GUARANTEE AND MASTER NETTING AGREEMENT

Exhibit 10.12

E XECUTION C OPY

GUARANTEE AND MASTER NETTING AGREEMENT

This Guarantee and Master Netting Agreement (this “ Agreement ”) is made and entered into effective as of March 18, 2009 by and among GMAC LLC (“ GMAC ”), GMAC Investment Management LLC (“ GMAC IM ”), GMAC Mortgage, LLC (“ GMAC Mortgage ”), Residential Funding Company, LLC (“ RFC ”), Residential Capital, LLC (“ Rescap ”, together with GMAC Mortgage and RFC, the “ Rescap Parties ,” each of Rescap, GMAC Mortgage and RFC individually, a “ Rescap Party ”), Passive Asset Transactions, LLC (“ PATI ”) and RFC Asset Holdings II, LLC (“ RAHI ”).

RECITALS

WHEREAS, GMAC IM, GMAC or another Affiliate, and one or more of the Rescap Obligors, have entered into the master agreements set forth on Exhibit A to this Agreement (each such master agreement an “ Underlying Master Agreement ” and, collectively, the “ Underlying Master Agreements ”); and

WHEREAS, GMAC IM desires now to provide in this Agreement for its right to aggregate, net and setoff, across the Underlying Master Agreements as contemplated herein against the Rescap Parties, and each Rescap Party desires now to provide in this Agreement for its right to aggregate, net and setoff against GMAC IM across the Underlying Master Agreements.

NOW THEREFORE, for and in consideration of the mutual agreements herein made and other good and valuable consideration, including, without limitation, certain amendments to the Underlying Master Agreements (but only as and to the extent set forth herein), the receipt and sufficiency of which are hereby acknowledged, each Party agrees as follows:

1. Definitions . (a) Capitalized terms used or incorporated by reference in this Agreement and not otherwise defined herein have the same meanings in this Agreement as given to them by the respective Underlying Master Agreement. In the event of any conflict or inconsistency between a term as defined herein and as defined in any Underlying Master Agreement, such term as used in this Agreement shall govern for purposes of this Agreement and have the meaning ascribed to it in this Agreement for purposes of this Agreement. In the event that a capitalized term used but not defined herein is given conflicting or inconsistent meanings in two or more Underlying Master Agreements, such term as used in this Agreement shall have the meaning that most effectively serves the purposes of this Agreement. All Section references are to this Agreement unless otherwise expressly stated.

(b) The following terms used in this Agreement are defined as follows:

“ Affected Underlying Master Agreement ” means, from and after the occurrence of a Default, (i) if the Defaulting Party is a Rescap Obligor, all of the Underlying Master Agreements, or (ii) if the Defaulting Party is GMAC IM, all of the Underlying Master Agreements between GMAC IM and any Rescap Party or Rescap Parties that are parties to an Underlying Master Agreement with respect to which a Default has occurred and is continuing.

“ Affiliate ”, with respect to any Person, means any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “ control ” (together with the correlative meanings of “ controlled by ” and “ under common control with ”) means possession, directly or indirectly, of the power (i) to vote 20% or more of the securities (on a fully diluted basis) having ordinary voting power to appoint the directors or managing general partners (or their equivalent) of such Person, or (ii) to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.

“ Bankruptcy Code ” means Title 11 of the United States Code.

“ Business Day ” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in the City of New York.

“ Default ” has the meaning set forth in Section 2 .

“ Defaulting Group ” means, if a Defaulting Party is a Rescap Obligor, all of the Rescap Parties.

“ Defaulting Party ” means the party with respect to which a Default has occurred.

“ Deficiency Amount ” has the meaning set forth in Section 4(a) .

“ Final Settlement Amount ” has the meaning set forth in Section 4(a) .

“ Non-defaulting Party ” means, when a Default has occurred with respect to (i) a Rescap Obligor, GMAC IM, and (ii) GMAC IM, the applicable Rescap Party that is party to the Underlying Master Agreement with respect to which the Default has occurred.

“ Obligation ” or “ Obligations ” means each and every obligation or liability for which a party is bound to its counterparty under an Underlying Master Agreement, a Transaction, or this Agreement, whether financial or physical, including, without limitation, payment and delivery obligations, debts, payment obligations in respect of any previously terminated Transactions, obligations to maintain or deliver collateral, and any other obligation, liability, debt or requirement arising under or in connection with any Underlying Master Agreement, a Transaction or this Agreement, whether arising heretofore or hereafter, and whether fixed, matured, liquidated, or unliquidated.

“ Owed ” means, as of any date of determination, any amounts owed or otherwise accrued and payable as of such date.

“ Periodic Bilateral Netting ” has the meaning set forth in Section 5(a) .

“ Periodic Net Amount ” has the meaning set forth in Section 5(a) .

“ Periodic Netting Statement ” has the meaning set forth in Section 5(b) .

“ Rescap Obligors ” means each of the Rescap Parties, RAHI and PATI.

“ Settlement Amount ” means the net amount that is due and payable by one party to the other party in respect of an Underlying Master Agreement upon the exercise by Non-defaulting Party of the rights set forth in Section 2(b) , including, for the avoidance of doubt, damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions for any terminated Transactions, and/or of entering into or terminating any back-to-back or other hedge transactions intended to hedge any Transaction.

“ Settlement-Only Obligation ” means (x) an Obligation to deliver securities or to transfer funds therefor under Section 5 of the “Master Forward Agreement” described on Exhibit A , or (y) any Obligation under the “$430MM Facility” or the “MSR Facility” described on Exhibit A .

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“ Taxes ” has the meaning set forth in Section 6(f) .

“ Transaction ” or “ Transactions ” means each and every trade, transaction, loan or other open contractual commitment, between the parties under any of the Underlying Master Agreements.

“ UCC ” means the Uniform Commercial Code as in effect in the State of New York.

“ Underlying Master Agreements Close-Out ” has the meaning set forth in Section 2 .

(a) Each of the occurrence of (i) an event of default or other equivalent event on the basis of which a party has the contractual right to accelerate, terminate, or liquidate all Transactions under an Underlying Master Agreement rather than only certain affected Transactions, regardless of whether all then outstanding Transactions are subject to such event, or (ii) a party being in violation of, or failing to comply with, any covenant made hereunder (including without limitation the covenant set forth in Section 9(d) hereof) in any material respect, unless such party cures such violation or failure within 30 calendar days after receiving notice thereof, constitutes a “ Default ” under this Agreement; provided , however , that a failure by GMAC IM to deliver a Periodic Netting Statement shall not be a default or “Default” under this Agreement (rather, the provisions of Section 5(f) shall control), and provided further that a default or equivalent event arising under an Underlying Master Agreement in connection with an event of Force Majeure, a change in law or regulation, or illegality shall continue to constitute a default or equivalent event under such Underlying Master Agreement in accordance with its terms but such event shall not constitute a Default under this Agreement.

(b) Upon the occurrence and during the continuance of a Default in respect of any Defaulting Party, Non-defaulting Party may give written notice to the Defaulting Party or, if the Defaulting Party is a Rescap Obligor, the Defaulting Group, specifying the relevant Default, declaring Defaulting Party, and if the Defaulting Party is a Rescap Obligor, each of the Rescap Parties in the Defaulting Group, in default of all (but not less than all) Affected Underlying Master Agreements and all (but not less than all) Transactions thereunder, and designating a date not earlier than the date such notice is effective in accordance with Section 15 but not later than 20 days after such notice is effective, upon which date each Non-defaulting Party shall accelerate, terminate, liquidate, cancel or otherwise close-out all Transactions under the Affected Underlying Master Agreements as of such designated date or as soon as reasonably practicable following such designated date. The respective amounts owed to or by each Non-defaulting Party under each Affected Underlying Master Agreement shall be determined by such Non-defaulting Party, in accordance with the terms of such Affected Underlying Master Agreement, or, if there are no such provisions in such Affected Underlying Master Agreement, then such Non-defaulting Party shall follow such procedures as are commercially reasonable and in accordance with industry practice as determined by such Non-defaulting Party in its reasonable discretion. To the extent necessary or desirable to accomplish the foregoing, each Non-defaulting Party may (i) exercise rights of setoff, offset, netting, recoupment, deduction, combination of accounts, and/or retention; (ii) withhold payment and performance of such Non-defaulting Party’s Obligations to the Defaulting Party or Defaulting Parties to pay, secure, setoff against, net, and/or recoup such Defaulting Party’s or Defaulting Parties’ Obligations to such Non-defaulting Party; (iii) convert any Obligation from one currency into another currency as set forth in Section 7 ; and (iv) take any other action permitted at law or in equity or by its Affected Underlying Master Agreements or any Transactions thereunder necessary or appropriate to protect, preserve, or enforce its rights or to reduce any risk of loss or delay. The actions referenced in this Section 2(b) shall be referred to herein as the “ Underlying Master Agreements Close-Out .”

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(c) Any and all notification requirements applicable to the Non-defaulting Party under the Affected Underlying Master Agreements for accelerating, terminating, liquidating, or otherwise closing-out Transactions thereunder shall be superseded by Section 2(b) and shall be satisfied in all respects by the written notice provided for in Section 2(b) , provided , that , for the avoidance of doubt, no requirement for notice under Section 2(b) shall affect any automatic termination provided for in any Affected Underlying Master Agreement. If a Default occurs and if Non-defaulting Party does not elect to cause the Underlying Master Agreements Close-Out, each Party shall retain its rights and obligations under each Underlying Master Agreement with respect thereto (including the right to give a notice of termination solely under such Underlying Master Agreement) and the Non-defaulting Party shall have the right to apply collateral thereunder to satisfy the Obligations under the related Underlying Master Agreement if an Early Termination Date (as defined in such Underlying Master Agreement) is designated in accordance therewith. For the avoidance of doubt, nothing in this Section 2 shall be construed to affect the provisions of the Underlying Master Agreements with respect to collateral prior to the occurrence of an Underlying Master Agreement Close-Out.

3. Obligations and Setoff . Upon Non-defaulting Party’s exercise of the Underlying Master Agreements Close-Out and the determination of the Settlement Amount under each Affected Underlying Master Agreement, Non-defaulting Party may, without further notice, setoff (including by set-off, offset, netting, combination of accounts, deduction, counterclaim, retention, or withholding across or within each or all of the Affected Underlying Master Agreements) any and all sums, amounts, or Obligations Owed by any Non-defaulting Party to the Defaulting Party or Defaulting Parties against any sums, amounts, or Obligations Owed by any Defaulting Party to any Non-defaulting Party. The foregoing is in addition to, and not in limitation of, any other right or remedy available to Non-defaulting Party (including, without limitation, any right of setoff, offset, netting, combination of accounts, deduction, counterclaim, retention, or withholding), whether arising under this Agreement or any other agreement, including, without limitation, any of the Underlying Master Agreements.

4. Settlement .

(a) Upon the Non-defaulting Party’s exercise of the Underlying Master Agreements Close-Out, the Settlement Amounts under the Applicable Underlying Master Agreements shall be netted in the order and to the extent determined by the Non-defaulting Party in its sole and reasonable discretion (as so netted, the “ Final Settlement Amount ”). The Non-defaulting Party may exercise rights to apply collateral pursuant to Applicable Underlying Master Agreements with respect to which there remain payment obligations reflected in the Final Settlement Amount. The Non-defaulting Party shall provide to the Defaulting Party or Defaulting Parties a statement showing reasonable detail with respect to (i) the calculation of the amount due to and from each Non-defaulting Party under each Applicable Underlying Master Agreement, (ii) which obligations were netted, setoff, offset or otherwise to arrive at payment obligations under one or more Applicable Underlying Master Agreements (which payment obligations in the aggregate constitute the Final Settlement Amount), and (iii) the sum of the amounts which thereafter remain owing and unpaid, if any, under the Applicable Underlying Master Agreements, after the application of collateral held with respect to each such Applicable Underlying Master Agreement to the amount due thereunder (such sum, the “ Deficiency Amount ”). The Deficiency Amount shall be due as set forth in such statement on the third Business Day after such statement is provided. In the event of a dispute as to the Deficiency Amount payable with respect to any Applicable Underlying Master Agreement, a Defaulting Party, shall, within the time prescribed herein, pay the undisputed amount of the Deficiency Amount.

(b) The Deficiency Amount shall bear interest at the average of the Default Rates provided for in any of the Applicable Underlying Master Agreements; provided , however , that such rate shall not exceed the maximum non-usurious interest rate, if any, that at any time or from time to time may be

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contracted for, taken reserved, charged, or received thereon under any applicable law. Nothing in this Section 4 shall be construed to restrict or preclude the Non-defaulting Party from realizing on collateral, notwithstanding (and without awaiting the outcome of) any dispute as to the Deficiency Amount.

5. Periodic Netting Prior To Default .

(a) On each Business Day prior to a Default:

(i) Subject to Section 5(d) , GMAC IM shall calculate the net amount of all Obligations (other than the Settlement-Only Obligations) Owed with respect to all Transactions under each Underlying Master Agreement, including scheduled or other periodic payments, and Obligations relating to the posting or return of collateral; and

(ii) using the sums calculated under clause (i), GMAC IM shall calculate the net amount owed by each Rescap Party to GMAC IM, or by GMAC IM to each Rescap Party.

The actions referenced in this Section 5(a) shall be referred to herein as “ Periodic Bilateral Netting ” and each net amount referenced in clause (ii) shall be a “ Periodic Net Amount ”.

(b) GMAC IM may require settlement under Periodic Bilateral Netting by providing to Rescap and GMAC LLC a statement (the “ Periodic Netting Statement ”) by 5:00 p.m. (New York City time) on a Business Day, showing reasonable detail with respect to the calculations described in Sections 5(a)(i) and (ii) , and notifying Rescap of (x) each Periodic Net Amount, and the payor and payee of such Periodic Net Amount, (y) the portion of the Periodic Net Amount represented by additional collateral to be posted to GMAC IM by the applicable Rescap Party, or by GMAC IM to the applicable Rescap Party, or the return of posted collateral, and (z) the aggregate amount of collateral (if any) that GMAC IM will be required to have posted with each Rescap Party on the next Business Day.

(c) Each Periodic Net Amount shall be due as set forth in the Periodic Netting Statement as follows:

(i) If such Periodic Net Amount is owed by a Rescap Party and such Periodic Netting Statement was so provided by GMAC IM to Rescap by 5:00 p.m. (New York City time) on a Business Day, such Periodic Net Amount shall be due by 11:00 a.m. (New York City time) on the next Business Day.

(ii) If such Periodic Net Amount is owed by GMAC IM and such Periodic Netting Statement was provided by GMAC IM to Rescap by 5:00 p.m. (New York City time) on a Business Day, such Periodic Net Amount shall be due by the later of (x) 1:00 p.m. (New York City time) on the next Business Day, and (y) two (2) hours after the time by which all Periodic Net Amounts owed to GMAC IM by any Rescap Party in respect of such instance of Periodic Bilateral Netting shall have been received. For purposes of the foregoing, such two (2) hour period shall only run while the Fedwire system is available for funds transfers between participants, and a Periodic Net Amount shall be treated as “received” if a Fedwire reference number shall have been delivered by the Rescap Party to GMAC IM.

(iii) In the event of a dispute as to the Periodic Net Amount, the party owing the Periodic Net Amount, shall, within the time prescribed herein, pay the full amount of the Periodic Net Amount set forth in the statement, and GMAC IM and Rescap shall negotiate in good faith to make any adjustments which they agree shall be necessary to correct any inaccuracies. It is understood and agreed that during such period of negotiation, other than as a result of a failure to pay the amount required to be paid pursuant to the immediately preceding sentence, no party hereto shall be a Defaulting Party with respect to the calculation or payment of the amounts the subject of such negotiation.

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(iv) For the avoidance of doubt, unless the parties agree otherwise for a particular Transaction, if a Periodic Netting Statement is not provided by GMAC IM to Rescap by 5:00 p.m. (New York City time) on a Business Day, no settlement of any Periodic Net Amount shall be required on the next following Business Day, provided , however , that any Obligation that is still Owed may be included in a Periodic Netting Statement delivered on a subsequent Business Day and included in a later Periodic Net Amount for settlement.

(d) For purposes of making the calculations in Section 5(a) :

(i) “ Obligation ” does not include any obligation that is not both fixed and matured, and does not include any obligation deliverable other than in cash (including, without limitation, an obligation to deliver securities).

(ii) “ Owed ” means amounts due and owing after application of any minimum transfer amount or threshold amount provided for in the relating Underlying Master Agreement.

(e) All payment and collateral posting requirements arising under the Underlying Master Agreements the subject of any instance of Periodic Bilateral Netting, and included in such instance of Periodic Bilateral Netting, shall be deemed satisfied in all respects, and the related payment or collateral shall be deemed to have been delivered, by the applicable Parties giving effect to such instance of Periodic Bilateral Netting.

(f) If GMAC IM shall not deliver a Periodic Netting Statement for a period of two (2) consecutive Business Days, on and from the Business Day following the end of such two (2) consecutive Business Day period, the provisions of Sections 5(a) through (e)  hereof shall be deemed to be suspended (other than with respect to negotiations which shall then be ongoing under Section 5(c)(iii) ), until the Business Day following the Business Day on which GMAC IM shall next deliver a Periodic Netting Statement. For the avoidance of doubt, during any such period of suspension, payment and delivery obligations under each Underlying Master Agreement shall continue to become due and payable at the times and in the amounts provided for under each such Underlying Master Agreement.

6. Guarantee .

(a) Unconditional Guarantee . To induce GMAC IM to enter into the related Underlying Master Agreements with one or more Rescap Obligors, and to enter into and perform various Transactions under such Underlying Master Agreements, each Rescap Party absolutely, unconditionally and irrevocably guarantees to GMAC IM and its successors and permitted assigns from the date hereof the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise), of all existing and future obligations, whether direct or indirect, absolute or contingent, due or to become due of each other Rescap Obligor to GMAC IM arising pursuant to the Underlying Master Agreements to which GMAC IM is party on or after the date of this Agreement (the “ Guaranteed Obligations ”).

(b) Nature of Guarantee . Each Rescap Party’s obligations hereunder are full recourse obligations, continuing, absolute, irrevocable and unconditional, and shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor, the validity, regularity or enforceability of the Underlying Master Agreements, the absence of any action to enforce any other Rescap Party’s obligations under any of the Underlying Master Agreements, any waiver or consent by

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any other Rescap Party with respect to any provisions of the Underlying Master Agreements, any set-off or counterclaim, or by any other circumstance relating to the Guaranteed Obligations that might otherwise constitute a legal or equitable discharge of or defense to the guarantee set forth in this Section 6 (excluding the defense of payment or performance, neither of which is waived). This is a guarantee of payment and performance and not a guarantee of collection, and each Rescap Party agrees that GMAC IM may resort to each Rescap Party for payment of any of the Guaranteed Obligations owed to it whether or not GMAC IM shall have resorted to any collateral therefor or shall have proceeded against any other Rescap Obligor principally or secondarily liable for any of the Guaranteed Obligations, and whether or not GMAC IM has pursued any other remedy available to it. GMAC IM shall not be obligated to file any claim rela