TRADEMARK LICENSE AGREEMENT



This Agreement, effective June 24, 2005, is entered between Residential Capital

Corporation, a Delaware corporation, with its principal place of business at

8400 Normandale Lake Boulevard, Minneapolis, MN 55437 ("LICENSEE"), and GENERAL

MOTORS ACCEPTANCE CORPORATION ("GMAC"), a Delaware corporation, with its

principal place of business at 200 Renaissance Center, Detroit, Michigan 48265,

and GENERAL MOTORS CORPORATION ("GM"), a Delaware Corporation, with its

principal place of business at 300 Renaissance Center, Detroit, Michigan 48265.



Recitals



This Agreement is entered with reference to the following facts:



A.    GMAC is the owner of the various trademarks (collectively "GMAC Marks") as

      set forth on Annex A attached hereto.



B.    GM is the owner of the various trademarks (collectively "GM Marks") set

      forth on Annex B attached hereto.



C.    LICENSEE is or will be engaged in the financial services business

      including but not limited to originating, purchasing, selling, servicing

      and securitizing residential mortgage loans; providing warehouse financing

      to residential mortgage loan originators and correspondent lenders to

      originate residential mortgage loans; providing real estate brokerage,

      relocation and closing services; and providing custodial services,

      banking, consumer financial products, and business lending and investment

      activities.



D.    LICENSEE desires to use the GMAC Marks and GM Marks in connection with its

      business (the "Products and Services") and GMAC and GM are willing to

      permit such use upon the terms and conditions in this Agreement.



NOW, THEREFORE, in consideration of the mutual promises contained herein and

intending to be legally bound, LICENSEE, GMAC and GM hereby agree as follows:



ARTICLE I - TRADEMARK LICENSE



1.1   License Grant: GMAC and GM hereby grant to LICENSEE a royalty free,

      nonexclusive license to use, and to grant sublicenses to LICENSEE'S

      subsidiaries to use and to grant further sublicenses to their respective

      subsidiaries and franchisees, worldwide in their respective GMAC Marks and

      GM Marks in forms approved by the respective owner, GMAC or GM prior to

      such use for the purposes of: (i) offering the Products and Services and

      (ii) advertising and promoting the Products and Services. LICENSEE will be

      required to manage the



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      use of GMAC Marks and GM Marks in accordance with the GMAC and GM Brand

      Standards published at www.gmacbrand.com and www.gmbrandzone.com (the

      "Brand Standards"). LICENSEE or its sublicensees may not use in any

      company name GM Marks or any confusingly similar marks, names or designs .



1.2   No Adverse Claims: LICENSEE recognizes GMAC's and GM's respective

      ownership in and title to their respective GMAC Marks and GM Marks and

      LICENSEE and any sublicensees have not acquired, and will not acquire or

      claim, any right, title or interest adverse to GMAC or GM in the

      respective GMAC Marks or GM Marks or any confusingly similar marks, names

      or designs regardless of whether or not they are registered in the United

      States or any other country. LICENSEE understands and agrees that all

      sublicense agreements shall contain the same undertaking on behalf of the

      sublicensees as provided herein with respect to the respective ownership

      of the GMAC Marks and GM Marks. This provision shall survive the

      expiration or termination of this Agreement. From time to time, upon the

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