AMENDMENT NO. 4 TO THE LOAN AND SECURITY AGREEMENT

Exhibit 10.6

AMENDMENT NO. 4 TO THE
LOAN AND SECURITY AGREEMENT

Dated as July 25, 2008

      AMENDMENT NO. 4 TO THE LOAN AND SECURITY AGREEMENT (this “ Amendment ”) by and between Residential Funding Company, LLC, a Delaware limited liability company, as borrower (“ RFC ”), GMAC Mortgage, LLC, a Delaware limited liability company, as borrower (“ GMACM ” and together with RFC, each a “ Borrower ” and collectively, the “ Borrowers ”) and GMAC LLC, a Delaware limited liability company, as lender (the “ Lender ”).

      PRELIMINARY STATEMENTS :

     (1) The Borrowers and the Lender have entered into a Loan and Security Agreement dated as of April 18, 2008 (the “ Loan and Security Agreement ”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Loan and Security Agreement.

     (2) The Borrowers and the Lender have entered into an Amendment No. 1 to the Loan and Security Agreement dated May 21, 2008.

     (3) The Borrowers and the Lender have entered into an Amendment No. 2 to the Loan and Security Agreement dated May 22, 2008.

     (4) The Borrowers and the Lender have entered into an Amendment No. 3 to the Loan and Security Agreement dated June 2, 2008.

     (5) The Borrowers and the Lender have agreed to amend the Loan and Security Agreement as hereinafter set forth.

     SECTION 1. Amendments to the Loan and Security Agreement . The Loan and Security Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, hereby amended as follows:

     (a) The first sentence of Section 7.01 is hereby amended and restated to read as follows:

“Each Borrower (and for purposes of Section 7.01(i)(iii) only, Residential Capital, LLC (“ResCap”)) covenants and agrees with the Lender that, so long as any Loan is outstanding and until all Obligations have been paid in full:”

     (b) Section 7.01(i)(iii) is hereby amended and restated to read as follows:

“concurrently with the delivery of the financial statements referred to in Subsections 7.01(i)(i) and ( ii ), Compliance Certificates, in the forms attached hereto as Exhibit 7.01 and 7.01(a) executed by a Responsible Officer.”

     (c) Section 8.01(j) is amended and restated in full to read as follows:

“The failure or ResCap to comply with the financial covenants contained in the GMAC Revolver.”

     (d) Section 11.02 is amended and restated in full to read as follows:

“ Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication and electronic mail (including, without limitation, an intralinks site )) and shall be personally delivered or sent by certified mail or overnight air courier, postage prepaid, by facsimile or by electronic mail, to the intended party at the address, facsimile number or e-mail address of such party set forth opposite its name on Schedule 11.02 or at such other address or facsimile number as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, (i) if personally delivered, when received, (ii) if sent by overnight air courier, the next Business Day after delivery to the related air courier service, if delivery is guaranteed as of the next Business Day, (iii) if sent by certified mail, three Business Days after having been deposited in the mail, postage prepaid, and (iv) if transmitted by facsimile, when sent, receipt confirmed by telephone or electronic means, if sent during business hours (if sent after business hours, then on the next Business Day).”

     (e) Exhibit 7.01 is hereby amended and restated in the form attached hereto as Exhibit A .

     (f) A new Exhibit 7.01(a) is hereby attached to the Loan and Security Agreement in the form attached hereto as Exhibit B .

     (g) The definition of “Compliance Certificate” contained in Schedule I is hereby amended and restated to read as follows:

“ Compliance Certificate ” means a certificate in form acceptable to the Lender substantially in the form of Exhibit 7.01 or Exhibit 7.01(a) hereto.

     (h) The definition of “364-Day Agreement” is hereby deleted and the following definition is substituted therefore:

“ GMAC Revolver ” means that certain the $3,500,000,000 loan agreement dated as of June 4, 2008, by and among Borrowers, ResCap and other affiliates of Borrowers party thereto as guarantors, various other parties signatory thereto as obligors, Lender as initial lender and lender agent and Wells Fargo Bank, N.A., in its capacity as First Priority Collateral Agent, as such agreement may be amended, supplemented or modified from time to time, and any successor agreement or other agreement replacing such agreement in its entirely.

     (i) The definition of “Responsible Officer” is amended as follows:

“ Responsible Officer ” means (a) with respect to each Borrower or ResCap, the chief executive officer, president, chief financial officer, treasurer, assistant vice president, assistant treasurer, secretary or assistant secretary of such Borrower or ResCap, or any other officer having substantially the same authority and responsibility; provided, that with respect specifically to the obligations of each Borrower and ResCap set forth in Section 7.01(i) hereof, only the chief financial officer, treasurer, assistant treasurer, or comptroller of such Borrower or ResCap shall be deemed to be a Responsible Officer; and (b) with respect to the Lender, a lending officer charged with responsibility for the day to day management of the relationship of such institution with such Borrower.

     SECTION 2. Conditions of Effectiveness . This Amendment shall become effective as of the date first above written when, and only when, the Lender shall have received:

     (a) A copy of this Amendment, duly executed by the parties hereto; and

     (b) A certificate signed by a Responsible Officer of each Borrower stating that: