0000950137-08-005103 Sample Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RESIDENTIAL CAPITAL, LLC
Limited Liability Company Agreement • April 4th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Residential Capital, LLC (the “Company”), dated and effective as of March 31, 2008, is entered into by GMAC Mortgage Group LLC (the “GMAC Member”) and GMAC LLC (“GMAC” or the “Preferred Member”, and together with the GMAC Member, the “Members”).

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EXCHANGE AGREEMENT
Exchange Agreement • April 4th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware

This Exchange Agreement (this “Agreement”), dated and effective as of March 31, 2008, is entered into by and among GMAC LLC, a Delaware limited liability company (“GMAC”), Residential Capital, LLC, a Delaware limited liability company (“ResCap”), and IB Finance Holding Company, LLC, a Delaware limited liability Company (“IB Finance”).

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