September 30, 2008 Uses in Deposits Clause

Deposits from Loan Agreement

This SHARE PURCHASE AGREEMENT is entered into on the 20th day of November, 2008 between GMAC Residential Funding of Canada, Limited, a company organized under the laws of Canada (Seller), and GMAC LLC, a Delaware limited liability company (Purchaser).

Deposits. Except for employees and shareholders, ResMor Trust does not accept deposits from any Person other than through the Deposit Brokers. Each deposit accepted by ResMor Trust since November 1, 2007 complies with the applicable Customer Agreement and has been solicited, originated, created, maintained and serviced in compliance in all material respects with (a) ResMor Trusts standard policies, practices and procedures, (b) the Canada Deposit Insurance Corporation Act and (c) all other applicable Laws. Each Customer Agreement entered into on or after November 1, 2007 is a legal, valid and binding obligation of ResMor Trust, enforceable against it in accordance with its terms and to Sellers Knowledge, each other party thereto, except in each case as such enforceability may be limited by the Enforceability Exceptions. Since November 1, 2007, no Person has deposited any money with ResMor Trust other than Deposit Customers.