VA 23139 Lease between MLS, Inc. and Lessee dated 12-11-2011

* No.

ETS of Washington, Inc.

800 Bellevue Way, Office 420

Bellevue WA 98004 $3,570.00 Office Service Agreement between Regus Management Group LLC and Lessee dated 8-1-2011, Renewal Agreement dated 5-8-2012

* No.

GMAC Mortgage LLC

800 Bellevue Way, Office 429 and 430

Bellevue WA 98004 $3,582.00 Office Service Agreement between Regus Management Group LLC and Lessee dated 2-14-2011, Renewal Agreements dated 10-4-2011, 2-23-2012, 6-5-2012

* No.

9 Pursuant to an Assignment of Leasehold Interest dated May 9, 2012, GMAC Mortgage LLC assigned a 51% leasehold interest Ally Financial Inc. and has a right to require the re-assignment of such leasehold interest from Ally Financial Inc. as provided therein. 10 Lessor is now Digital Lewisville, LLC.

41 NY2-710105v3

Lessee

Street

Address

City

State

Zip

Code

Security Deposit


Rent

Sublease in

Effect? GMAC Mortgage LLC

33530 1st Way South, Suite 36

Federal Way WA 98003 $896.00 Office Suite Rental Agreement between Hometown Office Suites and Services Of Federal Way, LLC and Lessee dated 7-18-2012

* No.

42 NY2-710105v3

SCHEDULE I

OTHER SERVICED LOANS

ETS Recovery Charged-Off Loans See the following file(s):


FOLDER Schedule I-1.xls ETS Recovery Charged

Off Loans 12.34

ETS Trustee Portfolio See the following file(s):

FILENAME DESCRIPTION INTRALINKS FOLDER

Schedule I-2.xls ETS Trustee Portfolio 12.34

Master Serviced Auto Loans See the master servicing tape referred to in Schedule 4.9(a). Unsecured Energy Loans See the primary servicing tape referred to in Schedule 4.9(a). Unsecured Loans See the primary servicing tape referred to in Schedule 4.9(a).

43 NY2-710105v3

SCHEDULE J

[RESERVED]

44 NY2-710105v3

SCHEDULE K

COMPUTER EQUIPMENT LOCATED AT REAL PROPERTY

See the files contained in the following folder:


FOLDER computer assets at real property-ResCap-Oct18.xlsx

Computer Equipment 12.34

Note that Schedule K is made up of two parts:

• A full survey of computer equipment completed by Sellers’ parent on July 12, 2012. Since that date, it is likely that certain items reflected in that survey have been discarded due to ordinary course replacement programs.

• A second survey of new computer equipment added between July 12, 2012 and October 19, 2012.

Note that the Sellers and their parent are continuing to refine their analysis of computer equipment. Schedule K may be subject to further revision and will be updated at the Closing Date.

45 NY2-710105v3

SCHEDULE L-1

OTHER PURCHASED ASSETS

Other Servicing fees receivable, late charges and other receivables as of the Closing Date; as of August 31, 2012, these amounts were: Servicing fees Receivable: $53,833,611

Late charges: $22,972,617

Other receivables: $6,410,706

46 NY2-710105v3

SCHEDULE L-2

CREDITS AND OTHER EXPENSES

Security deposits, prepaid postage, P&I receivable, prepaid software as of the Closing Date; as of August 31, 2012, these amounts were:

Security Deposits: $151,781

Prepaid Postage – Waterloo: $451,410

P&I Receivable – BoNY: $811,548

Prepaid Postage – ETS: $153,918

Prepaid Software: $3,755,982

Prepaid Rent: $598,583

47 NY2-710105v3

SCHEDULE M

GINNIE MAE LOAN CRITERIA

Ginnie Mae Loans that meet the following criteria will be included in the Purchased Assets:

1. Whole Loans that have been closed and funded by a Seller as of the Closing Date and

that are intended to be included in a pool to be sold to or guaranteed by Ginnie Mae.

2. Total unpaid principal balance of the Ginnie Mae Loans that will be included in Purchased Assets shall not exceed $75 million.

3. All such Ginnie Mae Loans must be either FHA or VA insured as of the Closing Date or eligible to be insured within 60 days of the Closing Date. Any such Ginnie Mae Loans not so

insured shall be subject to repurchase by Sellers pursuant to Section 6.29.

48 NY2-710105v3

SCHEDULE N

OWNED TRANSFERRED IP

Copyrights

Copyright Number Registration Date Work Title Owner PA 1-679-568 4/21/10 Ditech – Flexible Commercial GMAC Inc11

Mortgage Trademarks (U.S. Federal)

TM Record

Trademark Owner Ser./Reg./ App. No.

Full Goods/Services Status/Key Dates

US Federal f-1

105 SELECT

Gmac Mortgage LLC (Delaware Limited Liability Company) 2711 Centerville Road Suite 400 Wilmington, Delaware 19808

SN:78-559960 RN:3,298,930

(Int'l Class: 36) Real estate mortgage banking and lending services; loan origination and financing via a global communications network

Registered: September 25, 2007 Int'l Class: 36 First Use: April 18, 2005 Filed: February 3, 2005 Published: May 9, 2006 Allowed: August 1, 2006

US Federal f-4

A COMMITMENT COMPANY

Residential Funding Corporation (Delaware Corp.) 8400 Normandale Lake Boulevard Minneapolis, Minnesota 55437

SN:78-213983 RN:3,288,558

(Int'l Class: 36) Financial services, namely, mortgage- backed securities, asset-backed securities, residential mortgage financing, residential contraction financing, model home financing, resort financing, healthcare financing, trade financing, distressed asset resolution, wholesale lending, servicing of residential mortgage loans

Registered: September 4, 2007 Int'l Class: 36 First Use: February 15, 2003 Filed: February 12, 2003 Published: December 9, 2003 Allowed: March 2, 2004

US Federal f-18

BUYLINE

Gmac Mortgage LLC (Delaware Limited Liability Company) 2711 Centerville Road Wilmington, Delaware 19808

SN:78-656722 RN:3,234,981


Registered: April 24, 2007 Int'l Class: 36 First Use: July 15, 2004 Filed: June 23, 2005 Published: March 21, 2006 Allowed: June 13, 2006

US Federal f-19

CALDIRECT

Gmac Mortgage, LLC (Delaware Limited Liability Company)

SN:76-579614 RN:2,928,628

(Int'l Class: 36) Real estate mortgage banking and lending services

Registered: March 1, 2005 Int'l Class: 36 First Use: May 1, 2003 Filed: March 8, 2004 Published: December 7, 2004

11 ResCap will use commercially reasonable efforts to cause the transfer of the ownership to a ResCap entity.

49 NY2-710105v3

TM Record



US Federal f-21

CLOSE FOR A CAUSE


SN:78-623519 RN:3,085,260


Registered: April 25, 2006 Int'l Class: 36 First Use: May 1, 2005 Filed: May 5, 2005 Published: January 31, 2006

US Federal f-34

FLEXSELECT


SN:76-610623 RN:3,071,594


Registered: March 21, 2006 Int'l Class: 36 First Use: July 1, 2004 Filed: September 9, 2004 Published: August 30, 2005 Allowed: November 22, 2005

US Federal f-36

GO FAST


SN:76-597261 RN:3,325,181


Registered: October 30, 2007 Int'l Class: 36 First Use: April, 2004 Filed: June 14, 2004 Published: October 18, 2005 Allowed: January 10, 2006

US Federal f-37

GOAL LINE Residential Funding Company, LLC (Delaware Limited Liability Company)

SN:74-348910 RN:1,829,015

(Int'l Class: 36) Mortgage lending; namely, the granting of open-end home equity lines of credit

Renewed March 29, 2004 Int'l Class: 36 First Use: March 28, 1993 Filed: January 15, 1993 Published: June 22, 1993 Registered: March 29, 1994

US Federal f-38

HELPING YOU MANAGE THE INVESTMENT IN YOUR HOME


SN:78-113668 RN:3,068,871

(Int'l Class: 36) Financial services, namely mortgage banking and lending services

Registered: March 14, 2006 Int'l Class: 36 First Use: July 1, 2003 Filed: March 8, 2002 Published: September 24, 2002 Allowed: December 17, 2002

US Federal f-39

HOME COMMAND

Gmac Mortgage LLC (Delaware Limited Liability Company) 2711 Centerville Road

SN:76-546683 RN:3,436,522


Registered: May 27, 2008 Int'l Class: 36

50 NY2-710105v3

TM Record



Suite 400 Wilmington, Delaware 19808

First Use: November, 2003 Filed: September 24, 2003 Published: June 1, 2004 Allowed: August 24, 2004

US Federal f-42

HOMEFLEX Gmac Mortgage, LLC (Delaware Limited Liability Company)

SN:76-492773 RN:2,992,858


Registered: September 6, 2005 Int'l Class: 36 First Use: July 1, 2004 Filed: February 26, 2003 Published: October 21, 2003 Allowed: January 13, 2004

US Federal f-43

KEYCHAIN ALLIANCE

Residential Capital, LLC (Delaware Limited Liability Company) 8400 Normandale Lake Blvd. Minneapolis, Minnesota 55437

SN:77-127127 RN:3,583,864

(Int'l Class: 36) Mortgage lending, banking and foreclosure services; financial and mortgage services provided to homeowners, namely, proving financial educational information, counseling and budgeting assistance to facilitate home ownership and prevent foreclosure

Registered: March 3, 2009 Int'l Class: 36 First Use: July, 2007 Filed: March 9, 2007 Published: March 25, 2008 Allowed: June 17, 2008

US Federal f-44

LA ULTIMA PALABRA EN PRESTAMOS


SN:78-622953 RN:3,082,700


Registered: April 18, 2006 Int'l Class: 36 First Use: March 14, 2005 Filed: May 4, 2005 Published: January 24, 2006

US Federal f-45

MOVE IN AMERICA


SN:76-579639 RN:2,930,402


Registered: March 8, 2005 Int'l Class: 36 First Use: January 1, 2004 Filed: March 8, 2004 Published: December 14, 2004

US Federal f-46

MOVE IN AMERICA and Design


SN:76-579638 RN:2,941,383


Registered: April 19, 2005 Int'l Class: 36 First Use: January 1, 2004 Filed: March 8, 2004

51 NY2-710105v3

TM Record



Published: January 25, 2005

US Federal f-50

POWER PUNCH (Stylized)


SN:76-560283 RN:3,077,130


Registered: April 4, 2006 Int'l Class: 36 First Use: October 1, 2003 Filed: November 17, 2003 Published: September 7, 2004 Allowed: November 30, 2004

US Federal f-51

QUICKWISE Residential Funding Company, LLC (Delaware Limited Liability Company)

SN:78-139312 RN:2,707,254

(Int'l Class: 36) Financial services, namely providing mortgage loan recommendations to borrowers

Registered 8 & 15 July 5, 2008 Int'l Class: 36 First Use: June 1, 2001 Filed: June 27, 2002 Published: January 21, 2003 Registered: April 15, 2003

US Federal f-52

REAL LIFE. REAL SOLUTIONS.


SN:78-883555 RN:3,314,584

(Int'l Class: 36) Home equity loans; mortgage lending

Registered: October 16, 2007 Int'l Class: 36 First Use: September, 2004 Filed: May 15, 2006 Published: December 26, 2006 Allowed: March 20, 2007

US Federal f-55

SETTLE AMERICA


SN:76-598815 RN:3,025,621


Registered: December 13, 2005 Int'l Class: 36 First Use: April 28, 2003 Filed: June 23, 2004 Published: September 20, 2005

US Federal f-56

SLEEP EZ LOAN

Gmac Mortgage Group, LLC (Delaware Limited Liability Company) P.O. Box 200 200 Renaissance Center Detroit, Michigan 482652000

SN:77-213131 RN:3,384,760


Registered: February 19, 2008 Int'l Class: 36 First Use: May 17, 2007 Filed: June 22, 2007 Published: December 4, 2007

US SMARTWATCH Gmac Mortgage, LLC SN:76-586659 (Int'l Class: 36) Real estate Registered: August 9,

52 NY2-710105v3

TM Record



Federal f-57

(Delaware Limited Liability Company)

RN:2,982,713 mortgage banking and mortgage lending; loan financing including loan origination via a global communications network

2005 Int'l Class: 36 First Use: February 1, 2001 Filed: April 14, 2004 Published: May 17, 2005

US Federal f-22

CUOTA UNICA DITECH


SN:76-586655 RN:2,947,511


Registered: May 10, 2005 Int'l Class: 36 First Use: April 21, 2004 Filed: April 14, 2004 Published: February 15, 2005

US Federal f-23

DITECH Gmac Mortgage, LLC (Delaware Limited Liability Company)

SN:75-278616 RN:2,158,800


Renewed May 19, 2008 Int'l Class: 36 First Use: March 19, 1995 Filed: April 21, 1997 Published: February 24, 1998 Registered: May 19, 1998

US Federal f-24

DITECH and Design

Gmac Mortgage Group, LLC (Delaware Limited Liability Company) P.O. Box 200 200 Renaissance Center Detroit, Michigan 482652000

SN:77-213163 RN:3,417,288


Registered: April 29, 2008 Int'l Class: 36 First Use: May 17, 2007 Filed: June 22, 2007 Published: February 12, 2008

US Federal f-25

DITECH AT WORK


SN:78-646165 RN:3,122,167


Registered: July 25, 2006 Int'l Class: 36 First Use: July 1, 2005 Filed: June 8, 2005 Published: January 31, 2006 Allowed: April 25, 2006

US Federal f-26

DITECH ESIGNATURE


SN:78-917057 RN:3,396,372

(Int'l Class: 36) Home equity loans; mortgage lending

Registered: March 11, 2008 Int'l Class: 36 First Use: April 19, 2007 Filed: June 26, 2006 Published: January 2, 2007

53 NY2-710105v3

TM Record



Allowed: March 27, 2007

US Federal f-27

DITECH FLAT FEE


SN:76-576481 RN:3,007,701


Registered: October 18, 2005 Int'l Class: 36 First Use: March 5, 2004 Filed: February 20, 2004 Published: November 30, 2004 Allowed: February 22, 2005

US Federal f-28

DITECH RACING


SN:76-580149 RN:2,928,640


Registered: March 1, 2005 Int'l Class: 36 First Use: November 1, 2003 Filed: March 10, 2004 Published: December 7, 2004

US Federal f-29

DITECH.COM FREEDOM LOAN


SN:76-593441 RN:3,291,310


Registered: September 11, 2007 Int'l Class: 36 First Use: September 1, 2005 Filed: May 21, 2004 Published: December 7, 2004 Allowed: March 1, 2005

US Federal f-30

DITECH.COM HOME LOANS


SN:76-603778 RN:2,928,647


Registered: March 1, 2005 Int'l Class: 36 First Use: July 8, 2004 Filed: July 23, 2004 Published: December 7, 2004

US Federal f-31

DITECH.COM HOME LOANS and Design


SN:76-603959 RN:2,928,648


Registered: March 1, 2005 Int'l Class: 36 First Use: July 8, 2004 Filed: July 26, 2004 Published: December 7, 2004

US Federal f-32

DITECH-1 Gmac Mortgage, LLC (Delaware Limited Liability Company)

SN:76-575312 RN:3,080,195


Registered: April 11, 2006 Int'l Class: 36

54 NY2-710105v3

TM Record



First Use: June 13, 2005 Filed: February 12, 2004 Published: November 9, 2004 Allowed: February 1, 2005

Mortgage Trademarks (U.S. State)

TM Record



US State s-61

DITECH Gmac Mortgage, LLC 100 Witmer Road Horsham, Pennsylvania 19044

RN:5,800,088 (Int'l Class: 36) Origination and servicing of residential and commercial mortgage loans

WI: Registered: July 11, 2007 Int'l Class: 36 First Use: April 13, 2006

US State s-62

DITECH Gmac Mortgage, LLC 100 Witmer Road, P.O. Box 963 Horsham, Pennsylvania 19044-0963

RN:2007-000540502

(Int'l Class: 36) Finance loan investments, securities, stock, mortgage brokers

WY: Registered: July 10, 2007

US State s-63

DITECH Gmac Mortgage, LLC (Delaware Limited Liability Company) P.O. Box 963, 100 Witmer Road Horsham, Pennsylvania 19044-0963

(Int'l Class: 36) Origination and servicing of residential and commercial mortgage loans

LA: Registered: July 9, 2007 Int'l Class: 36 First Use: April 13, 2006 In Commerce: October 25, 2006

US State s-64

DITECH.COM Gmac Mortgage, LLC 100 Witmer Road Horsham, Pennsylvania 19044

RN:5,700,824 (Int'l Class: 36) Origination and servicing of residential and commercial mortgage loans

WI: Registered: November 22, 2006 Int'l Class: 36 First Use: October, 2006

US State s-65

DITECH.COM Gmac Mortgage Corporation P.O. Box 963, 100 Witmer Road Horsham, Pennsylvania 19044

RN:313,875 (Int'l Class: 36) Residential mortgage lending services

NH: Registered: April 28, 1999

US State s-66

DITECH.COM Gmac Mortgage Corporation (Pennsylvania Corp.) P.O. Box 963, 100 Witmer Road Horsham, Pennsylvania 19044-0963

(Int'l Class: 36) Mortgage banking

LA: Registered: August 15, 2005 Int'l Class: 36 First Use: March 23, 1999 In Commerce: March 26, 1999

55 NY2-710105v3

TM Record



Canada ca-73

DITECH GMAC MORTGAGE, LLC 1100 Virginia Drive Fort Washington, Pennsylvania 19034 UNITED STATES

AN:1271800-00 RN:TMA724233

(Int'l Class: 36) (1) Financial services, namely, credit card services, home equity lines of credit; mortgage brokerage services, provision of mortgages, mortgage product development, mortgage lending, mortgage sales, and securitizations of mortgages; real estate mortgage and lending services; loan origination and financing via a global communications network

Registered - Amendment to Registration December 2, 2011 Filed: September 13, 2005 Published: April 9, 2008 Registered: September 23, 2008

Canada ca-74

DITECH.COM GMAC MORTGAGE, LLC 1100 Virginia Drive Fort