RESIDENTIAL ACCREDIT LOANS, INC., RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,

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1 EXECUTION COPY RESIDENTIAL ACCREDIT LOANS, INC., RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., Companies and Depositors, GMAC MORTGAGE, LLC, Servicer, RESIDENTIAL FUNDING COMPANY, LLC, Master Servicer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, WELLS FARGO BANK, N.A., Trustees OMNIBUS AMENDMENT NO B TO POOLING AND SERVICING AGREEMENTS Dated as of February 15, 2013

2 THIS OMNIBUS AMENDMENT NO B TO POOLING AND SERVICING AGREEMENTS dated as of February 15, 2013 (this Amendment ), is among RESIDENTIAL ACCREDIT LOANS, INC., a Delaware corporation ( RALI ), RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., a Delaware corporation ( RAMP ) and RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., a Delaware corporation ( RFMSI, and together with RALI and RAMP, are referred to herein as the Companies or the Depositors ), GMAC MORTGAGE, LLC, a Delaware limited liability company, (as successor by conversion to GMAC Mortgage Corporation) in its capacity as servicer (the Servicer ) under the pooling and servicing agreements described on Exhibit A (the Existing GMACM Pooling Agreements ), RESIDENTIAL FUNDING COMPANY, LLC, a Delaware limited liability company, (as successor by conversion to Residential Funding Corporation) in its capacity as master servicer (the Master Servicer ) under the pooling and servicing agreements described on Exhibit B (the Existing RFC Pooling Agreements, and together with the Existing GMACM Pooling Agreements, the Existing Pooling Agreements ), DEUTSCHE BANK TRUST COMPANY AMERICAS, a national banking association, in its capacity as trustee (the DB Trustee ) under the applicable Existing Pooling Agreements described on Exhibit C (the DB Pooling Agreements ), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, in its capacity as trustee (the BNYM Trustee ) under the applicable Existing Pooling Agreements described on Exhibit D (the BNYM Pooling Agreements ), U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as trustee (the USB Trustee ) under the applicable Existing Pooling Agreements described on Exhibit E (the USB Pooling Agreements ) and WELLS FARGO BANK, N.A., a national bank, in its capacity as trustee (the WF Trustee, and together with the DB Trustee, the BNYM Trustee and the USB Trustee, the Trustees ) under the applicable Existing Pooling Agreements described on Exhibit F (the WF Pooling Agreements ). W I T N E S S E T H WHEREAS, the applicable Company or applicable Depositor, the Master Servicer or the Servicer, as applicable, and the applicable Trustee entered into the Existing Pooling Agreements, and the applicable Company or the applicable Depositor and the Master Servicer or the Servicer, as applicable, have determined that amending the Existing Pooling Agreements as set forth below will not adversely affect in any material respect the interests of any holders of securities issued by the trusts created by the Existing Pooling Agreements; WHEREAS, on May 14, 2012 the Master Servicer and the Servicer (along with certain of their affiliates) filed voluntary petitions with the Bankruptcy Court initiating their respective cases (the Bankruptcy Cases ) under Chapter 11 of the Bankruptcy Code and have continued in the possession of their assets and in the management of their businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code ( Bankruptcy Code means title 11 of the United States Code entitled Bankruptcy as now and hereafter in effect (or any similar or equivalent legislation as in effect in any applicable jurisdiction), or any successor statutes); WHEREAS, amending the Existing Pooling Agreements in the manner set forth in this Amendment is expressly contemplated by the transactions entered into in connection with the Bankruptcy Cases and will be approved by an order issued in connection with the Bankruptcy Cases pursuant to Section 363 of the Bankruptcy Code (the 363 Order );

3 WHEREAS, the applicable Company or applicable Depositor, the Master Servicer or the Servicer, as applicable and the applicable Trustee desire to amend the applicable Existing Pooling Agreements as set forth below; WHEREAS, the Existing Pooling Agreements provide for amendments as follows to be executed without the consent of the applicable securityholders. NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Amendments. (a) Each Section 3.22 of the first eight Existing GMACM Pooling Agreements listed on Exhibit A hereto are hereby amended by adding the following subsection (d) after subsection (c) of such Section 3.22: (d) The Servicer shall maintain and provide to any successor servicer and the Trustee (upon request), a detailed accounting on a loan-by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Facility Counterparty that are recoverable on a loan-level. As between a predecessor servicer and its Advance Facility Counterparty, on the one hand, and a successor servicer and its Advance Facility Counterparty (if any) on the other hand, Advance Reimbursement Amounts shall be allocated on a first-in, firstout basis (such that Facility Advances of a particular type that were disbursed first in time will be reimbursed prior to Facility Advances of the same type with respect to the same mortgage loan that were disbursed later in time). If so required pursuant to the terms of an Advance Facility, the Servicer may direct the Trustee (in writing), and if so directed in writing the Trustee will directly distribute to the Advance Facility Counterparty (or an Advance Facility Trustee) the Advance Reimbursement Amounts payable to the Servicer pursuant to this Agreement. Upon the direction of and at the expense of the Servicer, the Trustee agrees to execute such acknowledgments, certificates and other documents (in each case, in form and substance reasonably satisfactory to such party) prepared and provided by the Servicer recognizing the interests of any Advance Facility Counterparty (or an Advance Facility Trustee) in Advance Reimbursement Amounts with respect to Facility Advances made by the Servicer. In accordance with the terms of this Agreement, the Servicer (and any successor servicer) shall apply proceeds received in connection with a liquidation of, or final recovery of amounts under, any mortgage loan serviced under this Agreement, as well as any recovery resulting from a partial collection of insurance proceeds, liquidation proceeds or condemnation proceeds in respect of any mortgage loan, to reimburse any previously unreimbursed Facility Advances with respect to such mortgage loan prior to applying such proceeds to the payment of interest and principal on such mortgage loan. To the extent that the Servicer pledges or assigns Advance Reimbursement Amounts pursuant to an Advance Facility, the Servicer hereby agrees to indemnify the Trustee and its officers, directors, employees, agents and assigns, any backup servicer, any successor servicer and the Trust Fund (each, an Advance Facility Indemnified Party ) for any claim, loss, liability or damage including without limitation, reasonable attorney s fees and expenses, arising from or related to such Advance Facility, provided that, solely with respect to the Trustee, such 2

4 indemnification shall be subject, mutatis mutandis, to the same limitation on indemnification, if any, that applies to the Trustee s conduct and actions pursuant to Section 8.05 of this Agreement; and provided further, however, that for the avoidance of doubt, it shall be expressly agreed and acknowledged that in no event shall the Trustee be afforded or entitled to any less indemnification in respect of any claim, loss, liability or damage arising from or related to any Advance Facility that it would otherwise be afforded or entitled to under this Agreement or the related transaction documents. The Trustee shall be entitled to rely upon any notice of an Advance Facility from the Servicer or an Advance Facility Counterparty or joint written direction terminating an Advance Facility that appears on its face to have been executed by the Servicer and the related Advance Facility Counterparty and which correctly refers to the related Advance Facility and shall be fully protected in acting upon such document in distributing Advance Reimbursement Amounts or in connection with the Servicer withdrawing Advance Reimbursement Amounts, and the Trustee shall have no responsibility to administer, monitor or account for the allocation of Advance Reimbursement Amounts between the Servicer subject to an Advance Facility and any related Advance Facility Counterparty, or an Advance Facility Trustee (including, without limitation, the first-in, first-out allocation described above). The Trustee shall not have any responsibility to track or monitor the payment of any Advance Reimbursement Amount to the related Advance Facility Counterparty or the related Advance Facility Trustee (including, without limitation, whether the Advance Facility Counterparty has received any Advance Reimbursement Amount due to it pursuant to the applicable Advance Facility), or with regard to the compliance of any party hereto or to any Advance Facility with its respective obligations hereunder or thereunder. The Trustee shall have no responsibility to administer, monitor or account for the allocation of Advance Reimbursement Amounts between any predecessor servicer and any successor servicer, and any claim for or related to any Advance Reimbursement Amount that is withdrawn or received by a successor servicer but owed to a predecessor servicer, or that is withdrawn or received by a predecessor servicer but owed to a successor servicer shall not constitute a claim against the Trust Fund or the Trustee, but shall only be a claim between the successor servicer and predecessor servicer. This Section 3.22 may not be amended without the consent of each Advance Facility Counterparty that has provided notice of an Advance Facility, unless such Advance Facility Counterparty has provided a notice of termination with respect to such Advance Facility. (b) Each Section 3.23 of the last three Existing GMACM Pooling Agreements listed on Exhibit A hereto are hereby amended by adding the following subsection (d) after subsection (c) of such Section 3.23: (d) The Servicer shall maintain and provide to any successor servicer and the Trustee (upon request), a detailed accounting on a loan-by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Facility Counterparty that are recoverable on a loan-level. As between a predecessor servicer and its Advance Facility Counterparty, on the one hand, and a successor servicer and its Advance Facility Counterparty (if any) on the other hand, Advance Reimbursement Amounts shall be allocated on a first-in, firstout basis (such that Facility Advances of a particular type that were disbursed first in time will 3

5 be reimbursed prior to Facility Advances of the same type with respect to the same mortgage loan that were disbursed later in time). If so required pursuant to the terms of an Advance Facility, the Servicer may direct the Trustee (in writing), and if so directed in writing the Trustee will directly distribute to the Advance Facility Counterparty (or an Advance Facility Trustee) the Advance Reimbursement Amounts payable to the Servicer pursuant to this Agreement. Upon the direction of and at the expense of the Servicer, the Trustee agrees to execute such acknowledgments, certificates and other documents (in each case, in form and substance reasonably satisfactory to such party) prepared and provided by the Servicer recognizing the interests of any Advance Facility Counterparty (or an Advance Facility Trustee) in Advance Reimbursement Amounts with respect to Facility Advances made by the Servicer. In accordance with the terms of this Agreement, the Servicer (and any successor servicer) shall apply proceeds received in connection with a liquidation of, or final recovery of amounts under, any mortgage loan serviced under this Agreement, as well as any recovery resulting from a partial collection of insurance proceeds, liquidation proceeds or condemnation proceeds in respect of any mortgage loan, to reimburse any previously unreimbursed Facility Advances with respect to such mortgage loan prior to applying such proceeds to the payment of interest and principal on such mortgage loan. To the extent that the Servicer pledges or assigns Advance Reimbursement Amounts pursuant to an Advance Facility, the Servicer hereby agrees to indemnify the Trustee and its officers, directors, employees, agents and assigns, any backup servicer, any successor servicer and the Trust Fund (each, an Advance Facility Indemnified Party ) for any claim, loss, liability or damage including without limitation, reasonable attorney s fees and expenses, arising from or related to such Advance Facility, provided that, solely with respect to the Trustee, such indemnification shall be subject, mutatis mutandis, to the same limitation on indemnification, if any, that applies to the Trustee s conduct and actions pursuant to Section 8.05 of this Agreement; and provided further, however, that for the avoidance of doubt, it shall be expressly agreed and acknowledged that in no event shall the Trustee be afforded or entitled to any less indemnification in respect of any claim, loss, liability or damage arising from or related to any Advance Facility that it would otherwise be afforded or entitled to under this Agreement or the related transaction documents. The Trustee shall be entitled to rely upon any notice of an Advance Facility from the Servicer or an Advance Facility Counterparty or joint written direction terminating an Advance Facility that appears on its face to have been executed by the Servicer and the related Advance Facility Counterparty and which correctly refers to the related Advance Facility and shall be fully protected in acting upon such document in distributing Advance Reimbursement Amounts or in connection with the Servicer withdrawing Advance Reimbursement Amounts, and the Trustee shall have no responsibility to administer, monitor or account for the allocation of Advance Reimbursement Amounts between the Servicer subject to an Advance Facility and any related Advance Facility Counterparty, or an Advance Facility Trustee (including, without limitation, the first-in, first-out allocation described above). The Trustee shall not have any responsibility to track or monitor the payment of any Advance Reimbursement Amount to the related Advance Facility Counterparty or the related Advance Facility Trustee (including, without limitation, whether the Advance Facility Counterparty has received any Advance Reimbursement Amount due to it pursuant to the applicable Advance Facility), or with regard to 4

6 the compliance of any party hereto or to any Advance Facility with its respective obligations hereunder or thereunder. The Trustee shall have no responsibility to administer, monitor or account for the allocation of Advance Reimbursement Amounts between any predecessor servicer and any successor servicer, and any claim for or related to any Advance Reimbursement Amount that is withdrawn or received by a successor servicer but owed to a predecessor servicer, or that is withdrawn or received by a predecessor servicer but owed to a successor servicer shall not constitute a claim against the Trust Fund or the Trustee, but shall only be a claim between the successor servicer and predecessor servicer. This Section 3.23 may not be amended without the consent of each Advance Facility Counterparty that has provided notice of an Advance Facility, unless such Advance Facility Counterparty has provided a notice of termination with respect to such Advance Facility. (c) Section 3.22(a) of the Existing RALI Pooling Agreement listed on Exhibit G hereto is hereby amended by deleting the phrase consistent with the reimbursement rights set forth in Section 3.10(a)(ii) and (vii) and replacing it with consistent with the reimbursement rights set forth in Section (d) Section 3.22(c) of the Existing RALI Pooling Agreement listed on Exhibit G hereto is hereby amended by deleting the phrase would be permitted to reimburse itself in accordance with Section 3.10(a)(ii) and (vii) hereof and replacing it with would be permitted to reimburse itself in accordance with Section 3.10 hereof. (e) Section 3.22 of the Existing RALI Pooling Agreement listed on Exhibit G hereto is hereby amended by adding the following subsection (k) after subsection (j) of such Section 3.22: (k) In accordance with the terms of this Agreement, the Master Servicer (and any successor servicer) shall apply proceeds received in connection with a liquidation of, or final recovery of amounts under, any mortgage loan serviced under this Agreement, as well as any recovery resulting from a partial collection of insurance proceeds, liquidation proceeds or condemnation proceeds in respect of any mortgage loan, to reimburse any previously unreimbursed advances with respect to such mortgage loan prior to applying such proceeds to the payment of interest and principal on such mortgage loan. (f) Section 3.21(a) of the Existing RAMP Pooling Agreement listed on Exhibit H hereto is hereby amended by deleting the phrase consistent with the reimbursement rights set forth in Section 3.10(a)(ii) and (vii) and replacing it with consistent with the reimbursement rights set forth in Section (g) Section 3.21(c) of the Existing RAMP Pooling Agreement listed on Exhibit H hereto is hereby amended by deleting the phrase would be permitted to reimburse itself in accordance with Section 3.10(a)(ii) and (vii) hereof and replacing it with would be permitted to reimburse itself in accordance with Section 3.10 hereof. 5

7 (h) Section 3.21 of the Existing RAMP Pooling Agreement listed on Exhibit H hereto is hereby amended by adding the following subsection (k) after subsection (j) of such Section 3.21: (k) In accordance with the terms of this Agreement, the Master Servicer (and any successor servicer) shall apply proceeds received in connection with a liquidation of, or final recovery of amounts under, any mortgage loan serviced under this Agreement, as well as any recovery resulting from a partial collection of insurance proceeds, liquidation proceeds or condemnation proceeds in respect of any mortgage loan, to reimburse any previously unreimbursed advances with respect to such mortgage loan prior to applying such proceeds to the payment of interest and principal on such mortgage loan. (i) Each Section 3.22(a) of the Existing RFMSI Pooling Agreements listed on Exhibit I hereto are hereby amended by deleting the phrase consistent with the reimbursement rights set forth in Section 3.10(a)(ii) and (vii) and replacing it with consistent with the reimbursement rights set forth in Section (j) Each Section 3.22(c) of the Existing RFMSI Pooling Agreements listed on Exhibit I hereto are hereby amended by deleting the phrase would be permitted to reimburse itself in accordance with Section 3.10(a)(ii) and (vii) hereof and replacing it with would be permitted to reimburse itself in accordance with Section 3.10 hereof. (k) Each Section 3.22 of the Existing RFMSI Pooling Agreements listed on Exhibit I hereto are hereby amended by adding the following subsection (k) after subsection (j) of such Section 3.22: (k) In accordance with the terms of this Agreement, the Master Servicer (and any successor servicer) shall apply proceeds received in connection with a liquidation of, or final recovery of amounts under, any mortgage loan serviced under this Agreement, as well as any recovery resulting from a partial collection of insurance proceeds, liquidation proceeds or condemnation proceeds in respect of any mortgage loan, to reimburse any previously unreimbursed advances with respect to such mortgage loan prior to applying such proceeds to the payment of interest and principal on such mortgage loan. SECTION 2. Trustee. (a) The parties acknowledge that the Master Servicer or Servicer, as applicable, is required to furnish to the applicable Trustee, from time to time certain information and make various calculations which are relevant to the performance of the Master Servicer s or Servicer s, as applicable, and the applicable Trustee s duties under this Amendment and the applicable Existing Pooling Agreements (as amended by this Amendment); therefore, it is agreed that the applicable Trustee is entitled to rely in good faith on any such information and calculation in the performance of its duties and shall be protected in acting or refraining from acting in reliance thereon. (b) The Trustees assume no responsibility for the correctness of any recitals contained herein, and none of the Trustees shall be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this 6

8 Amendment and makes no representation with respect thereto. In entering into this Amendment, the Trustees shall be entitled to the benefit of every provision of the applicable Existing Pooling Agreements relating to the conduct of or affecting the liability of or affording protection to the Trustees. SECTION 3. Conditions to Effectiveness. This Amendment shall become effective on the date upon the latest to occur of the following: hereto; (a) the execution and delivery of this Amendment by all of the parties (b) the receipt of the executed 363 Order by the Master Servicer, the Servicer and the Trustees; (c) the applicable Rating Agencies shall have issued a letter (which, for the avoidance of doubt, may be in the form of a press release) indicating that the execution of this Amendment shall not cause such Rating Agency to reduce, qualify or withdraw the then current rating assigned to the securities issued in connection with an Existing Pooling Agreement; and (d) SECTION 4. the receipt of the legal opinions attached as Exhibit J hereto. Effect of Amendment. Upon the satisfaction of the conditions set forth in Section 3 of this Amendment, the Existing Pooling Agreements shall be, and be deemed to be, modified and amended in accordance herewith and the respective rights, limitations, obligations, duties, liabilities and immunities of the parties thereto shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Amendment shall be deemed to be part of the terms and conditions of the Existing Pooling Agreements (as applicable) for any and all purposes. Except as modified and expressly amended by this Amendment, the Existing Pooling Agreements are in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect. SECTION 5. Binding Effect. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto (and any holder of a security issued in connection with an Existing Pooling Agreement) and each of their respective successors and assigns. SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 7

9 SECTION 7. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other provisions of this Amendment or of the securities issued in connection with an Existing Pooling Agreement or the rights of holders of such securities. SECTION 8. Section Headings. The section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof. SECTION 9. Counterparts. This Amendment may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of manually executed original counterpart of this Amendment. [Signature Pages Follow] 8

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16 EXHIBIT A LIST OF EXISTING GMACM POOLING AGREEMENTS 1. Pooling and Servicing Agreement, dated as of April 29, 2004, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and The Bank of New York Mellon Trust Company, National Association (as successor in interest to JPMorgan Chase Bank), as trustee. (GMACM Mortgage Loan Trust 2004-AR1) 2. Pooling and Servicing Agreement, dated as of July 27, 2004, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and The Bank of New York Mellon Trust Company, National Association (as successor in interest to JPMorgan Chase Bank), as trustee. (GMACM Mortgage Loan Trust 2004-AR2) 3. Pooling and Servicing Agreement, dated as of April 28, 2005, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and Wells Fargo Bank, N.A., as trustee. (GMACM Mortgage Loan Trust 2005-AA1) 4. Pooling and Servicing Agreement, dated as of June 29, 2005, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and Deutsche Bank National Trust Company, as trustee. (GMACM Mortgage Loan Trust 2005-AF1) 5. Pooling and Servicing Agreement, dated as of November 29, 2005, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and Deutsche Bank National Trust Company, as trustee. (GMACM Mortgage Loan Trust 2005-AF2) 6. Pooling and Servicing Agreement, dated as of February 24, 2005, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and The Bank of New York Mellon Trust Company, National Association (as successor in interest to JPMorgan Chase Bank, N.A.), as trustee. (GMACM Mortgage Loan Trust 2005-AR1) 7. Pooling and Servicing Agreement, dated as of April 21, 2005, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and The Bank of New York Mellon Trust Company, National Association (as successor in interest to JPMorgan Chase Bank, N.A.), as trustee. (GMACM Mortgage Loan Trust 2005-AR2)

17 8. Pooling and Servicing Agreement, dated as of November 21, 2005, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and Deutsche Bank National Trust Company, as trustee. (GMACM Mortgage Loan Trust 2005-J1) 9. Pooling and Servicing Agreement, dated as of February 27, 2006, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and Wells Fargo Bank, N.A., as trustee. (GMACM Mortgage Loan Trust 2006-AR1) 10. Pooling and Servicing Agreement, dated as of March 30, 2006, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and The Bank of New York Mellon Trust Company, National Association (as successor in interest to JPMorgan Chase Bank, N.A.), as trustee. (GMACM Mortgage Loan Trust 2006-AR2) 11. Pooling and Servicing Agreement, dated as of February 27, 2006, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and Wells Fargo Bank, N.A., as trustee. (GMACM Mortgage Loan Trust 2006-J1)

18 EXHIBIT B LIST OF EXISTING RFC POOLING AGREEMENTS 1. Series Supplement, dated as of August 1, 2004, to Standard Terms of Pooling and Servicing Agreement, dated as of August 1, 2004, among Residential Accredit Loans, Inc., as the company, Residential Funding Company, LLC (as successor by conversion to Residential Funding Corporation), as master servicer, and Deutsche Bank National Trust Company (as successor in interest to Deutsche Bank Trust Company Americas), as trustee. (RALI Series 2004-QS11 Trust) 2. Pooling and Servicing Agreement, dated as of September 1, 2004, among Residential Asset Mortgage Products, Inc., as depositor, Residential Funding Company, LLC (as successor by conversion to Residential Funding Corporation), as master servicer, and The Bank of New York Mellon Trust Company, National Association (as successor in interest to JPMorgan Chase Bank), as trustee. (RAMP Series 2004-KR2 Trust) 3. Series Supplement, dated as of November 1, 2004, to Standard Terms of Pooling and Servicing Agreement, dated as of November 1, 2004, among Residential Funding Mortgage Securities I, Inc., as the company, Residential Funding Company, LLC (as successor by conversion to Residential Funding Corporation), as master servicer, and U.S. Bank National Association, as trustee. (RFMSI Series 2004-PS1 Trust) 4. Series Supplement, dated as of July 1, 2004, to Standard Terms of Pooling and Servicing Agreement, dated as of June 1, 2004, among Residential Funding Mortgage Securities I, Inc., as the company, Residential Funding Company, LLC (as successor by conversion to Residential Funding Corporation), as master servicer, and U.S. Bank National Association, as trustee. (RFMSI Series 2004-S7 Trust) 5. Series Supplement, dated as of March 1, 2005, to Standard Terms of Pooling and Servicing Agreement, dated as of December 1, 2004, among Residential Funding Mortgage Securities I, Inc., as the company, Residential Funding Company, LLC (as successor by conversion to Residential Funding Corporation), as master servicer, and U.S. Bank National Association, as trustee. (RFMSI Series 2005-S3 Trust) 6. Series Supplement, dated as of August 1, 2006, to Standard Terms of Pooling and Servicing Agreement, dated as of June 1, 2006, among Residential Funding Mortgage Securities I, Inc., as the company, Residential Funding Company, LLC (as successor by conversion to Residential Funding Corporation), as master servicer, and U.S. Bank National Association, as trustee. (RFMSI Series 2006-SA2 Trust) 7. Series Supplement, dated as of November 1, 2007, to Standard Terms of Pooling and Servicing Agreement, dated as of November 1, 2007, among Residential Funding Mortgage Securities I, Inc., as the company, Residential Funding Company, LLC, as master servicer, and U.S. Bank National Association, as trustee. (RFMSI Series 2007-S9 Trust)

19 8. Series Supplement, dated as of August 1, 2007, to Standard Terms of Pooling and Servicing Agreement, dated as of July 1, 2007, among Residential Funding Mortgage Securities I, Inc., as the company, Residential Funding Company, LLC, as master servicer, and U.S. Bank National Association, as trustee. (RFMSI Series 2007-SA4 Trust)

20 EXHIBIT C LIST OF DB POOLING AGREEMENTS 1. Pooling and Servicing Agreement, dated as of June 29, 2005, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and Deutsche Bank National Trust Company, as trustee. (GMACM Mortgage Loan Trust 2005-AF1) 2. Pooling and Servicing Agreement, dated as of November 29, 2005, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and Deutsche Bank National Trust Company, as trustee. (GMACM Mortgage Loan Trust 2005-AF2) 3. Pooling and Servicing Agreement, dated as of November 21, 2005, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and Deutsche Bank National Trust Company, as trustee. (GMACM Mortgage Loan Trust 2005-J1) 4. Series Supplement, dated as of August 1, 2004, to Standard Terms of Pooling and Servicing Agreement, dated as of August 1, 2004, among Residential Accredit Loans, Inc., as the company, Residential Funding Company, LLC (as successor by conversion to Residential Funding Corporation), as master servicer, and Deutsche Bank National Trust Company (as successor in interest to Deutsche Bank Trust Company Americas), as trustee. (RALI Series 2004-QS11 Trust)

21 EXHIBIT D LIST OF BNYM POOLING AGREEMENTS 1. Pooling and Servicing Agreement, dated as of April 29, 2004, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and The Bank of New York Mellon Trust Company, National Association (as successor in interest to JPMorgan Chase Bank), as trustee. (GMACM Mortgage Loan Trust 2004-AR1) 2. Pooling and Servicing Agreement, dated as of July 27, 2004, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and The Bank of New York Mellon Trust Company, National Association (as successor in interest to JPMorgan Chase Bank), as trustee. (GMACM Mortgage Loan Trust 2004-AR2) 3. Pooling and Servicing Agreement, dated as of February 24, 2005, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and The Bank of New York Mellon Trust Company, National Association (as successor in interest to JPMorgan Chase Bank, N.A.), as trustee. (GMACM Mortgage Loan Trust 2005-AR1) 4. Pooling and Servicing Agreement, dated as of April 21, 2005, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and The Bank of New York Mellon Trust Company, National Association (as successor in interest to JPMorgan Chase Bank, N.A.), as trustee. (GMACM Mortgage Loan Trust 2005-AR2) 5. Pooling and Servicing Agreement, dated as of March 30, 2006, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and The Bank of New York Mellon Trust Company, National Association (as successor in interest to JPMorgan Chase Bank, N.A.), as trustee. (GMACM Mortgage Loan Trust 2006-AR2) 6. Pooling and Servicing Agreement, dated as of September 1, 2004, among Residential Asset Mortgage Products, Inc., as depositor, Residential Funding Company, LLC (as successor by conversion to Residential Funding Corporation), as master servicer, and The Bank of New York Mellon Trust Company, National Association (as successor in interest to JPMorgan Chase Bank), as trustee. (RAMP Series 2004-KR2 Trust)

22 EXHIBIT E LIST OF USB POOLING AGREEMENTS 1. Series Supplement, dated as of November 1, 2004, to Standard Terms of Pooling and Servicing Agreement, dated as of November 1, 2004, among Residential Funding Mortgage Securities I, Inc., as the company, Residential Funding Company, LLC (as successor by conversion to Residential Funding Corporation), as master servicer, and U.S. Bank National Association, as trustee. (RFMSI Series 2004-PS1 Trust) 2. Series Supplement, dated as of July 1, 2004, to Standard Terms of Pooling and Servicing Agreement, dated as of June 1, 2004, among Residential Funding Mortgage Securities I, Inc., as the company, Residential Funding Company, LLC (as successor by conversion to Residential Funding Corporation), as master servicer, and U.S. Bank National Association, as trustee. (RFMSI Series 2004-S7 Trust) 3. Series Supplement, dated as of March 1, 2005, to Standard Terms of Pooling and Servicing Agreement, dated as of December 1, 2004, among Residential Funding Mortgage Securities I, Inc., as the company, Residential Funding Company, LLC (as successor by conversion to Residential Funding Corporation), as master servicer, and U.S. Bank National Association, as trustee. (RFMSI Series 2005-S3 Trust) 4. Series Supplement, dated as of August 1, 2006, to Standard Terms of Pooling and Servicing Agreement, dated as of June 1, 2006, among Residential Funding Mortgage Securities I, Inc., as the company, Residential Funding Company, LLC (as successor by conversion to Residential Funding Corporation), as master servicer, and U.S. Bank National Association, as trustee. (RFMSI Series 2006-SA2 Trust) 5. Series Supplement, dated as of November 1, 2007, to Standard Terms of Pooling and Servicing Agreement, dated as of November 1, 2007, among Residential Funding Mortgage Securities I, Inc., as the company, Residential Funding Company, LLC, as master servicer, and U.S. Bank National Association, as trustee. (RFMSI Series 2007-S9 Trust) 6. Series Supplement, dated as of August 1, 2007, to Standard Terms of Pooling and Servicing Agreement, dated as of July 1, 2007, among Residential Funding Mortgage Securities I, Inc., as the company, Residential Funding Company, LLC, as master servicer, and U.S. Bank National Association, as trustee. (RFMSI Series 2007-SA4 Trust)

23 EXHIBIT F LIST OF WF POOLING AGREEMENTS 1. Pooling and Servicing Agreement, dated as of April 28, 2005, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and Wells Fargo Bank, N.A., as trustee. (GMACM Mortgage Loan Trust 2005-AA1) 2. Pooling and Servicing Agreement, dated as of February 27, 2006, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and Wells Fargo Bank, N.A., as trustee. (GMACM Mortgage Loan Trust 2006-AR1) 3. Pooling and Servicing Agreement, dated as of February 27, 2006, among Residential Asset Mortgage Products, Inc., as the company, GMAC Mortgage, LLC (as successor by conversion to GMAC Mortgage Corporation), as servicer, and Wells Fargo Bank, N.A., as trustee. (GMACM Mortgage Loan Trust 2006-J1)

24 EXHIBIT G EXISTING RALI POOLING AGREEMENT 1. Series Supplement, dated as of August 1, 2004, to Standard Terms of Pooling and Servicing Agreement, dated as of August 1, 2004, among Residential Accredit Loans, Inc., as the company, Residential Funding Company, LLC (as successor by conversion to Residential Funding Corporation), as master servicer, and Deutsche Bank National Trust Company (as successor in interest to Deutsche Bank Trust Company Americas), as trustee. (RALI Series 2004-QS11 Trust)

25 EXHIBIT H EXISTING RAMP POOLING AGREEMENT 1. Pooling and Servicing Agreement, dated as of September 1, 2004, among Residential Asset Mortgage Products, Inc., as depositor, Residential Funding Company, LLC (as successor by conversion to Residential Funding Corporation), as master servicer, and The Bank of New York Mellon Trust Company, National Association (as successor in interest to JPMorgan Chase Bank), as trustee. (RAMP Series 2004-KR2 Trust)

26 EXHIBIT I LIST OF RFMSI EXISTING POOLING AGREEMENTS 1. Series Supplement, dated as of November 1, 2004, to Standard Terms of Pooling and Servicing Agreement, dated as of November 1, 2004, among Residential Funding Mortgage Securities I, Inc., as the company, Residential Funding Company, LLC (as successor by conversion to Residential Funding Corporation), as master servicer, and U.S. Bank National Association, as trustee. (RFMSI Series 2004-PS1 Trust) 2. Series Supplement, dated as of July 1, 2004, to Standard Terms of Pooling and Servicing Agreement, dated as of June 1, 2004, among Residential Funding Mortgage Securities I, Inc., as the company, Residential Funding Company, LLC (as successor by conversion to Residential Funding Corporation), as master servicer, and U.S. Bank National Association, as trustee. (RFMSI Series 2004-S7 Trust) 3. Series Supplement, dated as of March 1, 2005, to Standard Terms of Pooling and Servicing Agreement, dated as of December 1, 2004, among Residential Funding Mortgage Securities I, Inc., as the company, Residential Funding Company, LLC (as successor by conversion to Residential Funding Corporation), as master servicer, and U.S. Bank National Association, as trustee. (RFMSI Series 2005-S3 Trust) 4. Series Supplement, dated as of August 1, 2006, to Standard Terms of Pooling and Servicing Agreement, dated as of June 1, 2006, among Residential Funding Mortgage Securities I, Inc., as the company, Residential Funding Company, LLC (as successor by conversion to Residential Funding Corporation), as master servicer, and U.S. Bank National Association, as trustee. (RFMSI Series 2006-SA2 Trust) 5. Series Supplement, dated as of November 1, 2007, to Standard Terms of Pooling and Servicing Agreement, dated as of November 1, 2007, among Residential Funding Mortgage Securities I, Inc., as the company, Residential Funding Company, LLC, as master servicer, and U.S. Bank National Association, as trustee. (RFMSI Series 2007-S9 Trust) 6. Series Supplement, dated as of August 1, 2007, to Standard Terms of Pooling and Servicing Agreement, dated as of July 1, 2007, among Residential Funding Mortgage Securities I, Inc., as the company, Residential Funding Company, LLC, as master servicer, and U.S. Bank National Association, as trustee. (RFMSI Series 2007-SA4 Trust)

27 EXHIBIT J FORM OF LEGAL OPINION February 15, 2013 To the parties listed on Schedule A hereto Re: Opinion re: Omnibus Amendment No B Ladies and Gentlemen: We have acted as special counsel to GMAC Mortgage, LLC ( GMACM ) and Residential Funding Company, LLC ( RFC ) in connection with the execution of the Omnibus Amendment No B to Pooling and Servicing Agreements, dated as of February 15, 2013 (the Amendment ) among Residential Accredit Loans, Inc., a Delaware corporation, Residential Asset Mortgage Products, Inc., a Delaware corporation and Residential Funding Mortgage Securities I, Inc., a Delaware corporation, GMACM, a Delaware limited liability company, (as successor by conversion to GMAC Mortgage Corporation) in its capacity as servicer under the Existing GMACM Pooling Agreements, RFC, a Delaware limited liability company, (as successor by conversion to Residential Funding Corporation) in its capacity as master servicer under the Existing RFC Pooling Agreements, Deutsche Bank Trust Company Americas, a national banking association, in its capacity as trustee under the DB Pooling Agreements, The Bank of New York Mellon Trust Company, National Association, a national banking association, in its capacity as trustee under the BNYM Pooling Agreements, U.S. Bank National Association, a national banking association, in its capacity as trustee under the USB Pooling Agreements and Wells Fargo Bank, N.A., a national bank, in its capacity as trustee under the WF Pooling Agreements. Capitalized terms used herein that are not otherwise defined have the same meaning assigned to such terms in the Amendment. You have requested our opinion as to whether the execution of the Amendment (i) is permitted pursuant to the terms of the applicable Existing Pooling Agreement without the consent of any Certificateholders (ii) will have an adverse effect in any material respect on the interests of any Certificateholder and (iii) will result in the imposition of a federal tax on any Trust Fund or any REMIC created under any Existing Pooling Agreement or cause any such REMIC to fail to qualify as a REMIC at any time that any security issued thereunder is outstanding.

28 To the parties listed on Schedule A hereto February 15, 2013 Page 2 In connection with this opinion, we have reviewed the Amendment and the Existing Pooling Agreements (collectively, the Documents ) and the relevant covenants and conditions therein and made such examination or investigation as is necessary to enable us to give an informed opinion with respect to the items listed below. As to factual matters, we have relied without investigation on the representations and warranties set forth in the Documents and such other instruments and other certificates of public officials, officers and representatives of GMACM and RFC. This opinion is based solely upon our review of the Documents and our examination of such matters of law as we have deemed necessary for purposes of rendering the opinions set forth herein. Based upon such examination and having regard for legal considerations which we deem relevant, and subject to the assumptions, qualifications and limitations set forth below, we are of the opinion that the execution, delivery and performance by the parties thereto of the Amendment, in the manner and under the circumstances contemplated by the Amendment: (1) is permitted pursuant to the terms of each applicable Existing Pooling Agreement without the consent of any Certificateholders; (2) does not and shall not adversely affect in any material respect the interests of any Certificateholder; and (3) including the exercise of any power granted to the Servicer or Master Servicer, as applicable, the applicable Company or applicable Depositor, as applicable, or the applicable Trustee, in accordance with such Amendment, will not result in the imposition of a federal tax on any Trust Fund or any other REMIC created under any Existing Pooling Agreement or cause any such REMIC to fail to qualify as a REMIC at any time that any security, including any Certificate, issued thereunder is outstanding under the current provisions of the U.S. Internal Revenue Code of 1986, as amended, and regulations and rulings thereunder. With your permission we have also assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy and completeness of the information, factual matters, representations and warranties contained in the records, documents, instruments and certificates we have reviewed; (d) the due authorization, execution and delivery on behalf of the respective parties thereto of documents referred to herein and the legal, valid and binding effect thereof on such parties and (e) each of the transactions effected pursuant to the Existing Pooling Agreements qualified as one or more REMICs on the applicable Closing Date (as defined therein) and, except for the Amendment addressed herein, has continued to so qualify

29 To the parties listed on Schedule A hereto February 15, 2013 Page 3 to the date hereof. We have further assumed that each of the parties to the Existing Pooling Agreements and the Amendment fully complies with all of its obligations thereunder and that there are no arrangements, understandings or agreements among any of the parties relating thereto other than those evidenced by such documents. We express no opinion as to matters of law other than the law of the State of New York and the federal income tax laws of the United States of America. *** The opinion relating to tax considerations contained herein was written to support the promotion and marketing of the securities to which it relates, and was not intended or written to be used, and cannot be used, by a taxpayer for the purpose of avoiding United States Federal income tax penalties that may be imposed. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. ***

30 To the parties listed on Schedule A hereto February 15, 2013 Page 4 This opinion letter is solely for your benefit and may not be relied upon or used by, or, except in the case of the tax opinions set forth herein, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person without our prior written approval. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof. Very truly yours, ORRICK, HERRINGTON & SUTCLIFFE LLP

31 Schedule A GMAC Mortgage, LLC 100 Witmer Road Horsham, Pennsylvania Residential Funding Company, LLC 8400 Normandale Lake Blvd., Suite 350 Minneapolis, Minnesota Residential Accredit Loans, Inc Normandale Lake Blvd., Suite 350 Minneapolis, Minnesota Residential Asset Mortgage Products, Inc Normandale Lake Blvd., Suite 350 Minneapolis, Minnesota Deutsche Bank Trust Company Americas 1761 East St. Andrew Place Santa Ana, California The Bank of New York Mellon Trust Company, National Association 101 Barclay Street 8W New York, New York U.S. Bank National Association 60 Livingston Avenue, EP-MN-WS3D St. Paul, Minnesota Wells Fargo Bank, N.A Old Annapolis Rd. Columbia, Maryland Residential Asset Securities Corporation 8400 Normandale Lake Blvd., Suite 350 Minneapolis, Minnesota Residential Funding Mortgage Securities I, Inc Normandale Lake Blvd., Suite 350 Minneapolis, Minnesota 55437