SECOND PRIORITY PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY

     Exhibit 4.5

      EXECUTION VERSION

SECOND PRIORITY PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY

dated as of

June 6, 2008

among

RESIDENTIAL CAPITAL, LLC,
and certain of its Affiliates from time to time parties hereto,
as Grantors

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

and

WELLS FARGO BANK, N.A.,
as Second Priority Collateral Agent

TABLE OF CONTENTS

SECOND PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY

     THIS SECOND PRIORITY PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (this “ Agreement ”), dated as of June 6, 2008, is among Residential Capital, LLC, a Delaware limited liability company (the “ Company ”), GMAC Mortgage, LLC, a Delaware limited liability company (“ GMAC Mortgage ”), Residential Funding Company, LLC, a Delaware limited liability company (“ RFC ”), HomeComings Financial, LLC, a Delaware limited liability company (“ Homecomings ”), GMAC-RFC Holding Company, LLC, a Delaware limited liability company (“ RFC Holdings ”), and GMAC Residential Holding Company, LLC, a Delaware limited liability company (“ Residential ” and each of GMAC Mortgage, RFC, Homecomings, RFC Holdings and Residential is herein a “ Guarantor ” and collectively, the “ Guarantors ”); GMAC Model Home Finance, LLC, a Delaware limited liability company (“ Model Home ”); Developers of Hidden Springs, LLC, a Delaware limited liability company (“ Developers ”) and DOA Holding Properties, LLC, a Delaware limited liability company (“ DOA ”) and each of Developers and DOA is herein an “ Equity Pledgor ” and collectively, the “ Equity Pledgors ”); RFC Asset Holdings II, LLC, a Delaware limited liability company (“ RAHI ”), and Passive Asset Transactions, LLC, a Delaware limited liability company (“ PATI ”; and each of RAHI and PATI is herein a “ FABS Grantor ” and collectively, the “ FABS Grantors ”); Residential Mortgage Real Estate Holdings, LLC, a Delaware limited liability company (“ Residential Mortgage ”), Residential Funding Real Estate Holdings, LLC, a Delaware limited liability company (“ Residential Funding ”), Homecomings Financial Real Estate Holdings, LLC, a Delaware limited liability company (“ Homecomings Financial ”), and Equity Investment I, LLC, a Delaware limited liability company (“ Equity I ” and each of Residential Mortgage, Residential Funding, Homecomings Financial and Equity I is herein an “ Additional Account Party ” and collectively, the “ Additional Account Parties ”); and each other Person that agrees to become a “Grantor” by executing and delivering a Joinder Agreement, pursuant to Section 16 (the Company, each Guarantor, Model Home, each Equity Pledgor, each FABS Grantor, each Additional Account Party and each such other Person is herein a “ Grantor ” and collectively, the “ Grantors ”); U.S. Bank National Association, as Trustee under the Indenture (the “ Trustee ”) and Wells Fargo Bank, N.A., as second priority collateral agent (together with its successor(s) thereto in such capacity, the “ Second Priority Collateral Agent ”) for the Notes Parties.

WITNESSETH:

     WHEREAS, the Company is issuing its 8.50% Senior Secured Guaranteed Notes Due 2010 (the “ Notes ”) pursuant to an Indenture, dated as of the date hereof, among the Company, the Guarantors and the Trustee (as amended, supplemented, restated or otherwise modified from time to time, the “ Indenture ”);

     WHEREAS, the Guarantors have pursuant to Article X of the Indenture, among other things, unconditionally guaranteed the obligations of the Company under the Indenture and the Notes (each such guarantee so made by a Guarantor herein its “ Guaranty ”);

     WHEREAS, each Grantor has duly authorized the execution, delivery and performance of this Agreement;

     WHEREAS, pursuant to Section 8.01 of the Indenture, each Grantor has executed and delivered this Agreement; and

     WHEREAS, it is in the best interests of each Grantor to execute this Agreement inasmuch as each Grantor will derive substantial direct and indirect benefits from the issuance of the Notes.

     NOW, THEREFORE, for and in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.  Definitions . When used herein and unless the context otherwise requires, (a) capitalized terms which are not otherwise defined herein have the meanings assigned to such terms in the Indenture; (b) the terms Account, Account Debtor, Certificated Security, Chattel Paper, Commercial Tort Claim, Commodity Account, Commodity Contract, Deposit Account, Document, Electronic Chattel Paper, Equipment, Financial Assets, Fixture, General Intangibles, Goods, Health Care Insurance Receivables, Instrument, Inventory, Investment Property, Letter of Credit, Letter-of-Credit Rights, Money, Payment Intangible, Proceeds, Securities Account, Security, Security Entitlement, Supporting Obligations and Uncertificated Security have the respective meanings assigned thereto in Article 8 or Article 9 of the UCC (as defined below); and (c) the following terms have the following meanings (such definitions to be applicable to both the singular and plural forms of such terms):

      Assets has the meaning given to such term in the Senior Secured Credit Facility as in effect on the Issue Date.

      Assigned Documents means the Note Issuance Facility Deed, the Deed of Charge, the UK Note and any other Transaction Document (as defined in the Master Definitions Schedule dated as of June 4, 2008 relating to the Warehouse Facility of English Sellers) which the Company is a party.

      Bailment Collateral has the meaning given such term in the Intercreditor Agreement.

      Bilateral Facility means the facilities listed in Schedule 7.01(t) to the Senior Secured Credit Facility on the Issue Date.

      Carrying Value has the meaning given such term in the Senior Secured Credit Facility as in effect on the Issue Date.

      Collateral means, with respect to any Grantor, all property and rights of such Grantor in which a security interest is granted pursuant to Sections 2 , 3 , 4 and 5 .

      Collateral Control Agent has the meaning given such term in the Intercreditor Agreement.

      Computer Hardware and Software means, with respect to any Grantor, all of such Grantor’s rights (including rights as licensee and lessee) with respect to: (a) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, features, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (b) all software programs designed for use on the computers and electronic data processing hardware described in clause (a) above, including, without limitation, all operating system software, utilities and application programs in whatsoever form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (c) any firmware associated with any of the foregoing; and (d) any documentation for hardware, software and firmware described in clauses (a) , (b) and (c) above, including, without limitation, flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes.

      Deed of Charge means the deed of charge and assignment made on or about June 4, 2008 between, among others, the UK SPE, the Company and the English Security Trustee.

      Discharge of First Priority Claims has the meaning given to such term in the Intercreditor Agreement.

      Distributions means all dividends of stock, membership interests or other ownership interests, liquidating dividends, shares of stock resulting from (or in connection with the exercise of) stock splits, reclassifications, warrants, options, non-cash dividends, mergers, consolidations, and all other distributions (whether similar or dissimilar to the foregoing) on or with respect to any Pledged Share, Pledged Interest or other shares of capital stock, member interest or other ownership interests or security entitlements constituting Collateral, but shall not include Dividends.

      Dividends means cash dividends and cash distributions with respect to any Pledged Share or any Pledged Interest made in the ordinary course of business and not as a liquidating dividend.

      Dutch Assets means the Dutch Membership Interests and Dutch VFLN Receivables.

      Dutch Membership Interests means 65% of any and all rights, claims ( vorderingsrechten ) and interests of each of Residential Funding Company, LLC and GMAC-RFC Holding Company, LLC in their capacity as member ( lid ) of GMAC RFC International Holdings Coöperatief U.A. under or in connection with their membership ( lidmaatschap ).

      Dutch Security Documents means Dutch VFLN Agreement and the Dutch Note.

      Dutch VFLN Agreement means that certain variable funding loan note agreement dated June 4, 2008 and entered into by and between, among others, the Company, GX CE Funding B.V. and Stichting Security Trustee GX CE Funding.

      Dutch VFLN Note means any note issued by GX CE Funding B.V. to the Company under or pursuant to the Dutch VFLN Agreement.

      Dutch VFLN Receivables means any and all rights and claims ( vorderingsrechten ) (including but not limited to a right of recourse ( regres ) or subrogation ( subrogatie )), whether present or future, whether actual or contingent, of the Company under or in connection with (i) the Dutch VFLN Agreement entered into by and between, among others, the Company, GX CE Funding B.V. and Stichting Security Trustee GX CE Funding, (ii) each Dutch VFLN Note and (iii) the Dutch VFLN Trust Deed.

      Dutch VFLN Trust Deed means that certain trust deed dated June 4, 2008 entered into by and between, among others, GX CE Funding and Stichting Security Trustee GX CE Funding in relation to the Dutch VFLN Agreement.

      English Loan Sale and Purchase Agreement means the loan sale and purchase agreement dated June 4, 2008 between the SPE, the English Sellers and the English Security Trustee.

      English Security Documents means the English Loan Sale and Purchase Agreement, the Note Issuance Facility Deed, the English Shares Charge, the UK Second Priority Deed of Assignment and each and every other document, agreement and deed entered into by the Company and/or the English Security Trustee in connection with the purchase of certain residential mort-

gage loans and development loans, the issuance of the UK Note and creation of security in respect of the UK Note in favor of the English Security Trustee, in each case, by the UK SPE.

      English Security Trustee means Deutsche Trustee Company Limited (in its capacity as security trustee in respect of the UK Note).

      English Sellers means GMAC-RFC Limited and GMAC-RFC Property Finance Limited.

      English Shares Charge means the Second Priority Shares Charge dated June 6, 2008 and entered into by RFC and the Second Priority Collateral Agent.

      ERISA has the meaning given to such term in the Senior Secured Credit Facility as in effect on the Issue Date.

      Excluded Assets means, with respect to any Grantor and to the extent such Property does not constitute Primary Collateral, the following Property: (a) Goods securing purchase money indebtedness or capital lease obligations existing as of the Issue Date to the extent such purchase money indebtedness or capital lease obligations prohibit the granting of a security interest on such assets; (b) voting capital stock of controlled foreign corporations (as defined in the Internal Revenue Code) in excess of sixty-five percent (65%) of the voting rights of such corporations including without limitation GMAC-RFC Australia Pty Limited and GMAC RFC International Holdings Coöperatief U.A. (or any other controlled foreign corporation identified in writing by a Grantor to the Second Priority Collateral Agent); (c) any asset, including any account, note, contract, lease, financing arrangement, general intangible, equity investment, interests in joint ventures or other agreement to the extent that the grant of a security interest therein would violate applicable Requirements of Law, result in the invalidation thereof or provide any party thereto with a right of termination or default with respect thereto or with respect to any Bilateral Facility to which such asset is subject as of the Issue Date (in each case, after giving effect to applicable provisions of the UCC and other applicable Requirements of Law and principles of equity); (d) any trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the trademark had been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.) to the extent that granting a lien in such trademark application prior to such filing would adversely affect the enforceability of validity of such trademark application, (e) proceeds and products of any and all of the foregoing excluded assets described in clause (a) through (d) above only to the extent such proceeds and products would constitute property or assets of the type described in clause (a) through (d) above; and (f) the Exempt Cash Reserve Account and any proceeds and products thereof.

      Exempt Cash Reserve Account has the meaning given to such term in the Senior Secured Credit Facility as in effect on the Issue Date.

      Financial Asset-Backed Security means a collateralized mortgage obligation, a collateralized bond obligation, a collateralized loan obligation or any other security the payments on which depend primarily on the cash flow from a specified pool of financial assets.

      First Priority Collateral Agent has the meaning given to such term in the Intercreditor Agreement.

      General Intangibles means, with respect to any Grantor, all of such Grantor’s “general intangibles” as defined in the UCC and, in any event, includes (without limitation) all of such Gran-

tor’s licenses, franchises, tax refund claims, guarantee claims, security interests and rights to indemnification.

      Governmental Authority means any nation or government, any state or other political subdivision thereof, any municipality and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. Without limiting the generality of the foregoing, with respect to the United States, a “Governmental Authority” shall include any United States federal, state, county, municipal or other local governmental, judicial or regulatory authority, agency, arbitration board, body, commission, instrumentality, court or quasi-governmental authority or tribunal.

      Incremental Advance means an advance made by a Grantor (i) with respect to a construction loan facility or a construction project to complete, or maintain the value of, the related construction project or (ii) under a mezzanine or working capital loan facility under which such Grantor of such Incremental Advance has a legally binding commitment to make such advance.

      Initial Collateral means assets of the Company and the Grantors that are listed on, or of a type described on, Schedule VI hereto and that exist on the Issue Date.

      Intellectual Property means all past, present and future: trade secrets and other proprietary information; rights in customer lists; trademarks, service marks, business names, trade names, domain names, designs, logos, and/or other source and/or business identifiers and the goodwill of the business relating thereto and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world (including without limitation the trade name “DITECH”); copyrights (including, without limitation, copyrights for computer programs) and copyright registrations or applications for registrations which have heretofore been or may hereafter be issued throughout the world; inventions (whether or not patentable); patent applications and patents; industrial designs, industrial design applications and registered industrial designs; rights in license agreements related to any of the Intellectual Property and income therefrom; the right to sue for all past, present and future infringements of any of the foregoing; all common law and other rights throughout the world in and to all of the foregoing; and the right to obtain all reissues, extensions or renewals of the foregoing.

      Internal Revenue Code means the Internal Revenue Code of 1986, as amended.

      Mexican Security Documents means the Stock Pledge Agreement to be executed by RFC for the benefit of the Collateral Control Agent whereby RFC pledges (i) shares, each with a par value of $1.00 (one Peso 00/100) legal currency of Mexico, representing the corporate capital stock of GMAC RFC Auritec, S.A., (ii) shares, each with a par value of $1,000.00 (one thousand Pesos 00/100), representing a portion of the corporate capital stock of GMAC Hipotecaria, S.A. de C.V., S.F.O.L., and (iii) shares, each with a par value of $1,000.00 (one thousand Pesos 00/100), representing a portion of the corporate capital stock of GMAC Financiera, S.A. de C.V., S.F.O.L. and any and all notices, certificates, agreements and other documents to be executed and delivered by RFC pursuant to the foregoing or otherwise in connection with the transactions contemplated by the Stock Pledge Agreement.

      Mortgage Loan has the meaning given to such term in the Senior Secured Credit Facility as in effect on the Issue Date.

      Non-Tangible Collateral means, with respect to any Grantor, collectively, such portion of such Grantor’s Collateral that constitutes Accounts, Chattel Paper, Deposit Accounts, Documents,

General Intangibles, Payment Intangibles, Investment Property, Letter-of-Credit Rights, Letters of Credit and Supporting Obligations.

      Note Issuance Facility Deed means the note issuance facility deed made on or about June 4, 2008 between, among others, Residential Capital, LLC and the UK SPE.

      Notes Documents means the Indenture, the Notes, the Security Documents and all notices, certificates, financing statements, agreements and other documents to be executed and delivered by the Company or any other Grantor pursuant to the foregoing or otherwise in connection with the transactions contemplated by the Indenture.

      Notes Parties means the Second Priority Collateral Agent, the Collateral Control Agent, the Trustee and the Holders.

      Obligations means any principal, interest, penalties, fees, indemnifications, reimbursements, damages, guarantees and other liabilities payable under the Notes, the Indenture, this Agreement or any other Notes Document, whether now or hereafter existing, renewed or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, whether or not arising on or after the commencement of a case under Title 11, U.S. Code or any similar federal or state law for relief of debtors (including post-petition interest) and whether or not allowed or allowable as a claim in any such case.

      Pledged Interest Issuer means each Person identified in Item B of Attachment I hereto as the Pledged Interest Issuer.

      Pledged Interests means all member interests, general or limited partnership interests or other ownership interests of any Pledged Interest Issuer described in Item B of Attachment I hereto, whether now existing or hereafter arising (other than Excluded Assets); all other member interests, general or limited partnership interests or other ownership interests issued by any Pledgor’s Subsidiaries (other than Excluded Assets) that is hereafter from time to time pledged as Collateral under this Agreement by a Pledgor; all registrations, certificates, articles or agreements governing or representing any such interests; all options and other rights, contractual or otherwise, at any time existing with respect to such interests; all distributions, cash, instruments and other property now or hereafter received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests; and all proceeds of the foregoing.

      Pledged Note Issuer means each Person identified in Item D of Attachment I hereto as the issuer of the Pledged Note identified opposite the name of such Person.

      Pledged Note Lien means any and all liens or security interests securing the obligation of a Pledged Note Issuer evidenced by the applicable Pledged Note, and all collateral subject to such liens and security interests.

      Pledged Notes means all of the promissory notes described in Item D of Attachment I hereto, and all other promissory notes of any Pledged Note Issuer, issued by a Pledged Note Issuer, as such promissory notes, in accordance with Section 12(j) , are amended, restated, modified or supplemented from time to time; any promissory note of any Pledged Note Issuer taken in extension or renewal thereof or substitution therefor; all instruments or agreements governing or representing all or any of such notes; all rights, contractual or otherwise, at any time existing with respect to such notes; all distributions, cash, instruments and other property now or hereafter re-

ceived, receivable or otherwise distributed in respect of or in exchange for any or all of such notes; and all proceeds of the foregoing.

      Pledged Property means all Pledged Interests, all Pledged Notes, all Pledged Shares, all other securities, all assignments of any amounts due or to become due, all other instruments which are now being delivered by any Pledgor to the Second Priority Collateral Agent, the First Priority Collateral Agent or the Collateral Control Agent or may from time to time hereafter be delivered by any Pledgor to the Second Priority Collateral Agent or the Collateral Control Agent for the purpose of pledge under this Agreement or any other Notes Document, and all proceeds of any of the foregoing.

      Pledged Share Issuer means each Person identified in Item A of Attachment I hereto as the issuer of the Pledged Shares identified opposite the name of such Person.

      Pledged Shares means all shares of capital stock of any Pledged Share Issuer, whether now existing or hereafter arising (other than Excluded Assets) and all other shares of capital stock of any direct Subsidiary of a Pledgor that is hereafter from time to time pledged as Collateral under this Agreement by a Pledgor; all registrations, certificates, articles, or agreements governing or representing any such interest; all options and other rights, contractual or otherwise, at any time existing with respect to all or any of such shares; all distributions, cash, instruments and other property now or hereafter received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and all proceeds of the foregoing.

      Pledgor means the Company, Model Home, any Guarantor or any Equity Pledgor.

      Primary Collateral means Initial Collateral, REO Property acquired as the result of foreclosure on Primary Collateral, Reinvestment Collateral, any assets acquired as a result of exercising remedies under any Initial Collateral or Reinvestment Collateral, and all proceeds of the foregoing.

      Property means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights.

      Reinvestment Collateral means additional Collateral or Supporting Assets provided pursuant to Section 4.10(b)(2) of the Indenture.

      REO Property means real estate owned property (i.e., a mortgaged property acquired through foreclosure or deed in lieu of foreclosure).

      Requirements of Law means, with respect to any Person or any of its property, the certificate of incorporation or articles of association and by-laws, certificate of limited partnership, limited partnership agreement or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of any arbitrator or 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, whether federal, state or local (including, without limitation, usury laws, the Federal Truth in Lending Act and retail installment sales acts).

      Sales Proceeds Accounts has the meaning given to such term in the Senior Secured Credit Facility as in effect on the Issue Date.

      Servicing Contract means any agreement, whether titled a “servicing agreement,” a “pooling and servicing agreement,” a “sale and servicing agreement,” or otherwise, pursuant to which any Grantor is obligated to perform collection, enforcement or foreclosure services with respect to, or to maintain and remit any funds collected from, persons obligated on any mortgage loan or pool of mortgage loans.

      Servicing P&I Advance has the meaning given to such term in the Senior Secured Credit Facility as in effect on the Issue Date.

      Servicing T&I Advance has the meaning given to such term in the Senior Secured Credit Facility as in effect on the Issue Date.

      UCC means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, as used in Section 11 hereof, “UCC” shall mean the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.

      UK Note means the notes issued to the Company from time to time by the UK SPE pursuant to the Note Issuance Facility Deed (there being only one note outstanding at any time).

      UK Note Related Security means all Liens created in favor of the English Security Trustee by the UK SPE in connection with the issuance of the UK Note.

      UK Pledged Shares means the UK Pledged Shares in each UK Pledged Shares Company which are held by Residential Funding Company, LLC and represented by the certificates listed in Item C of Attachment I hereto and which represent 65% of the UK Pledged Shares held by Residential Funding Company, LLC in the relevant UK Pledged Shares Company together with all other shares and other assets, including any moneys and other Derivative Rights (as defined in the English Security Documents) from time to time charged to the Second Priority Collateral Agent.

      UK Pledged Shares Companies means:

     (a) GMAC-RFC Holdings Limited, a company incorporated in England and Wales (registered number 03471082) whose registered office is at Eastern Gate, Brants Bridge, Bracknell, Berkshire RG12 9BZ (“ GMAC Holdings ”);

     (b) GMAC-RFC Europe Limited, a company incorporated in England and Wales (registered number 03987700) whose registered office is at Eastern Gate, Brants Bridge, Bracknell, Berkshire RG12 9BZ; (“ GMAC Europe ”); and

     (c) RFC Investments Limited, a company incorporated in England and Wales (registered number 03488658) whose registered address is at Eastern Gate, Brants Bridge, Bracknell, Berkshire RG12 9BZ (“ RFC Investments ”),

and UK Pledged Shares Company means any of them.

      UK Second Priority Deed of Assignment means that certain Second Priority Deed of Assignment dated June 6, 2008 and entered into by and between the Company as Chargor and the Second Priority Collateral Agent.

      UK SPE means Viaduct (No. 7) Limited.

     2.  Grant of Security Interest by the Company, the Guarantors and Model Home and Certain Other Grantors . As security for the prompt payment in full in cash and performance of all Obligations, the Company and each of the Guarantors and Model Home and each other Grantor (other than a Grantor that is an Equity Pledgor, an FABS Grantor or an Additional Account Pledgor) hereby pledges to the Second Priority Collateral Agent for the benefit of the Notes Parties, and hereby grants a continuing security interest to the Second Priority Collateral Agent for the benefit of the Notes Parties in, all of the Company’s, such Guarantor’s, Model Home’s or any such other Grantor’s right, title and interest, in, to, and under, whether now or hereafter existing, owned or acquired and wherever located and howsoever created, arising or evidenced, all of the following:

     (a) all Assets including, without limitation, all Financial Asset-Backed Securities, Servicing P&I Advances, Servicing T&I Advances, Mortgage Loans and Incremental Advances of a type specified in, or otherwise described in Schedule VI to this Agreement, and all other Property described in Schedule VI to this Agreement;

     (b) Accounts, including Health Care Insurance Receivables;

     (c) Chattel Paper, including Electronic Chattel Paper;

     (d) Commercial Tort Claims described on Schedule V hereto, as such schedule may be supplemented from time to time by any applicable Grantor in accordance with this Agreement;

     (e) Computer Hardware and Software and all rights with respect thereto, including, without limitation, any and all rights in licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;

     (f) Deposit Accounts;

     (g) Documents;

     (h) Financial Assets, including, without limitation, (A) all Deposit Accounts and Securities Accounts in which any Financial Assets are carried or credited, and all Investment Property (including all Security Entitlements), Instruments, Money, and other property on deposit therein or credited thereto, and all permitted investments acquired with funds on deposit in or carried in or credited to such Deposit Accounts or Securities Accounts, (B) all agreements, contracts, documents and instruments evidencing, arising from, relating to or other otherwise delivered pursuant to or in connection with Financial Assets, (C) all cash and funds delivered to a Grantor (or its bailee or agent) in respect of such Financial Assets and any collateral securing the same, and (D) to the extent not included in the foregoing, all Accounts, Chattel Paper, Deposit Accounts, Documents, General Intangibles, Payment Intangibles, Instruments, Investment Property, Letter-of-Credit Rights, Letters of Credit, Supporting Obligations, and Money, consisting of, arising from, or relating to or delivered pursuant to, any of the foregoing;

     (i) General Intangibles (including, without limitation, all Payment Intangibles and all rights, titles and interests in the English Security Documents, the Dutch Security Documents and the Mexican Security Documents);

     (j) Goods (including, without limitation, all its Equipment, Fixtures and Inventory), together with all embedded software, accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;

     (k) Instruments;

     (l) Intellectual Property;

     (m) (i) (A) all issued and outstanding shares of capital stock of each Pledged Share Issuer identified in Item A of Attachment I hereto, (B) all other Pledged Shares issued from time to time, (C) all Pledged Notes of each Pledged Note Issuer identified in Item D of Attachment I hereto (including, without limitation, the UK Note and the Dutch VFLN Note), (D) all other Pledged Notes issued from time to time, (E) all Pledged Note Liens, (F) all issued and outstanding member interests, general or limited partnership interests or other ownership interests of each Pledged Interest Issuer identified in Item B of Attachment I hereto, (G) all other Pledged Interests issued from time to time, (H) all other Pledged Property, whether now or hereafter delivered to the Second Priority Collateral Agent, the Collateral Control Agent or the First Priority Collateral Agent in connection with this Agreement, and (I) all Dividends, Distributions, interest, and other payments and rights with respect to any Pledged Property; (ii) all Sales Proceeds Accounts and all funds, properties and assets (including financial assets) deposited therein or carried in or credited thereto; and (iii) to the extent not included in the foregoing clause (m)(i) , all other Investment Property (including, without limitation, Commodity Accounts, Commodity Contracts, Securities (whether Certificated Securities or Uncertificated Securities), Security Entitlements and Securities Accounts);

     (n) Letter-of-Credit Rights and Letters of Credit;

     (o) Money (of every jurisdiction whatsoever);

     (p) Dutch Assets;

     (q) UK Pledged Shares and UK Note;

     (r) Supporting Obligations;

     (s) Servicing Contracts;

     (t) Investment Property; and

     (u) to the extent not included in the foregoing, all other personal assets and property of any kind or description;

together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to, any of the foregoing, all claims and/or insurance proceeds arising out of the loss, nonconformity or any interference with the use of, or any defect or infringement of rights in, or damage to, any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from, and all distributions on and rights arising out of, any of the foregoing; provided that, notwithstanding the foregoing, the “Collateral” described in this Section 2 shall not include Excluded Assets.

     The Company agrees with the Second Priority Collateral Agent and undertakes to pledge or, as the case may be, to pledge in advance the Dutch VFLN Receivables and each of RFC and RFC Holdings agrees with the Second Priority Collateral Agent and undertakes to pledge or, as the case may be, to pledge in advance the respective Dutch Membership Interests.

     3.  Grant of Security Interest by Equity Pledgors . As security for the prompt payment in full in cash and performance of all Obligations, each of the Equity Pledgors hereby pledges to the Second Priority Collateral Agent for the benefit of the Notes Parties, and grants a continuing security interest to the Second Priority Collateral Agent for the benefit of the Notes Parties in, all of each such Equity Pledgor’s right, title and interest, in, to, and under, whether now or hereafter existing, owned or acquired and wherever located and howsoever created, arising or evidenced, all of the following:

     (a) all Pledged Shares of each Pledged Share Issuer identified in Item A of Attachment I hereto;

     (b) all other Pledged Shares issued by any Pledged Share Issuer and pledged hereunder by any Equity Pledgor from time to time;

     (c) all promissory notes, if any, of each Pledged Note Issuer identified in Item D of Attachment I hereto;

     (d) all other Pledged Notes, if any, issued by any Pledged Note Issuer from time to time;

     (e) all Pledged Note Liens, if any;

     (f) all Pledged Interests of each Pledged Interest Issuer identified in Item B of Attachment I hereto;

     (g) all other Pledged Interests issued by any Pledged Interest Issuer and pledged hereunder by any Equity Pledgor from time to time;

     (h) all Dividends, Distributions, interest, and other payments and rights with respect to any Pledged Shares or Pledged Interests;

     (i) all Deposit Accounts and all Property deposited or carried therein or credited thereto; and

     (j) all Securities Accounts and all Property (including all Investment Property and Financial Assets) deposited or carried therein or credited thereto, and all permitted investments acquired with funds on deposit in or carried in or credited to such Securities Accounts;

together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to, any of the foregoing, all claims and/or insurance proceeds arising out of the loss, nonconformity or any interference with the use of, or any defect or infringement of rights in, or damage to, any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from, and all distributions on and rights arising out of, any of the foregoing; provided that, notwithstanding the foregoing, the “Collateral” described in this Section 3 shall not include Excluded Assets.

     4.  Grant of Security Interest by FABS Grantors . As security for the prompt payment in full in cash and performance of all Obligations, each of the FABS Grantors hereby pledges to the Second Priority Collateral Agent for the benefit of the Notes Parties, and grants a continuing security interest to the Second Priority Collateral Agent for the benefit of the Notes Parties, in all of each such FABS Grantor’s right, title and interest, in, to, and under, whether now or hereafter existing, owned or acquired and wherever located and howsoever created, arising or evidenced, all of the following:

     (a) all Financial Assets, including without limitation all Financial Asset-Backed Securities;

     (b) all Deposit Accounts and Securities Accounts in which any Financial Assets are carried or credited, and all Investment Property (including all Security Entitlements), Instruments, Money, and other Property on deposit or carried therein or credited thereto, and all permitted investments acquired with funds on deposit in or carried in or credited thereto, and in any event the Securities Accounts identified opposite such FABS Grantor’s name on Schedule X hereto;

     (c) all agreements, contracts, documents and instruments evidencing, arising from, relating to or other otherwise delivered pursuant to or in connection with Financial Assets;

     (d) all cash and funds delivered to each FABS Grantor (or its bailee or agent) in respect of such Financial Assets and any collateral securing the same; and

     (e) to the extent not included in the foregoing, all Accounts, Chattel Paper, Deposit Accounts, Documents, General Intangibles, Payment Intangibles, Instruments, Investment Property, Letter-of-Credit Rights, Letters of Credit, Supporting Obligations, and Money, consisting of, arising from, or relating to or delivered pursuant to, any of the foregoing;

together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, all claims and/or insurance proceeds arising out of the loss, nonconformity or any interference with the use of, or any defect or infringement of rights in, or damage to, any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from, and all distributions on and rights arising out of, any of the foregoing; provided that, notwithstanding the foregoing, the “Collateral” described in this Section 4 shall not include Excluded Assets.

     5.  Grant of Security Interest by Additional Account Parties . As security for the prompt payment in full in cash and performance of all Obligations, each of the Additional Account Parties hereby pledges to the Second Priority Collateral Agent for the benefit of the Notes Parties, and hereby grants a continuing security interest to the Second Priority Collateral Agent for the benefit of the Notes Parties in, all of each such Additional Account Party’s right, title and interest, in, to, and under, whether now or hereafter existing, owned or acquired and wherever located and howsoever created, arising or evidenced, all of the following:

     (a) all Deposit Accounts identified opposite such Additional Account Party’s name on Schedule X hereto and in any Property deposited or carried therein or credited thereto; and

     (b) all Proceeds, products, offspring, rents, issues, profits and returns of and from, and all distributions on and rights arising out of, any of the foregoing;

provided that, notwithstanding the foregoing, the “Collateral” described in this Section 5 shall not include Excluded Assets.

     6.  Second Priority Nature of Liens . Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Priority Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Second Priority Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the Discharge of First Priority Claims, (i) the requirements of this Agreement to endorse, sign or deliver or give “control” as to, Collateral or proceeds thereof, to the Second Priority Collateral Agent or the Collateral Control Agent shall be deemed satisfied by endorsement, assignment or delivery of or the giving of “control” to, such Collateral or proceeds to the First Priority Collateral Agent or Collateral Control Agent (in each case, as bailee or agent for the Second Priority Collateral Agent) and (ii) any endorsement, assignment or delivery to the First Priority Collateral Agent or Collateral Control Agent (in each case, as bailee or agent for the Second Priority Collateral Agent) shall be deemed an endorsement, assignment or delivery to the Second Priority Collateral Agent for all purposes hereunder.

     7.  Representations and Warranties .

     (a) Each Grantor represents and warrants that:

     (i) no financing statement (other than any which may have been filed on behalf of the Second Priority Collateral Agent or in connection with Permitted Liens) covering any of the Collateral is on file in any public office;

     (ii) (1) such Grantor is and will be the lawful owner of all Collateral, free of all Liens and claims whatsoever, other than the security interest hereunder and Permitted Liens, with full power and authority to execute and deliver this Agreement and perform such Grantor’s obligations hereunder, and to subject the Collateral to the security interest hereunder and (2) none of the Collateral of such Grantor that constitutes Primary Collateral is subject to any Liens securing Indebtedness for borrowed money other than Permitted Liens securing Permitted First Lien Indebtedness and the Junior Secured Notes on the Issue Date;

     (iii) all information with respect to the Collateral and Account Debtors set forth in any schedule, certificate or other writing at any time heretofore or hereafter furnished by such Grantor to the Second Priority Collateral Agent or any Notes Party is and will be true and correct in all material respects as of the date specified therein (or, if no date is so specified, as of the date furnished);

     (iv) such Grantor’s true legal name as registered in the jurisdiction in which such Grantor is organized or incorporated, jurisdiction of organization or incorporation, federal employer identification number, organizational identification number, if any, as designated by the state of its organization, formation or incorporation, chief executive office and principal place of business are as set forth on Schedule I hereto (and such Grantor has not maintained its chief executive office and principal place of business at any other location at any time after January 1, 2003 except as otherwise disclosed in writing to the Second Priority Collateral Agent and the Trustee);

     (v) each other location where such Grantor maintains a place of business is set forth on Schedule II hereto or as otherwise disclosed in writing to the Second Priority Collateral Agent and the Trustee;

     (vi) except as disclosed on Schedule III hereto, such Grantor is not now known and during the five years preceding the date hereof has not previously been known by any trade name;

     (vii) except as disclosed on Schedule III hereto, during the five years preceding the date hereof such Grantor has not been known by any legal name different from the one set forth on the signature page of this Agreement nor has such Grantor been the subject of any merger or other corporate reorganization;

     (viii) Schedule IV hereto contains a complete listing of all of such Grantor’s material Intellectual Property which is subject to a registration;

     (ix) Schedule V hereto contains a complete listing of all of such Grantor’s Commercial Tort Claims in excess of $10,000,000 in value;

     (x) Schedule VII hereto identifies all direct Subsidiaries of the Company, Guarantors and each Equity Pledgor;

     (xi) Schedule IX hereto lists all Bailment Collateral such Grantor is required to deliver to the Second Priority Collateral Agent, the Collateral Control Agent or the First Priority Collateral Agent as of the Issue Date, such Schedule IX to be updated at any time additional Bailment Collateral may be so delivered;

     (xii) such Grantor is a corporation, limited partnership or limited liability company as specified in Schedule I hereto and is duly organized, validly existing and in good standing under the laws of the state of its incorporation, formation or organization;

     (xiii) the execution and delivery of this Agreement, the grant of the security interest, proxy and other rights granted herein and the performance by such Grantor of its obligations hereunder are within such Grantor’s corporate, partnership or limited liability company powers, have been duly authorized by all necessary corporate, partnership or limited liability company action, have received all necessary governmental approvals (if any shall be required), and do not and will not contravene or conflict with any provision of law or of the charter or by-laws or other organizational documents of such Grantor or any judgment, order or decree, which is binding upon such Grantor and will not cause a breach, default or event of default under any agreement, indenture, instrument or other document to which such Grantor is a party;

     (xiv) this Agreement is a legal, valid and binding obligation of such Grantor, enforceable in accordance with its terms, except that the enforceability of this Agreement may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);

     (xv) such Grantor has not performed any act which might prevent the Second Priority Collateral Agent from enforcing any of the terms of this Agreement or which could limit the Second Priority Collateral Agent in any such enforcement;

     (xvi) no Collateral is in the possession of any Person (other than such Grantor or a custodian, securities intermediary or account bank appointed by such Grantor) asserting any claim thereto or security interest therein (other than Permitted Liens), except that the Second Priority

Collateral Agent or the Collateral Control Agent or their designee or agents may have possession of Collateral as contemplated pursuant to the Notes Documents;

     (xvii) this Agreement creates a valid security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect and protect such security interest have been duly taken and such security interest shall be a second priority security interest as to all Collateral (except for Permitted Liens).

     (xviii) in the case of any Pledged Shares constituting Collateral, all of such Pledged Shares are duly authorized and validly issued, fully paid, and non-assessable, and constitute all of the issued and outstanding shares of capital stock of each Pledged Share Issuer owned by the Pledgor set forth across from the name of such Pledged Share Issuer on Attachment I hereto, except as otherwise set forth thereon;

     (xix) in the case of each Pledged Note and the Pledged Note Liens, all of such Pledged Notes and Pledged Note Liens, if any, have been duly authorized, executed, endorsed, issued and delivered, and are the legal, valid and binding obligation of the issuers thereof, and are not in default;

     (xx) in the case of any Pledged Interests constituting Collateral, such Pledged Interests constitute one hundred percent (100%) of the Pledgor’s interest in the Pledged Interest Issuer (other than Excluded Assets) and the percentage of the total membership, partnership or other equity interests in the Pledged Interest Issuer indicated on Attachment I , except as otherwise set forth thereon. The Pledged Interests indicated on Attachment I are duly registered in the permanent ownership records of the respective Pledged Interests Issuer, and such registration is maintained in the principal office of such issuer. Such registration continues valid and genuine and has not been altered. All Pledged Interests have been duly authorized and validly issued, are fully paid and non-assessable, and were not issued in violation of the preemptive rights, if any, of any Person or of any agreement by which any Pledgor is bound. All documentary, stamp or other taxes or fees owing in connection with the registration, issuance, transfer or pledge of Collateral have been paid. No restrictions or conditions exist with respect to the registration, transfer, voting or pledge of any Pledged Interests (other than usual or customary securities laws or ERISA restrictions). All requisite formalities for the granting of a security interest in the Pledged Interests required pursuant to the organizational documents of the Pledgors or the Pledged Interest Issuer have been complied with on or prior to the execution and delivery of this Agreement. Each Pledgor represents that, as of the date hereof, none of the Pledged Interests is dealt with or traded on any securities exchange or in any securities market; and

     (xxi) the information set forth on Schedule XI hereto is true and correct in all material respects.

     (b) RFC represents and warrants, with respect to the UK Pledged Shares, that:

     (i) it is the sole legal and beneficial owner of the UK Pledged Shares free from all Liens other than Permitted Liens;

     (ii) the UK Pledged Shares are fully paid;

     (iii) there are no moneys or liabilities outstanding or payable in respect of the UK Pledged Shares or any of them;

     (iv) it is lawfully entitled to create the security over the UK Pledged Shares constituted by this Agreement in favor of the Second Priority Collateral Agent;

     (v) together the UK Pledged Shares constitute 65% of the issued share capital of each UK Pledge Shares Company; and

     (vi) the UK Pledged Shares are fully transferable to the Second Priority Collateral Agent (or any other Person as the Second Priority Collateral Agent shall direct) without restriction and in particular in respect of any preemption rights or restrictions in the articles of association of any UK Pledged Shares Company all appropriate waivers have been obtained in respect of them from all other shareholders of that UK Pledged Shares Company, which are unconditional, irrevocable and legally binding and enforceable.

     8.  Grantor Remains Liable; Nature of Security Interest; Subrogation, etc .

     (a) Anything herein to the contrary notwithstanding, (i) each Grantor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein, and will perform all of its duties and obligations under such contracts and agreements to the same extent as if this Agreement had not been executed, (ii) the exercise by the Second Priority Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under any such contracts or agreements included in the Collateral, and (iii) neither the Second Priority Collateral Agent nor any other Notes Party shall have any obligation or liability under any contracts or agreements included in the Collateral by reason of this Agreement, nor shall the Second Priority Collateral Agent nor any other Notes Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

     (b) This Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect as set forth in Section 16 . All rights of the Notes Parties and the security interests granted to the Second Priority Collateral Agent (for its benefit and the benefit of each other Notes Party) hereunder, and all obligations of the Grantors hereunder, shall, in each case, be absolute, unconditional and irrevocable irrespective of (i) any lack of validity, legality or enforceability of any Notes Document, (ii) the failure of any Notes Party (A) to assert any claim or demand or to enforce any right or remedy against any Grantor or any other Person under the provisions of any Notes Document or otherwise, or (B) to exercise any right or remedy against any other guarantor of, or collateral securing, any Obligations, (iii) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations, (iv) any reduction, limitation, impairment or termination of any Obligations (except until all Obligations have been paid in full in cash) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise, (v) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Notes Document, (vi) any addition, exchange or release of any Collateral of the Obligations, or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by any Notes Party securing any of the Obligations, or (vii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, any surety or any guarantor.

     (c) Until one year and one day after all Obligations have been paid in full in cash, each Grantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the

Company or any other Grantor that arise from the existence, payment, performance or enforcement of such Grantor’s obligations under this Agreement or any other Notes Document, including any right of subrogation, reimbursement, exoneration or indemnification, any right to participate in any claim or remedy of any Notes Party against the Company or any other Grantor or any Collateral which any Notes Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including the right to take or receive from the Company or any Grantor, directly or indirectly, in cash or other property or by set-off or in any manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Grantor in violation of the preceding sentence and the Obligations shall not have been indefeasibly paid in full in cash, then such amount shall be deemed to have been paid to such Grantor for the benefit of, and held in trust for, the Second Priority Collateral Agent (on behalf of the Notes Parties), and shall forthwith be paid to the Second Priority Collateral Agent to be credited and applied upon the Obligations, whether matured or unmatured. Each Grantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and that the waiver set forth in this Section 8(c) is knowingly made in contemplation of such benefits.

     (d) Except as otherwise provided in the Indenture, if any Notes Party may, under applicable Requirements of Law, proceed to realize its benefits under this Agreement or the other Notes Documents giving any Notes Party a lien upon any Collateral, either by judicial foreclosure or by non-judicial sale or enforcement, such Notes Party may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Agreement. If, in the exercise of any of its rights and remedies, any Notes Party shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Grantor or any other Person, whether because of any applicable Requirements of Law pertaining to “election of remedies” or the like, each Grantor hereby consents to such action by such Notes Party and waives any claim based upon such action, even if such action by such Notes Party shall result in a full or partial loss of any rights of subrogation that such Grantor might otherwise have had but for such action by such Notes Party.

     9.  Collections, etc . Until such time during the existence of an Event of Default as the Second Priority Collateral Agent shall notify such Grantor of the revocation of such power and authority, each Grantor (a) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Second Priority Collateral Agent may reasonably request or, in the absence of such request, as such Grantor may deem advisable; and (b) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. The Second Priority Collateral Agent, however, may, at any time that an Event of Default has occurred and is continuing, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, notify any party obligated on any of the Non-Tangible Collateral to make payment or otherwise render performance to or for the benefit of the Second Priority Collateral Agent and enforce, by suit or otherwise, the obligations of any such party obligated on any Non-Tangible Collateral. In connection therewith, the Second Priority Collateral Agent may surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Second Priority Collateral Agent following the occurrence and during the continuation of an Event of Default, each Grantor will, at its own expense, notify any party obligated on any of the Non-Tangible Collateral to make payment to the Second Priority Collateral Agent of any amounts due or to become due thereunder.

     10.  Release . Collateral shall from time to time be released from the security interest created by this Agreement pursuant to and in accordance with the provisions of the Indenture. Upon any such

release, the Trustee will, at the Grantors’ joint and several expense, cause the Second Priority Collateral Agent to deliver to the relevant Grantor, without any representations, warranties or recourse of any kind whatsoever, such released Collateral held by the Second Priority Collateral Agent or Collateral Control Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. With respect to any such release, the Second Priority Collateral Agent and the Trustee shall be entitled to rely conclusively upon an Officer’s Certificate and an Opinion of Counsel delivered in connection with such release, which Officer’s Certificate and an Opinion of Counsel shall be in the form of Attachments III and IV , respectively.

     11.  Agreements of the Grantors .

     (a) Each Grantor:

     (i) will execute such financing statements (or any equivalent filings in the United Kingdom and the Netherlands) and other documents (and pay the cost of filing or recording the same in all public offices reasonably determined to be appropriate by the Second Priority Collateral Agent or the Trustee) and do such other acts and things (including, without limitation, delivery to the Second Priority Collateral Agent or the Collateral Control Agent of any Instruments and Certificated Securities which constitute Collateral), all as the Second Priority Collateral Agent or the Trustee may from time to time reasonably request, to establish and maintain a valid perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Obligations (and each Grantor authorizes the Second Priority Collateral Agent and the Trustee to file, without limitation, any financing statement (or any equivalent filings in the United Kingdom and the Netherlands) that (i) indicates the Collateral (x) as “all property” or “all assets” of such Grantor or words of similar effect, regardless of whether any particular asset in the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement is filed, or (y) as being of an equal or lesser scope or with greater detail, and (ii) contains any other information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement is filed regarding the sufficiency or filing office acceptance of any financing statement (or any equivalent filings in the United Kingdom and the Netherlands), including (x) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (y) in the case of a financing statement (or any equivalent filings in the United Kingdom and the Netherlands) filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates; provided that, in any event, each Grantor shall take any such action, and any action listed in clauses (x) and (xi) below, for the benefit of the Second Priority Collateral Agent to the extent and at the time it is taking the same action for the benefit of the First Priority Collateral Agent;

     (ii) will keep all its records regarding Collateral at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Grantor shall have given the Second Priority Collateral Agent and the Trustee not less than 30 days’ prior written notice;

     (iii) will not change its state of organization or incorporation and will not change its name, identity or corporate structure or its organizational identification number for the state of its incorporation, formation or organization, in each case such that any financing statement filed to perfect the Second Priority Collateral Agent’s interests under this Agreement would become seriously misleading, unless such Grantor shall have given the Second Priority Collateral Agent and the Trustee not less than 30 days’ prior notice of such change ( provided that this Section 11(a)(iii)

shall not be deemed to authorize any change or transaction prohibited under the Indenture) and shall have taken or will timely take all action necessary to maintain continued perfection and priority of the security interest created hereunder following such change;

     (iv) to the extent practicable, will keep its records concerning the Collateral in such a manner as will enable the Second Priority Collateral Agent or its designees to determine at any time the status of the Collateral;

     (v) to the extent practicable, will furnish the Second Priority Collateral Agent such information as is available to such Grantor concerning such Grantor, the Collateral and the Account Debtors as the Second Priority Collateral Agent may from time to time reasonably request;

     (vi) will permit the Second Priority Collateral Agent, the Trustee and their designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice if a Default has occurred and is continuing) to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Grantor pertaining to the Collateral and the Account Debtors, and will, upon request of the Second Priority Collateral Agent during the existence of a Default and to the extent practicable, deliver to the Second Priority Collateral Agent all of such records and papers;

     (vii) will not sell, lease or assign any Collateral except as permitted by the Notes Documents or create or permit to exist any Lien on any Collateral other than Permitted Liens;

     (viii) will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and, following the Discharge of First Priority Claims, cause all such policies to provide that loss thereunder shall be payable to the Second Priority Collateral Agent as its interest may appear (it being understood that (A) so long as no Default shall be continuing, the Second Priority Collateral Agent shall deliver any proceeds of such insurance which may be received by it to such Grantor and (B) upon the occurrence and during the continuance of a Default shall be continuing, the Trustee may direct (in writing) the Second Priority Collateral Agent to apply any proceeds of such insurance which may be received by it toward payment of the Obligations, whether or not due, in such order of application as the Trustee may determine) and such policies or certificates thereof shall, if the Second Priority Collateral Agent so requests, be deposited with or furnished to the Second Priority Collateral Agent;

     (ix) will keep all of the Collateral granted by such Grantor, Deposit Accounts and Investment Property in the United States or at such other locations outside of the United States as may be specified in writing to the Trustee;

     (x) will promptly notify the Second Priority Collateral Agent and the Trustee in writing upon incurring or otherwise obtaining a Commercial Tort Claim which is claiming damages in excess of $10,000,000 (or any lesser amount specified in writing by the Trustee or the Second Priority Collateral Agent, if a Default has occurred and is continuing) after the date hereof against any third party, and concurrently therewith deliver to the Trustee, in form and substance satisfactory to the Trustee, a supplement to Schedule V sufficiently identifying such Commercial Tort Claim for purposes of Section 9-108 of the UCC;

     (xi) will promptly notify the Second Priority Collateral Agent and the Trustee in writing upon becoming the beneficiary under any letter of credit in excess of $10,000,000 (or any

lesser amount specified in writing by the Trustee or the Second Priority Collateral Agent, if a Default has occurred and is continuing) and, at the request of the Second Priority Collateral Agent following the Discharge of First Priority Claims, pursuant to an agreement in form and substance satisfactory to the Second Priority Collateral Agent, either (A) arrange for the issuer and any confirmer or other nominated person of such letter of credit to consent to an assignment to the Second Priority Collateral Agent of such letter of credit or (B) arrange for the Second Priority Collateral Agent to become the transferee beneficiary of such letter of credit;

     (xii) will promptly notify the Second Priority Collateral Agent and the Trustee in writing if such Grantor holds or acquires an interest in any Electronic Chattel Paper and, at the request of the Second Priority Collateral Agent take such action as the Second Priority Collateral Agent or the Trustee may reasonably request to vest control, under Section 9-105 of the UCC, of such Electronic Chattel Paper in the Second Priority Collateral Agent or the Collateral Control Agent;

     (xiii) if any Grantor (i) obtains any rights to any additional Intellectual Property constituting Collateral which is registered with the United States Copyright Office or the United States Patent & Trademark Office or (ii) becomes entitled to the benefit of any additional Intellectual Property constituting Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property constituting Collateral which is registered with the United States Copyright Office or the United States Patent & Trademark Office, or any improvement on any Intellectual Property constituting Collateral which is registered with the United States Copyright Office or the United States Patent & Trademark Office, such Grantor will notify the Second Priority Collateral Agent in writing and use commercially reasonable efforts to cause a short form security agreement in favor of the Second Priority Collateral Agent to be filed in the United States Copyright Office or the Unites States Patent & Trademark Office, as the case may be, with respect to such Intellectual Property; provided that this covenant shall not apply to “off-the-shelf” license rights of any Grantor in any Intellectual Property or any other license rights that are not material to such Grantor;

     (xiv) acknowledges and agrees that it is not authorized to file any financing statement in favor of the Second Priority Collateral Agent without the prior written consent of the Second Priority Collateral Agent and that it will not do so without the prior written consent of the Second Priority Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC;

     (xv) agrees that, in the event any Grantor takes any action to grant or perfect a Lien in favor of the First Priority Collateral Agent in any assets (other than the delivery of possessory Collateral or the grant of “control” over any Collateral to the Collateral Control Agent but including actions to perfect security interests under the laws of foreign jurisdictions), such Grantor shall also take such action to grant or perfect a Lien in favor of the Second Priority Collateral Agent to secure the Obligations;

     (xvi) will facilitate the realization of the Collateral and the exercise of all powers, authorities and discretions vested by this Agreement in the Second Priority Collateral Agent; and

     (xvii) shall in particular promptly execute all transfers, conveyances, assignments and assurances which the Second Priority Collateral Agent may reasonably request in order to preserve or protect its interest in the Collateral.

Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne jointly and severally by the Grantors. Upon the occurrence and during the continuation of an Event of Default, the

Second Priority Collateral Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Grantor shall at the request of the Second Priority Collateral Agent do any and all lawful acts and execute any and all proper documents reasonably requested by the Second Priority Collateral Agent or the Trustee in aid of such enforcement and such Grantor shall promptly, upon demand, reimburse and indemnify the Second Priority Collateral Agent and the Trustee for all costs and expenses incurred by either of them in the exercise of their rights under this Section 11 . Notwithstanding the foregoing, the Second Priority Collateral Agent shall have no obligation or liability regarding the Collateral or any proceeds thereof by reason of, or arising out of, this Agreement.

     (b) Each of RFC and RFC Holding (i) shall execute a written declaration as referred to in clause 19.12 of the articles of association ( statuten ) of GMAC RFC International Holdings Coöperatief U.A. pursuant to which it terminates its membership ( lidmaatschap ) of GMAC RFC International Holdings Coöperatief U.A., subject to the occurrence of an Event of Default or the delivery of a notice in accordance with Section 6.02 of the Indenture and (ii) shall not revoke such written declaration or otherwise take any action that results in such written declaration being nullified or declared null and void.

     (c) The Company acknowledges and agrees that (a) it shall (1) not waive any rights under nor amend, novate, repudiate, rescind or otherwise terminate or permit to be terminated any Assigned Document without the prior written consent of the Second Priority Collateral Agent; (2) diligently pursue any remedies available to it for any breach of, or in respect of any claim in relation to, any Assigned Document; (3) deposit the UK Note and any UK Note Related Security issued in relation to a UK Note pursuant to Clause 8.2 (New Note Certificate) of the Note Issuance Facility Deed with the Second Priority Collateral Agent or Collateral Control Agent; and (4) procure that the UK SPE complies with its obligations under Clause 8.2 (New Note Certificate) of the Note Issuance Facility Deed, including, without limitation, granting a power of attorney in favor of the Second Priority Collateral Agent or Collateral Control Agent in a form set out in Schedule 9 to the Note Issuance Facility Deed; and (b) all payments received by it in connection with the UK Note, including the proceeds of any redemption of the UK Note whether as a result of a disposal of any assets or otherwise, shall be deposited into an account specified by the Second Priority Collateral Agent pursuant to the written direction of the Trustee from time to time.

     12.  Agreement as to Investment Property; Voting .

     (a) All certificates or Instruments, if any, representing or evidencing any Primary Collateral, including any Pledged Property, shall be delivered to and held by or on behalf of (and, in the case of the Pledged Notes, endorsed to the order of) the Collateral Control Agent pursuant hereto, shall be in suitable form for transfer by delivery, and shall be accompanied by all necessary endorsements or instruments of transfer or assignment, duly executed in blank; provided that notes evidencing individual residential mortgage loans included in Primary Collateral need not be so delivered before September 15, 2008; and provided further that notes evidencing individual residential mortgage loans that are not included in Primary Collateral need not be so delivered.

     (b) To the extent any of its Primary Collateral constitutes a “certificated security” (as defined in Section 8-102(a)(4) of the UCC), each Grantor shall take such other actions as necessary to grant “control” (as defined in Section 8-106 of the UCC) to the Second Priority Collateral Agent or Collateral Control Agent over such Collateral.

     (c) Not later than the earlier of (i) September 15, 2008 and (ii) the date specified by the Trustee following an Event of Default, to the extent any of its Primary Collateral constitutes an “uncertificated security” (as defined in Section 8-102(a)(18) of the UCC) with a Carrying Value of $10,000,000 or more, each Grantor shall take and cause the appropriate Person (including any issuer, entitlement holder or secu-

rities intermediary thereof) to take all actions necessary to grant “control” (as defined in Section 8-106 of the UCC) to the Collateral Control Agent over such Primary Collateral including, without limitation, causing delivery of such Primary Collateral or causing the issuer of such Primary Collateral, as appropriate, to agree to comply with the instructions originated by the Collateral Control Agent without further consent by the registered owner thereof.

     (d) Not later than the earlier of (i) September 15, 2008 and (ii) the date specified by the Trustee following an Event of Default, to the extent any of its Primary Collateral constitutes a “security entitlement” or a “securities account” (as such terms are defined in Sections 8-102(a)(17) and 8-501(a), respectively, of the UCC), each Grantor shall take and cause the appropriate Person (including any securities intermediary thereof) to take all actions necessary to grant “control” (as defined in Section 8-106 of the UCC) to the Collateral Control Agent over such Primary Collateral including, without limitation, causing to be delivered to the Collateral Control Agent an agreement executed by the securities intermediary thereof whereby such securities intermediary agrees (i) that it will comply with entitlement orders originated by the Collat