PERFORMANCE GUARANTEE

Exhibit 10.13

CONFORMED COPY

PERFORMANCE GUARANTEE OF
RESIDENTIAL CAPITAL, LLC

     Performance Guarantee, dated as of February 21, 2008, by Residential Capital, LLC, a Delaware limited liability company (“Guarantor”), in favor of GMAC LLC, as Agent for the Lenders (the “Guaranteed Party”).

1. Unconditional Guarantee. To induce the Guaranteed Party to enter into a Credit Agreement, dated as of February 21, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), with Guarantor’s affiliate Residential Funding Company, LLC (“RFC” and, including any surviving entity in the event of a merger, amalgamation or consolidation of RFC, the “Obligor”), Guarantor absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party and its successors and permitted assigns from the date hereof RFC shall perform and observe all of the terms, covenants, conditions, agreements and undertakings to be performed or observed by RFC under the Credit Documents, including, without limitation, the obligation of RFC to distribute Available Funds in accordance with Section 2.21 of the Credit Agreement, other than Excluded Obligations as defined below, in accordance with the terms, being collectively called the “Obligations”), when the same shall be required to be performed or observed under the Credit Documents (subject to any applicable grace period with respect to such Obligations set forth in the Credit Documents); and the Guarantor unconditionally and irrevocably agrees that it shall ensure that RFC, the Guarantor or some other Person shall duly and punctually perform and observe each Obligation (provided that acceptance of any such other Person’s performance shall not constitute a novation of this Performance Guarantee). “Excluded Obligations” means (i) the payment of principal of, or interest on, the Notes or any fees, (ii) any payment coming due as a result of the aggregate outstanding principal balance of the Loans exceeding the Borrowing Base, provided that this clause (ii) shall not limit the Guarantor’s obligations in respect of a failure of RFC to pay any Required Repayment required to be paid by them under Section 2.20 of the Credit Agreement, or (iii) Obligations arising under Section 2.13, 2.14, 2.15 or 2.16(a), (b) or (c), of the Credit Agreement. It shall not be a condition to the obligation of the Guarantor hereunder to guarantee and ensure the performance or observance of any of the Obligations that the Guaranteed Party shall have first made any request of or demand upon or given any notice to the Guarantor or any other Person or have instituted any action or proceeding against the Guarantor or any other Person in respect thereof.

2. DEFINITIONS. Capitalized terms used but not defined in this Performance Guarantee shall have the meanings set forth in the Credit Agreement.

     “Requirements of Law”, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation (including the Investment Company Act of 1940, as amended) or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

3. Nature of Guarantee. Guarantor’s obligations hereunder are unconditional and shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral, the

validity, regularity or enforceability of the Credit Documents, the absence of any action to enforce RFC’s obligations under any of the Credit Documents, any waiver or consent by RFC with respect to any provisions of the Credit Agreement or any other Credit Document or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to this Performance Guarantee (excluding the defense of payment or statute of limitations, neither of which is waived). Guarantor agrees that the Guaranteed Party may resort to Guarantor for performance of any of the Obligations owed to it whether or not the Guaranteed Party shall have resorted to any Collateral therefor or shall have proceeded against any obligor principally or secondarily liable for any of the Obligations, including the Obligor, and whether or not the Guaranteed Party has pursued any other remedy available to it. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Obligor becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Obligations owed to it is rescinded or must otherwise be returned for any reason whatsoever (other than by reason of any circumstance, other than bankruptcy or insolvency, that constitutes a legal or equitable defense available to the Obligor), Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made and the Performance Guarantee shall be reinstated, if applicable. At any time and from time to time, upon the written request of the Guaranteed Party, and at the sole expense of Guarantor, Guarantor will furnish such information regarding the financial well-being of Guarantor as may be reasonably requested by the Guaranteed Party.

4. Changes in Obligations, Collateral therefor and Agreements Relating Thereto; Waiver of Certain Notices. Guarantor agrees that the Guaranteed Party may at any time and from time to time, either before or after the maturity thereof, with notice to and consent of Guarantor, extend the time of payment of, exchange or surrender any Collateral (except as permitted by the Credit Agreement) for, or renew any of the Obligations, and may also make any agreement with the Obligor for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and the Obligor without in any way impairing or affecting this Performance Guarantee. The Guarantor authorizes the Guaranteed Party, without notice or demand and without affecting its liability hereunder, from time to time, to forbear, indulge or take other action or inaction in respect of this Performance Guarantee or the Obligations, or to exercise or not exercise any right or remedy hereunder or otherwise with respect to the Obligations. Guarantor waives notice of the acceptance of this Performance Guarantee and of the creation, renewal, extension or accrual of Obligations, presentment, demand for payment, non-payment, notice of dishonor and protest.

5. Expenses. Guarantor agrees to pay on demand all fees and out of pocket expenses (including the reasonable fees and expenses of the Guaranteed Party’s counsel) in any way relating to the enforcement or protection of the rights of the Guaranteed Party hereunder; provided, that Guarantor shall not be liable for any expenses of the Guaranteed Party if no payment under this Performance Guarantee is or was due.

6. Subrogation. The Guarantor shall not exercise any rights which it may have or acquire by way of subrogation until all of the Obligations owed to it are paid in full to the Guaranteed

Party. If any amounts are paid to the Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Guaranteed Party and shall forthwith be paid to the Guaranteed Party to reduce the amount of outstanding Obligations, whether matured or unmatured. Subject to the foregoing, upon payment of any of the Obligations, Guarantor shall be subrogated to the rights of the Guaranteed Party against the Obligor with respect to such Obligations, and the Guaranteed Party agrees to take at Guarantor’s expense such steps as Guarantor may reasonably request to implement such subrogation.

7. Taxes. All payments by the Guarantor hereunder will be made in full without set- off or counterclaim and free and clear of and without withholding or deduction for or on account of any present or future taxes, duties or other charges, unless the withholding or deduction of such taxes or duties is required by law. In any such event, however, the Guarantor shall (a) promptly notify the Guaranteed Party, in writing, of such requirement, (b) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid to the Guaranteed Party pursuant to this paragraph), (c) promptly forward to the Guaranteed Party an official receipt (or a certified copy) evidencing such payment, and (d) pay to the Guaranteed Party such additional amounts as may be necessary in order that the net amount received by the Guaranteed Party after such withholding or deduction shall equal the full amounts of moneys which would have been received by the Guaranteed Party in the absence of such withholding or deduction. The Guarantor will pay all stamp, transfer, registration, documentation, or other similar taxes payable in connection with this Performance Guarantee and will keep the Guaranteed Party indemnified against failure to pay the same.

8. No Waiver; Cumulative Rights. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. This Performance Guarantee shall remain in full force and effect until the Obligations are paid in full. None of the terms or provisions of this Performance Guarantee may be waived, amended, supplemented or otherwise modified, and no consent with respect to any departure by the Guarantor from the terms hereof shall be effective, except as set forth in a written instrument executed by the Guarantor and the Guaranteed Party.

A. Guarantor hereby represents and warrants that:

     (a) Guarantor is an organization duly organized or formed, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business, and is in good standing in, every jurisdiction in which the nature of its business requires it to be so qualified, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect (as defined below);

     (b) the execution, delivery and performance of this Performance Guarantee have been and remain duly authorized by all necessary organizational action and do not contravene any provision of (i) Guarantor’s organizational documents, (ii) any law, rule or regulation, (iii) any contractual restriction binding on Guarantor or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting Guarantor or its property, except in the case of clauses (ii), (iii) or (iv) where such contravention would not reasonably be expected to have a Material Adverse Effect. This Performance Guarantee has been duly authorized, executed and delivered by Guarantor;

     (c) all consents, licens