WAIVER

Exhibit 10.10

WAIVER

June 13, 2008

     This Waiver is being agreed by Residential Capital, LLC (“ ResCap ”) and GMAC LLC (“GMAC”) pursuant to Section 8 of the Amended and Restated Operating Agreement, dated November 27, 2006, by and among ResCap, GMAC and General Motors Corporation (“ GM ”) (the “ Operating Agreement ”). Capitalized terms used but not defined in this waiver have the meanings given to them in the Operating Agreement.

     1. The parties hereby reference the transaction described in the commitment letter between Cerberus Capital Partners, L.P. and ResCap, dated June 2, 2008, and attached hereto as Exhibit A (the “ Model Home Transaction ”), which transaction was approved by the boards of directors of both ResCap and GMAC and which was closed and funded on June 9, 2008. As described in the Model Home Transaction commitment letter, ResCap will receive Class B Junior Preferred Units in CMH Holdings LLC, the new SPV formed (and controlled) by Cerberus to acquire certain model home and related assets.

     2. The parties further reference the covenant contained in Section 2(a)(ii) of the Operating Agreement, whereby ResCap and GMAC agree that ResCap shall not make any Investment in any GMAC Affiliate (the “ Investment in Affiliates Covenant ”).

     3. ResCap further references the resolutions, duly adopted by the Board of Directors of ResCap (including its Independent Director) at a meeting duly called and held on June 13, 2008, and attached hereto as Exhibit B , whereby the Board authorized a waiver of the Investment in Affiliates Covenant solely in respect of ResCap’s investment in CMH Holdings LLC as a material component of the Model Home Transaction, with such waiver to have effect on and as of June 9, 2008.

     4. The parties further reference that Section 8 of the Operating Agreement requires any amendment or waiver of a provision of the Operating Agreement to be in writing and signed by the parties to the Operating Agreement (other than GM, which has, pursuant to Section 9 of the Operating Agreement, no obligations or rights from and after November 27, 2006).

     NOW, THEREFORE, each of ResCap and GMAC hereby waive the Investment in Affiliates Covenant solely in respect of ResCap’s investment in CMH Holdings LLC as a material component of the Model Home Transaction, with such waiver to have effect on and as of June 9, 2008.

[Signature Page Follows]

          In witness whereof, the undersigned have executed this Waiver as of the date first written above.

EXHIBIT A
Model Home Transaction Commitment Letter

Exhibit A

Cerberus Capital Management, L.P.
299 Park Avenue
New York, NY 10171

June 2, 2008

Residential Capital, LLC
One Meridian Crossings
Minneapolis, Minnesota 55423

Gentlemen:

     Residential Capital, LLC (“ResCap”) has advised us that it wishes to effect the sale of certain model home assets (collectively, the “Assets”) by way of the sale of all of the outstanding membership interests in the entities listed on Schedule A hereto (such entities, the “Acquired Entities” and such sale of membership interests, the “Membership Interests Sale”).

     Cerberus Capital Management, L.P., on behalf of funds and accounts to be designated by it (collectively, the “Investors”), hereby commits, through a newly formed entity to be controlled by Cerberus (“Newco”), to purchase the Assets by way of the Membership Interests Sale for a consideration consisting of $225 million in cash (the “Cash Amount”) and the Series B preferred membership interest in Newco described below.

     The parties acknowledge that the assets currently owned by the Acquired Entities may have an aggregate net book value at closing in excess of $476,000,000 and include assets other than the Assets. Accordingly, the definitive purchase agreement for the Membership Interests Sale (the “Purchase Agreement”) would provide that all lot option properties and REO properties (e.g., model homes that are no longer on lease to the buyer) owned by the Acquired Entities immediately prior to the closing of the Membership Interests Sale would be deemed to be “Excluded Assets” and, after the closing, reconveyed to ResCap; provided, notwithstanding anything to the contrary in this commitment letter, the aggregate net book value of the Assets to be acquired by Newco at closing shall not be less than $476,000,000.

     The parties acknowledge that the Investors has not completed its diligence of the proposed Assets. To the extent that, prior to the execution of Purchase Agreement, Cerberus, on behalf of the Investors, notifies ResCap that certain proposed Assets are not reasonably acceptable to the Investors, then (i) such proposed Assets will be deemed to be “Excluded Assets” for purposes of the Purchase Agreement and, after the closing, reconveyed to ResCap (any such assets, “Retained Assets”) and (ii) ResCap shall, or shall cause one or more of its controlled affiliates to, transfer to the applicable Acquired

Entities replacement assets owned by ResCap or its controlled affiliates in form and substance reasonably acceptable to the Investors.

     To finance the purchase, the Investors or their affiliates would make a term loan to Newco equal to the Cash Amount (the “Term Loan”) and provide a revolving line of credit to fund the operating expenses of the Assets (the “Revolver”, and together with the Term Loan, the “Loan”). The Loan would bear interest at 15% per annum, and would compound quarterly to the extent not paid in cash. The Loan would mature on June 30, 2013 and be secured by a pledge of all of the assets of Newco. All cash flow of Newco, whether from interest or principal payments, sale of assets or upon liquidation would be applied first to the payment of accrued and unpaid interest on the Loan and then to the payment in full of principal of the Loan.

     Newco would have three classes of membership interests:

     1. Series A senior preferred membership interests that would be issued to the Investors in an amount equal to (i) $10,000 plus (ii) amounts, if any, contributed to Newco by the Investors on or after the closing to fund expenses associated with the Assets and their disposition. After payment in full of the Loan, the Series A senior membership interests would be entitled to a preferred return equal to the difference between (x) the greater of (A) 20% of the Cash Amount and (B) a 20% per annum return on the aggregate amount the Cash Amount and the amounts specified in clauses (i) and (ii), compounded annually, and (y) the amount of interest paid on the Loan. After payment in full of the Loan, the holders of the Series A senior preferred membership interests would be entitled to receive all distributions by Newco, whether from interest or principal payments, sale of assets or upon liquidation prior to any distributions on account of any other membership interests.

     2. Series B junior preferred membership interests that would be issued to ResCap in the aggregate amount equal to the difference (but not greater than $250 million) between (i) the book value at closing of the Assets, as set forth in the books of ResCap and (ii) the Cash Amount, which amount would be entitled to a preferred return of 20% per annum, compounded annually (collectively, the “Series B Preference Amount”).

     3. Common membership interests