PARTICIPATION AGREEMENT

This PARTICIPATION AGREEMENT (this "Agreement") dated as of June 4, 2008is between GMAC LLC, a Delaware limited liability company (the "Seller"), General Motors Corporation, a Delaware corporation ("General Motors"), and Cerberus Res Cap Financing LLC, a Delaware limited liability company ("Cerberus Fund", and together with General Motors, each a "Participant" and collectively, the "Participants").

RECITALS

WHEREAS, pursuant to that certain Loan Agreement dated as of June 4, 2008 (the "Loan Agreement") by and among Residential Funding Company, LLC, a Delaware limited liability company("RFC"), GMAC Mortgage, LLC, a Delaware limited liability company("GMAC Mortgage" and together with RFC, each a "Borrower" and collectively, the "Borrowers"), and Residential Capital, LLC, GMAC Residential Holding Company, LLC, GMAC-RFC Holding Company, LLC, and Homecomings Financial, LLC, as guarantors, the Seller, as the Initial Lender, and GMAC LLC, as the Lender Agent, and other Persons from time to time party thereto, the Seller has agreed to purchase certain existing term loans made to Residential Capital, LL C and provide a revolving credit facility to the Borrowers; and

WHEREAS, to induce the Seller to enter into the Loan Agreement, each of the Participants, who are the indirect owners of the Borrowers and who will obtain benefits from the making of the Loans by the Seller to the Borrowers, has agreed to purchase a participation in the Loans under the Loan Agreement upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and intending to be legally bound, the Parties hereto agree as follows:

Section 1. Definitions.

(a) Capitalized terms used herein and not otherwise defined herein shall have the meanings specified in the Loan Agreement. In addition, as used herein, the following capitalized terms shall have the following respective meanings:

"Additional Price" means, with respect to a Future Loan, either 51%, in the case of Cerberus Fund, or 49%, in the case of General Motors, of the lesser of (a) the amount of such Future Loan or (b) the amount by which the Outstanding Aggregate Loan Amount, after giving effect to such Future Loan, would exceed the$2,750,000,000; provided, however, that for the purposes of Section 4 (b), each Participant's Additional Price shall be the unused portion of such Participant's Maximum Participant Commitment.

"Agreement" has the meaning given to it in the Preamble.