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Participation Agreement - GMAC LLC, General Motors Corp. and Cerberus ResCap Financing LLC

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                                                                 EXECUTION COPY



                             PARTICIPATION AGREEMENT


                            dated as of June 4, 2008


                                     between


                 GMAC LLC, a Delaware limited liability company,


                                   as Seller,


               General Motors Corporation, a Delaware corporation,


                                as a Participant


                                       and

      Cerberus ResCap Financing LLC, a Delaware limited liability company,

                                as a Participant




<PAGE>

                                TABLE OF CONTENTS

                                                                          Page



5206697 08048307
      Section 1.  Definitions................................................1

      Section 2.  Sale of Participation......................................5

      Section 3.  Unconditional Obligation...................................6

      Section 4.  Additional Payments........................................6

      Section 5.  Maximum Participant Commitment.............................6

      Section 6.  Representations and Warranties.............................7

      Section 7.  Payments to Participant....................................7

      Section 8.  Subordination of Participations............................8

      Section 9.  Administration.............................................9

      Section 10. Non-Recourse; Independent Investigation...................10

      Section 11. Expenses; Indemnity.......................................11

      Section 12. Taxes.....................................................12

      Section 13. Reimbursement.............................................12

      Section 14. Set-off...................................................12

      Section 15. Nature of Interest........................................13

      Section 16. Miscellaneous.............................................13



<PAGE>


                             PARTICIPATION AGREEMENT


      This PARTICIPATION AGREEMENT (this "Agreement") dated as of June 4, 2008
is between  GMAC LLC, a  Delaware  limited  liability  company  (the  "Seller"),
General Motors  Corporation,  a Delaware  corporation  ("General  Motors"),  and
Cerberus ResCap Financing LLC, a Delaware limited liability  company  ("Cerberus
Fund", and together with General Motors,  each a "Participant" and collectively,
the "Participants").

                                    RECITALS

      WHEREAS, pursuant to that certain Loan Agreement dated as of June 4, 2008
(the "Loan Agreement") by and among Residential Funding Company, LLC, a Delaware
limited  liability  company  ("RFC"),  GMAC  Mortgage,  LLC, a Delaware  limited
liability  company ("GMAC Mortgage" and together with RFC, each a "Borrower" and
collectively,  the "Borrowers"),  and Residential Capital, LLC, GMAC Residential
Holding Company, LLC, GMAC-RFC Holding Company, LLC, and Homecomings  Financial,
LLC, as  guarantors,  the Seller,  as the Initial  Lender,  and GMAC LLC, as the
Lender Agent, and other Persons from time to time party thereto,  the Seller has
agreed to purchase certain existing term loans made to Residential  Capital, LLC
and provide a revolving credit facility to the Borrowers; and

      WHEREAS, to induce the Seller to enter into the Loan Agreement, each of
the  Participants,  who are the indirect  owners of the  Borrowers  and who will
obtain benefits from the making of the Loans by the Seller to the Borrowers, has
agreed to purchase a  participation  in the Loans under the Loan  Agreement upon
the terms and conditions set forth herein.

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, and intending to be legally bound, the Parties hereto agree as
follows:

      Section 1.  Definitions.

      (a) Capitalized terms used herein and not otherwise defined herein shall
have the meanings specified in the Loan Agreement. In addition, as used herein,
the following capitalized terms shall have the following respective meanings:

      "Additional Price" means, with respect to a Future Loan, either 51%, in
the case of Cerberus Fund, or 49%, in the case of General Motors,  of the lesser
of (a) the amount of such Future Loan or (b) the amount by which the Outstanding
Aggregate Loan Amount, after giving effect to such Future Loan, would exceed the
$2,750,000,000;  provided,  however, that for the purposes of Section 4(b), each
Participant's Additional Price shall be the unused portion of such Participant's
Maximum Participant Commitment.

      "Agreement" has the meaning given to it in the Preamble.

      "Borrower" has the meaning given to it in the Recitals.


<PAGE>

      "Business Day" means any day other than (a) a Saturday or Sunday, or (b) a
day on which  banking  institutions  in the  States  of New York,  Minnesota  or
Pennsylvania are required or authorized by law to be closed.

      "Cerberus Fund" has the meaning given to it in the first Preamble.

      "Funded Participation Amount" for a Participant means, on any day, an
amount  equal to (a) the Initial  Price paid by such  Participant,  plus (b) the
aggregate of the Additional  Prices paid by such Participant on or prior to such
day pursuant to Section 4 to purchase its Participation in the Loans,  minus (c)
the aggregate amount of principal  payments with respect to the Participation on
or prior to such day pursuant to Section 7, Section 8 or Section 14.

      "Future Loan" means each Loan made pursuant to the Loan Agreement after
 the Initial Funding Date.

      "General Motors" has the meaning given to it in the Preamble.

      "GMAC Mortgage" has the meaning given to it in the Recitals.

      "Initial Funding Condition" means that the Outstanding Aggregate Loan
 Amount exceeds $2,750,000,000.

      "Initial Funding Date" means June 16, 2008 or such other Business Day
specified  by the Seller upon not less than one  Business  Day's  prior  written
notice to the  Participants;  provided  that the day so  specified  shall not be
earlier  than June 16,  2008  unless an Event of Default  shall  have  occurred;
provided,  further,  that, unless an Event of Default has occurred, at least one
Business Day prior to the Initial  Funding Date,  the Seller shall  represent in
writing that the Initial  Funding  Condition will be met on the Initial  Funding
Date after giving effect to Loans to be made on such date;

      "Initial Price" means (a) with respect to Cerberus Fund, an amount equal
to 51% of the  amount  by which the  Outstanding  Aggregate  Loan  Amount on the
Initial  Funding  Date,  plus the  amount of any Loans to be made on such  date,
exceeds $2,750,000,000;  provided that if an Event of Default has occurred prior
to the Initial  Funding  Date,  such Initial Price shall equal  Cerberus  Fund's
Maximum  Participant  Commitment,  and (b) with  respect to General  Motors,  an
amount equal to 49% of the amount by which the Outstanding Aggregate Loan Amount
on the  Initial  Funding  Date  plus the  amount of any Loans to be made on such
date, exceeds  $2,750,000,00;  provided that if an Event of Default has occurred
prior to the Initial  Funding  Date,  such  Initial  Price  shall equal  General
Motors' Maximum Participant Commitment.  For the avoidance of doubt, the Initial
Price with respect to each of Cerberus Fund and General  Motors shall not exceed
their respective Maximum Participant Commitment.

      "Lender" means a "Lender" as defined in the Loan Agreement.

      "Loan Agreement" has the meaning given to it in the Recitals.

      "Loans" means the "Loans" as defined in the Loan Agreement, and includes
 in each case the Notes evidencing such Loans.


                                      S-2
<PAGE>

      "Maximum Participant Commitment" means, as of any date: (a) with respect
to Cerberus  Fund,  an amount equal to  $382,500,000;  and (b),  with respect to
General Motors, an amount equal to $367,500,000.

      "Obligors" means, collectively, the Borrowers and each guarantor, pledgor,
 subordinator or other Person directly or indirectly obligated in respect of the
 Loans.

      "Overnight LIBOR" means, for any day, the London interbank offered rate
for overnight  deposits in U.S.  Dollars  appearing on Reuters Screen LIBOR01 at
approximately  11:00 a.m.,  London  time,  on such day, as reported by Bloomberg
Financial  Markets  Commodities  News, or such page as may replace  Reuters Page
LIBOR01,  as  determined  by the  Seller.  In the  event  that  such rate is not
available  on any day which is a  business  day in London for any  reason,  then
Overnight  LIBOR with respect to such day shall be determined by the Seller in a
manner then customary in the market for determining such rate. For a day that is
not a business day in London, the Overnight Rate shall be the rate determined as
of the immediately preceding day for which such rate is reported.

      "Participant" has the meaning given to it in the Preamble.

      "Participant's Account" means, with respect to a Participant, the account
specified  for such  Participant  on Schedule  2, or such other  account as such
Participant may designate in writing to the Seller from time to time.

      "Participant's Interest Payment" means, with respect to each Interest
Period (or portion  thereof) during which a Participant's  Funded  Participation
Amount is greater than zero  (including any Interest Period after the occurrence
and during the  continuation of an Event of Bankruptcy),  an amount equal to the
sum of (a) interest  accrued on such Funded  Participation  Amount at a rate per
annum  equal to either  (i) the LIBOR  Rate for such  Interest  Period  plus the
Applicable  Margin or (ii) for any  applicable  portion of such Interest  Period
that the Borrowers were required under the Facility Documents to pay interest at
the Default  Rate,  the Default  Rate for such  Interest  Period,  plus (b) such
Participant's Relative Percentage of interest accrued on the Seller's Percentage
Interest of the  Outstanding  Aggregate Loan Amount at a rate per annum equal to
(i) the  Applicable  Margin  minus 100 basis points plus (ii) for any portion of
such  Interest  Period  that the  Borrowers  were  required  under the  Facility
Documents to pay interest at the Default Rate,  127 basis points,  provided that
in the  case  of any  Interest  Period  after  the  occurrence  and  during  the
continuation of an Event of Bankruptcy, the "Participant's Interest Payment" for
such  Interest  Period  shall be the  product of (a) such  amount as  calculated
above,  multiplied by (b) a percentage,  the numerator of which is the amount of
interest  payments  allowed  on the  Loans  for  such  Interest  Period  and the
denominator of which is the amount of interest payments that are due and payable
under the Loan Agreement for such Interest Period.

      "Participant's Share" means, with respect to a Participant and any Loan or
payment,  an  amount  equal to such  Participant's  Percentage  Interest  of the
principal amount of such Loan or the amount of such payment, as applicable.

      "Participation" has the meaning given to it in Section 2.

      "Party" means Cerberus Fund, General Motors or the Seller, as applicable.


                                      S-3

<PAGE>

      "Percentage Interest" means, at any time with respect to a Participant,
the number, expressed as a decimal (expressed to three decimal places), equal to
the  fraction,   (a)  the  numerator  of  which  is  such  Participant's  Funded
Participation  Amount,  and (b) the  denominator  of  which  is the  Outstanding
Aggregate Loan Amount.

      "Person" means any individual, corporation, estate, partnership, limited

liability company,  limited liability partnership,  joint venture,  association,
joint-stock  company,  business  trust,  trust,   unincorporated   organization,
government or any agency or political  subdivision thereof, or other entity of a
similar nature.

      "Purchase Price" means either the Initial Price or an Additional Price, as
 the context requires.

      "Relative Percentage" means, at any time with respect to a Participant,
 the number, expressed as a decimal (expressed to three decimal places), equal
 to the fraction, (a) the numerator of which is such Participant's Funded
 Participation Amount, and (b) the denominator of which is the sum of the Funded
 Participation Amounts of both Participants.

      "RFC" has the meaning given to it in the Recitals.

      "Seller" has the meaning given to it in the Preamble.

      "Seller's Account" means the account specified for the Seller on Schedule
2, or  such  other  account  as the  Seller  may  designate  in  writing  to the
Participants from time to time.

      "Seller's Interest Payment" means (a) all interest accrued on the Loans
prior to the Initial  Funding Date and (b) for each  Interest  Period or portion
thereof on and after the Initial  Funding Date  (including  any Interest  Period
after the occurrence  and during the  continuation  of an Event of  Bankruptcy),
interest  accrued  on  the  Seller's  Percentage  Interest  of  the  Outstanding
Aggregate  Loan  Amount at a rate per annum equal to (i) the LIBOR Rate for such
Interest Period plus 100 basis points plus (ii) for any portion of such Interest
Period that the  Borrowers  were  required  under the Facility  Documents to pay
interest at the Default Rate, 73 basis points,  provided that in the case of any
Interest Period after the occurrence and during the  continuation of an Event of
Bankruptcy,  the "Seller's  Interest  Payment" for such Interest Period shall be
the  product  of (a)  such  amount  as  calculated  above,  multiplied  by (b) a
percentage, the numerator of which is the amount of interest payments allowed on
the Loans for such Interest Period and the denominator of which is the amount of
interest  payments  that are due and payable  under the Loan  Agreement for such
Interest Period.

      "Seller's Percentage Interest" means, at any time, (a) 100% minus (b) the
sum of the Percentage  Interest for Cerberus Fund plus the  Percentage  Interest
for General Motors.

      "Senior Interests" shall mean (a) the Seller's Percentage Interest of the
Outstanding  Aggregate Loan Amount,  (b) the Seller's Interest Payment,  and (c)
any fees or other  amounts due and payable now or in the future by the Borrowers
to the Seller pursuant to the Facility  Documents (other than the portion of the
Upfront Fee payable to the Participants pursuant to Section 2(b)), together with
all costs and out-of-pocket  expenses reasonably incurred by or on behalf of the
Seller  in  connection  with  the  Facility   Documents  and  the   transactions
contemplated thereby which have not been paid or reimbursed by the Borrowers.


                                      S-4


      "Subject Interest" has the meaning given to it in Section 14.

      "Withholding Tax" has the meaning given to it in Section 12.

      (b) The definitions of terms herein shall apply equally to the singular
and plural forms of the terms  defined.  Whenever  the context may require,  any
pronoun shall include the  corresponding  masculine,  feminine and neuter forms.
This Agreement includes the Schedules  attached hereto.  Unless otherwise stated
in this Agreement,  in the computation of a period of time from a specified date
to a later  specified  date,  the word "from" means "from and including" and the
words "to" and  "until"  each  means "to but  excluding".  The words  "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation".  The word "will"  shall be  construed  to have the same meaning and
effect as the word  "shall".  Unless  the  context  requires  otherwise  (i) any
definition of or reference to any agreement, instrument or other document herein
or any statute,  law, order,  rule or regulation shall be construed as referring
to such agreement,  instrument,  other document,  statute,  law, order,  rule or
regulation  as from time to time  amended,  supplemented  or otherwise  modified
(subject to any  restrictions on such  amendments,  supplements or modifications
set forth herein), (ii) any reference herein to any Person shall be construed to
include such Person's successors and assigns, (iii) the words "herein", "hereof"
and  "hereunder",  and words of similar  import,  shall be construed to refer to
this Agreement in its entirety and not to any particular  provision hereof,  and
(iv) all references herein to Sections and Schedules shall be construed to refer
to Sections of, and Schedules to, this  Agreement.  Section,  Schedule and other
headings and captions are included  solely for  convenience of reference and are
not intended to affect the interpretation of any provisions of this Agreement.

      Section 2.  Sale of Participation. (a) Subject to the terms and conditions
set forth in this  Agreement,  the Seller does hereby sell to each  Participant,
without  recourse  to or  representation  or warranty  whatsoever  by the Seller
(except to the extent  expressly  provided  herein),  and each  Participant does
hereby acquire and assume, a participation (each, a "Participation")  consisting
of an undivided  interest in the Seller's  right,  title and interest in, to and
under the following:  (i) each Loan,  whether now existing or hereafter made, to
the extent of such Participant's  Percentage Interest, (ii) all accrued interest
on the Loans, to the extent of such  Participant's  Interest Payment,  (iii) the
share of the Upfront Fee payable to such  Participant  pursuant to Section 2(b),
(iv) the amounts payable and obligations  owed under Sections  2.07(b),  2.07(c)
and 3.02 of the Loan Agreement on account of increased costs, reductions in rate
of  return,  and taxes  incurred  by such  Participant  in  connection  with the
Participation, and (v) each of the following, to the extent of the Participation
in the  foregoing  interests  described  in clauses  (i) through  (iv):  (A) the
Facility  Documents,  including  the  Guarantee;  (B) all  Collateral  and other
security  or credit  support  of any kind;  (C) all cash,  securities,  or other
property, and all setoffs and recoupments,  received, applied, or effected by or
for the  account of the Seller  under the Loans and other  extensions  of credit
under  the  Facility   Documents   (whether  for  principal,   interest,   fees,
reimbursement  obligations,  or  otherwise)  from and after the Initial  Funding
Date,   including  all   distributions   obtained  by  or  through   redemption,
consummation  of  a  plan  of  reorganization,  restructuring,  liquidation,  or
otherwise of either  Borrower,  any Obligor or the Facility  Documents,  and all
cash, securities,  interest, dividends, and other property that may be exchanged
for, or distributed or collected with respect to, any of the foregoing but


                                      S-5

<PAGE>

excluding  reimbursement  for Seller's  enforcement  or  Collateral  maintenance
expenses;  (D) all  claims,  suits,  causes of action and any other right of the
Seller (in its  capacity as a Lender),  whether  known or  unknown,  against the
Borrowers,  any other  Obligor or any of their  respective  affiliates,  agents,
representatives,  contractors,  advisors or any other Person arising under or in
connection with the Facility Documents or that is in any way based on or related
to any of the foregoing or the loan  transactions  governed  thereby,  including
contract claims, tort claims, statutory claims and all other claims at law or in
equity related to the rights and obligations sold and purchased pursuant to this
Agreement;  and (E) all proceeds of the  foregoing.  As  consideration  for such
participation,  each Participant  will pay to the Seller the applicable  Initial
Price on the  Initial  Funding  Date and will fund the  amounts  required  to be
funded by it under Section 4 as and when due.

      (b).  On the Closing Date, the Seller shall remit from the upfront fee
received by the Seller  pursuant to the Loan  Agreement  $7,140,000  to Cerberus
Fund and $6,860,000 to General Motors.

      Section 3.  Unconditional Obligation.

      Subject to the other terms and conditions expressly set forth in this
Agreement,  each Participant's obligation to pay the Initial Price to the Seller
on the  Initial  Funding  Date and all  amounts  required to be paid by it under
Sections 4 and 14 shall be  unconditional.  Each  Participant  hereby  expressly
acknowledges  that its obligation to fund all amounts  required to be paid by it
hereunder  shall be  unaffected  by the  existence  of any  Default  or Event of
Default under the Loan Agreement.

      Section 4.  Additional Payments.

      (a) The Seller shall notify each Participant promptly of its receipt of a
notice from the Borrowers  requesting a Loan,  specifying therein the amount and
the date of such Loan and, on and after the Initial  Funding  Date,  the Initial
Price or  Additional  Price,  as the case  may be,  required  to be paid by such
Participant to purchase its  Participation in such Loan. If, after giving effect
to  a  Future  Loan,   the   Outstanding   Aggregate  Loan  Amount  will  exceed
$2,750,000,000, then, not later than 10:00 a.m. (New York City time) on the date
specified for such Loan, each  Participant  shall pay to the Seller,  by deposit
into the Seller's Account, the Purchase Price of its Participation in such Loan,
in like currency and immediately available funds, without set-off,  counterclaim
or deduction of any kind. The  effectiveness of the sale of a Participation in a
Loan to a Participant  shall be subject to receipt by the Seller of the Purchase
Price from such Participant as provided herein.

      (b) If an Event of Default shall occur and be continuing at a time when a
Participant's Funded Participation Amount is less than its Maximum Participation
Commitment,  such Participant  shall pay to the Seller,  within one Business Day
following  written demand from the Seller, an amount equal to the unused portion
of such Maximum  Participation  Commitment,  as the Initial  Price or Additional
Price, as the case may, for its Participation.

      Section 5.  Maximum Participant Commitment. A Participant shall not be
required to make any payment of Purchase  Price to the extent that after  giving
effect to such payment,  such Participant's  Funded  Participation  Amount would
exceed the Maximum Participant Commitment for such Participant on such date.


                                      S-6

<PAGE>

      Section 6.  Representations and Warranties. (a) Each Party represents and
warrants  to the other  Parties  (as of the date  hereof  and as of the  Initial
Funding Date) that:

            (i)  such Party (A) is duly organized and validly existing under the
      laws of its jurisdiction of organization or incorporation, (B) is in
      good standing under such laws and (C) has full power and authority
      to execute, deliver and perform its obligations under this
      Agreement;

            (ii) such Party's execution, delivery, and performance of this
      Agreement have not resulted, and will not result, in a breach of any
      provision of (A) such Party's organizational documents, (B) any
      statute, law, writ, order, rule or regulation of any governmental
      authority applicable to such Party, (C) any judgment, injunction,
      decree or determination applicable to such Party or (D) any
      contract, indenture, mortgage, loan agreement, note, lease or other
      instrument by which such Party may be bound or to which any of the
      assets of such Party are subject; and

            (iii) (A) this Agreement (1) has been duly and validly authorized,
      executed, and delivered by such Party and (2) constitutes the legal,
      valid, and binding obligation of such Party, enforceable against
      such Party in accordance with its terms, except to the extent that
      such enforceability may be limited by bankruptcy, insolvency, or
      other similar laws of general applicability affecting the
      enforcement of creditors' rights generally and by the court's
      discretion in relation to equitable remedies; and (B) no notice to,
      registration with, consent or approval of, or any other action by,
      any relevant governmental authority or other Person is or will be
      required for such Party to execute, deliver, and perform its
      obligations under this Agreement.

      (b) The Seller represents and warrants to each Participant (as of the
date  hereof  and as of  each  date  that  it  sells  a  Participation  to  such
Participant  hereunder)  that the Seller is the sole legal and beneficial  owner
of,  and has good  title  to,  the Loans  free and clear of any lien or  similar
encumbrance.

      Section 7.  Payments to Participant.

      (a) Subject to Section 8, upon receipt by the Seller of (i) any payment of
principal  of  any  Loan,  the  Seller  shall  remit  to  each  Participant  its
Participant's Share of such payment (determined as of the date that such payment
is remitted to the  Participant) and (ii) any payment of accrued interest on any
Loan,  the Seller shall remit to each  Participant  its  Participant's  Interest
Payment for the applicable  Interest Period;  provided that interest on any Loan
accrued  prior to the Initial  Funding Date shall be for the sole account of the
Seller.

      (b) At a Participant's request and to the extent contemplated by the Loan
Agreement,  the Seller shall make demand on the Borrowers for payment on account
of  increased  costs,  break  funding  payments  or  expenses  incurred  by such
Participant  in connection  with the  Participation  and shall promptly remit to
such Participant all such payments as and when received. In addition, so long as
(i) a Participant has notified the Borrowers of its Participation and (ii) such


                                      S-7

<PAGE>

Participant  complies  with its  obligations  under  Section 12 and any  similar
provisions  in the Loan  Agreement,  the  Seller  shall  promptly  remit to such
Participant  an amount  equal to any  payment  received  by the Seller  from the
Borrowers  under  the  Loan  Agreement  on  account  of taxes  incurred  by such
Participant in connection with the Participation.  To the extent required by the
Loan Agreement, the Participant hereby agrees, for the benefit of the Borrowers,
to comply with the provisions of Section 3.02 of the Loan Agreement.

      (c) All payments by the Seller to a Participant hereunder shall be made to
such Participant's Account in like funds and currency as received by the Seller.

      (d) If a payment is received by the Seller not later than 12:00 noon (New
York City time) on any Business Day, the corresponding  payment shall be made to
the  Participants not later than 5:00 p.m. (New York City time) on such day, and
otherwise  not  later  than 3:00 p.m.  (New York City  time) on the  immediately
succeeding Business Day.

      (e) Nothing in this Agreement shall entitle a Participant to share in any
fee or other payment under the Facility  Documents except as expressly set forth
herein.

      (f) The Seller shall be entitled to deduct from payments to be made by it
hereunder to a Participant any overdue amount payable by such Participant to the
Seller under this Agreement.

      Section 8.  Subordination of Participations. Each Participant hereby
irrevocably  agrees that,  to the extent  provided  below in this Section 8, its
rights to receive any payment in respect of its Funded  Participation Amount and
its  Participant's  Interest Payment shall be subordinate and junior in right of
payment to the prior payment of the Senior Interests in full in cash:

      (a) Until such time as the Seller's Percentage Interest in the Outstanding
Aggregate  Loan Amount has been  reduced to zero,  the Seller  shall  retain all
payments  of  principal  with  respect to the  Obligations  and shall apply such
payments to the Seller's Percentage  Interest in the Outstanding  Aggregate Loan
Amount.  If the Seller  receives any  payments of principal  with respect to the
Loans at any time as the  Seller's  Percentage  Interest  is  zero,  subject  to
Section  8(b),  the Seller  shall  remit such  payments to the  Participants  in
accordance with Section 7.

      (b) If the Loans and other Obligations have been declared immediately due
and  payable at such time as there shall have  occurred  and be  continuing  any
Event of Default,  then the Seller shall distribute  payments received under the
Loan Agreement,  to the extent of the funds available, in the following order of
priority:

            (i) to the Seller's Percentage Interest in the Outstanding Aggregate
      Loan Amount until the Seller's Percentage Interest in the Outstanding
      Aggregate Loan Amount has been reduced to zero;

            (ii) to the Seller's Interest Payment until the accrued and unpaid
      amount of the Seller's Interest Payment has been paid in full;

            (iii) any fees or other amounts due and payable by the Borrowers to
      the Seller pursuant to the Facility Documents, together with all costs and
      out-of-pocket expenses reasonably incurred by or on behalf of the Seller
      in connection with the Facility Documents and the transactions
      contemplated thereby until such amounts have been reimbursed or paid in
      full;


                                      S-8

<PAGE>

            (iv) to each Participant, pro rata on the basis of the amounts owed
      under this clause (iv), its Percentage Interest in the Outstanding
      Aggregate Loan Amount, until such amount has been reduced to zero;

            (v) to each Participant, pro rata on the basis of the amounts owed
      under this clause (v), its Participant's Interest Payment until the
      accrued and unpaid amount of its Participant's Interest Payment has been
      paid in full; and

            (vi) to each Participant, pro rata on the basis of the amounts owed
      under this clause (vi), any other amount due and payable to such
      Participant pursuant to its Participation until such amounts have been
      paid in full.

      (c) In the event of any reorganization, arrangement, restructuring or
liquidation of a Borrower pursuant to any bankruptcy, insolvency or similar law,
rule,  regulation or order, the Seller shall distribute  payments received under
the Loan  Agreement  according  to  Section  8(b).  In the event that the Seller
receives any payments as adequate protection or for similar purposes in any such
proceedings involving either of the Borrowers,  the Seller shall distribute such
payments according to Section 8(b).

      (d) Each Participant agrees that, in the event that it receives any
payment on its  Participation  in excess of the  amount to which it is  entitled
under  this  Section 8, it will hold such  payments  in trust for the Seller and
promptly  turn over such  amounts to the Seller  for  application  to the Senior
Interests.

      Section 9.  Administration.

      (a) The Participations shall be reflected in the Seller' books and
records,  which,  in the absence of manifest error,  shall be presumed  accurate
with respect thereto.

      (b) Any payments received by or for the account of the Seller with respect
to the Obligations  shall be applied to principal,  interest,  expenses or other
amounts in the order and manner set forth in the Facility  Documents,  or if the
Facility  Documents do not require  application in specific order or manner,  as
determined by the Seller in its sole  discretion.  Any application to the Senior
Interests  may be made in such order as the Seller from time to time in its sole
discretion determines.

      (c) Each Participant agrees that the Seller may, in its sole discretion,
exercise or refrain from  exercising  any right,  or take or refrain from taking
any action,  which the Seller may be entitled to take or assert under any of the
Facility  Documents  or  otherwise  with  respect  to  the  obligations  of  the
Borrowers,  the  Obligors,  any other  guarantor or grantor of liens or security
interests,  or other party  thereunder or the enforcement  thereof,  all without
notice  to  the  Participants  and,  without  limiting  the  generality  of  the
foregoing,  the Seller may take legal action to enforce the Participants' or the
Seller's interests with respect to any Loan or any of the Facility Documents. In
making and  administering  the Loans, the Seller shall exercise the same care as
it  normally  exercises  with  respect  to  loans  or  commitments  in  which no
participations are sold, but the Seller shall have no further responsibility to


                                      S-9

<PAGE>

the Participants  except as expressly provided herein, and, except to the extent
its own gross  negligence  or willful  misconduct  results in actual loss to the
Participants,  the Seller shall have no  responsibility  to the Participants for
any  action or  failure to act by the Seller  under the  Facility  Documents  or
otherwise.  Without  limiting  the  foregoing,  the  Seller  (i) may (but is not
obligated  to)  consult  with legal  counsel,  independent  public  accountants,
appraisers and other experts reasonably  selected by the Seller and shall not be
liable  for any  action  taken or  omitted  to be  taken in good  faith by it in
accordance  with the advice of such persons;  (ii) shall be entitled to rely on,
and shall incur no liability by acting upon, any notice,  consent,  certificate,
statement,  order,  or any  instrument,  document or other  writing  (including,
without  limitation,   facsimile,   email  or  other  telecommunication  device)
reasonably  believed  by the Seller to be genuine  and  correct and to have been
signed,  sent, or made by the proper person;  and (iii) shall not be required to
make any inquiry  concerning  the  observance or  performance  of any agreements
contained  in, or  conditions  of, the  Facility  Documents,  or to inspect  the
property,  books or records of the Borrowers, the Obligors or their subsidiaries
and affiliates.  Notwithstanding  anything in the foregoing to the contrary,  in
any bankruptcy,  insolvency or similar proceeding affecting either Borrower, the
Seller  shall file a proof of claim for all  amounts  owing  under the  Facility
Documents  in a  timely  manner  and  shall  provide  each  Participant  with  a
reasonable  opportunity  (but in any event not less than five (5) Business Days)
to comment on such proof of claim prior to the filing thereof.

      (d) The Seller shall deliver to the Participants copies of each amendment,
consent,  waiver or notice of default  delivered in connection with the Facility
Documents  and such other  documents  received by the Seller from the  Borrowers
under the Facility  Documents  that such  Participant  shall  request in writing
within two Business Days of any such written request;  provided,  however,  that
each Participant hereby acknowledges and agrees that the Seller shall not assume
responsibility  with  respect  to  the  accuracy,   authenticity,   validity  or
enforceability  thereof.  Other than such  documents  as may be furnished by the
Seller in accordance with the immediately  preceding sentence,  the Seller shall
have no responsibility  to provide the Participants with any credit  information
or other information concerning the affairs,  financial condition or business of
the Borrowers or any other party which may come into the Seller's possession.

      (e) Each Participant agrees that the Seller may, in its sole discretion,
without notice to or consent from such  Participant,  agree to the modification,
amendment or waiver of any of the terms of any of the Facility  Documents or the
release of any  Collateral,  provided  that the Seller  shall not,  without each
Participant's prior written consent,  agree to any such modification,  amendment
or waiver with respect to the Facility  Documents that: (i) extends the due date
for any  scheduled  repayment or  prepayment  of principal of or interest on any
Loan, (ii) reduces the amount of any scheduled repayment or mandatory prepayment
of  principal  of or  interest  on any Loan or the rate of  interest on any Loan
(iii)  forgives  any  principal  of or  accrued  interest  on any Loan,  or (iv)
releases all or substantially all of the Collateral or the Guarantors;  provided
that, for the avoidance of doubt,  this provision shall not be deemed to require
the  Participants'  consent  with respect to any sales of  Collateral  expressly
permitted by the Facility Documents without the Lenders' consent.

      Section 10. Non-Recourse; Independent Investigation. (a) Each Participant
acknowledges  and  agrees  that  its  Participation  is being  acquired  without
recourse  to the  Seller  (other  than for a breach of the  Seller's  obligation
hereunder  to remit the  Participants'  portion of payments  received  under the
Facility Documents) and that it expressly assumes all risk of loss in connection
with the Participation. The Seller makes no representation or warranty, express


                                      S-10

<PAGE>

or implied,  and assumes no  responsibility,  with  respect to the  genuineness,
authorization,  execution,  delivery,  validity,  legality,  value, sufficiency,
perfection,  priority,  enforceability  or collectability of any of the Loans or
the  Facility  Documents.  The  Seller  assumes  no  responsibility  for (i) any
representation or warranty made by, or the accuracy,  completeness,  correctness
or sufficiency of any  information  (or the validity,  completeness  or adequate
disclosure of assumptions  underlying  any  estimates,  forecasts or projections
contained  in  such  information)   provided  directly  or  indirectly  by,  the
Borrowers,  any other  Obligor  or any other  Person,  (ii) the  performance  or
observance by the Borrowers or any other Obligor of any of the provisions of the
Facility Documents (whether on, before or after the Initial Funding Date), (iii)
the  filing,  recording,  or taking of any  action  with  respect  to any of the
Facility  Documents,  (iv) the financial  condition of the Borrowers,  any other
Obligor or any other Person, (v) (except as otherwise expressly provided herein)
any other matter whatsoever  relating to the Borrowers,  any other Obligor,  any
other Person,  the Loans or the  Participation or (vi) the income or withholding
tax status with respect to a Participant's interest in the Loans;

      (b) Each Participant acknowledges that it has received a copy of the Loan
Agreement and the other  Facility  Documents  executed  and/or  delivered by the
Borrowers  and/or  Obligors.  Each  Participant  represents  and warrants to the
Seller  that such  Participant  (i) has full  access to all such  documents  and
information  (including  any  financial  information)  as it deems  necessary to
review in order to enter into this Agreement,  (ii) is a sophisticated buyer and
has made,  independently and without reliance on the Seller, its own independent
investigation of the financial  condition,  operations,  property,  affairs, and
general  creditworthiness of the Borrowers,  the other Obligors and the Facility
Documents  for the purpose of acquiring the  Participation,  (iii) has purchased
the  Participation  for the  purpose  of  investment  only and  with no  present
intention  of  reselling  the  same,  and not  with a view  to,  or for  sale in
connection  with,  any  distribution  thereof  and (iv)  will  continue  its own
independent  investigation  of  the  financial  condition  and  affairs  of  the
Borrowers and the Obligors.

      Section 11. Expenses; Indemnity. (a) The Seller acknowledges that it shall
pay  all  liabilities,   obligations,   losses,  damages,  penalties,   actions,
judgments,  suits,  costs,  expenses,  and disbursements,  including legal fees,
incurred by the Seller,  or for which the Seller is  responsible,  in connection
with (i) the  administration  or  enforcement  of (A) the  Loans or (B) the Loan
Agreement  or  any  Facility  Documents  against  the  Obligors,  and  (ii)  the
collection of the Loans  (including,  without  limitation,  those arising due to
suits,  claims or  counterclaims  by a  Borrowers,  an Obligor or other  parties
against the Seller or any agent of the  Seller),  and that  neither  Participant
shall be  obligated  to  indemnify  or  reimburse  the Seller for any such item;
provided that the Seller shall be entitled to be reimbursed for such expenses in
accordance with the Facility Documents. Each Participant shall pay to the Seller
all reasonable expenses,  liabilities,  costs and damages (including  attorney's
fees)  reasonably  incurred by the Seller in connection with the enforcement and
collection of the obligations of such Participant under this Agreement.

      (b) Each Participant agrees, within five Business Days of written request
from the Seller, to reimburse the Seller for, to indemnify and defend the Seller
against,   and  hold  the  Seller  harmless  from,  any  and  all   liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or disbursements  of any kind whatsoever,  including but not limited to
reasonable  attorneys'  fees and  expenses  that may at any time be imposed  on,
asserted against or incurred by, the Seller arising out of or in connection with
the breach of or inaccuracy in any of the representations and warranties of such


                                      S-11

<PAGE>

Participant or any material breach of or failure by such  Participant to perform
its covenants  hereunder;  provided,  however,  that a Participant  shall not be
liable for the Seller' gross negligence or willful misconduct as determined by a
court of competent jurisdiction in a final, nonappealable order.

      (c) The foregoing obligations of the Seller and the Participants shall
survive the termination of this Agreement.

      Section 12. Taxes. Any taxes due and payable on any payments to be made to
a Participant  hereunder shall be such Participant's sole  responsibility.  Each
Participant  warrants  that it is not subject to any taxes,  charges,  levies or
withholdings  with respect to payments  under this Agreement that are imposed by
means of withholding by any applicable  taxing  authority  ("Withholding  Tax").
Each  Participant  agrees  to  provide  the  Seller,  from time to time upon the
Seller's  request,  completed  and signed  copies of any  documents  that may be
required  by an  applicable  taxing  authority  to  certify  such  Participant's
exemption  from  Withholding  Tax with  respect to  payments  to be made to such
Participant under this Agreement; and each Participant agrees to hold the Seller
harmless from any Withholding Tax imposed due to such  Participant's  failure to
establish that it is not subject to Withholding Tax.

      Section 13. Reimbursement. In the event that (a) the Seller shall pay any
amount to a  Participant  pursuant  hereto in the belief or  expectation  that a
related payment has been or will be received or collected by the Seller pursuant
to the  Facility  Documents  and (b) such  related  payment is not  received  or
collected by the Seller,  then the  Participant  receiving such payment,  within
five Business Days of written request by the Seller, shall return such amount to
the Seller,  together with interest thereon accruing at Overnight LIBOR for each
day from and  including  the date of such payment by the Seller to but excluding
the date of repayment to the Seller.  If the Seller  determines at any time that
any  amount  received  or  collected  by the  Seller  pursuant  to the  Facility
Documents must be rescinded or otherwise  returned to a Borrower or to any other
person  or  entity   pursuant  to  any   insolvency   law  or  otherwise,   then
notwithstanding  any other provision of this Agreement,  the Seller shall not be
required to remit any portion thereof to the Participants and each  Participant,
within the earlier of (i) five Business Days of written request by the Seller or
(ii) the date the Seller is required to repay any such amount to a third  party,
will repay to the Seller any portion  thereof  that such  Participant  received,
together  with  interest  thereon at such rate, if any, as the Seller shall have
been required to pay to a Borrower, or such other person or entity, with respect
thereto.  If, for any reason, a Participant  shall at any time receive an amount
in excess of the amount which such  Participant is entitled to receive  pursuant
to this Agreement,  then,  promptly upon demand by the Seller,  such Participant
shall forthwith return such excess to the Seller, together with interest thereon
accruing  at  Overnight  LIBOR from the time of the  overpayment  to the date of
repayment to the Seller.

      Section 14. Set-off. To the extent contemplated by the Loan Agreement and
permitted  by law,  the  Participant  shall be entitled  to the  benefits of any
provisions in the Loan  Agreement  providing  for rights of set-off  against the
Borrowers as though such Participant  were a Lender.  If, as a result of set-off
or otherwise,  a Participant receives a payment (a "Subject Payment") in respect
of its Funded  Participation  Amount  that would cause the  aggregate  principal
amount  received  by such  Participant  in  respect  of the Loans to exceed  its
Percentage  Interest of all repayments received by the Parties in respect of the
Loans (or its participation  therein), such Participant shall purchase from each
of the other  Parties a  participation  in the interests of the other Parties in
the Loans such that all of the  Parties  received  the  benefit of such  Subject
Payment in proportion to their  respective  interests in the Loans before giving
effect to such Subject Payment.


                                      S-13

<PAGE>

      Section 15. Nature of Interest. Each Participant agrees that it will not
have, and will not assert or seek to exercise,  any legal or equitable  right or
remedy  against the Borrowers or any Obligors with respect to the Loans or other
liabilities  under the Facility  Documents and the purchase of its Participation
hereunder.  The  Participant  shall  not,  by reason of this  Agreement  and the
transactions  contemplated  hereby,  be deemed to have any  interest  in (a) any
property taken as security for Borrower's  obligations and liabilities  under or
with respect to (i) the Loans,  the Note or the  Facility  Documents or (ii) any
other  credit,  loan or  financial  accommodation  from  time  to  time  made or
furnished to the  Borrowers by the Seller,  or (b) any property now or hereafter
in  the   possession   of  the   Seller   or  under  its  or  any   agent's   or
pledgee-in-possession's  control  which  may be or  might  become  security  for
performance  and payment of the  Obligors'  obligations  under and in connection
with the Loans,  the Note and the  Facility  Documents  by reason of the general
description  contained in any general loan or collateral agreement or collateral
note held by the  Seller or by  reason  of any  right of  setoff,  counterclaim,
banker's lien or otherwise; provided, however, that in the case of clause (a) or
(b) above,  if such  property,  indebtedness,  or the proceeds  thereof shall be
applied by the Seller to the payment or reduction  of any  principal or interest
in any Loans,  then, subject to Section 8, each Participant shall be entitled to
its Participant's Share of such application.

Section 16. Miscellaneous.

      (a) Entire Agreement; Amendments; Exercise of Rights. This Agreement
constitutes  the entire  agreement of the Parties with respect to the respective
subject   matters  hereof  and  supersedes  all  previous  and   contemporaneous
negotiations,    promises,    covenants,    agreements,    understandings    and
representations  on such  subjects,  all of which have become merged and finally
integrated into this Agreement.  No amendment of any provision of this Agreement
shall be  effective  unless it is in writing  and signed by the  Parties  and no
waiver of any  provision  of this  Agreement,  nor consent to any  departure  by
either Party from it,  shall be effective  unless it is in writing and signed by
the affected  Party,  and then such waiver or consent shall be effective only in
the specific  instance and for the specific  purpose for which given. No failure
on the part of a Party to exercise, and no delay in exercising,  any right under
this  Agreement  shall operate as a waiver  hereof by such Party,  nor shall any
single or partial exercise of any right under this Agreement  preclude any other
or further  exercise  thereof or the exercise of any other right. The rights and
remedies of each Party  provided  herein (a) are  cumulative and are in addition
to, and are not exclusive of, any rights or remedies  provided by law (except as
otherwise  expressly set forth in this Agreement) and (b) are not conditional or
contingent  on any attempt by such Party to exercise any of its rights under any
other related document against the other Party or any other Person.

      (b) Survival; Successors and Assigns. All representations, warranties,
covenants,  indemnities  and  other  provisions  made by the  Parties  shall  be
considered to have been relied upon by the Parties, shall be true and correct as
of the  date  hereof  and the  Initial  Funding  Date,  and  shall  survive  the
execution,   delivery,  and  performance  of  this  Agreement.  This  Agreement,
including the representations,  warranties,  covenants and indemnities contained
in this  Agreement,  shall  inure to the  benefit  of,  be  binding  upon and be
enforceable  by and  against the Parties  and their  respective  successors  and
permitted assigns. Without prejudice to any restrictions or limitations in the


                                      S-13

<PAGE>

Loan  Agreement:  (i) the Seller shall not assign any of the  Commitment  or the
Loans, except to a wholly owned subsidiary, without the prior written consent of
each  Participant,  which consent may not be unreasonably  withheld;  and (ii) a
Participation may not be sold, pledged, assigned,  subparticipated, or otherwise
transferred  (except  for an  assignment  by  General  Motors to a wholly  owned
subsidiary or an assignment by Cerberus Fund to an Affiliate of Cerberus Capital
Management  L.P.  or a fund or account  advised or managed by  Cerberus  Capital
Management L.P. or by an Affiliate thereof),  without the Seller's prior written
consent,  which consent may not be  unreasonably  withheld.  Any such  purported
action  described in the  preceding  sentence  that occurs  without the required
consent shall be null and void and of no effect.  For the avoidance of doubt, it
is  understood  that it shall be  reasonable  for the  Participants  to withhold
consent  to an  assignment  by the  Seller if the  assignment  documents  are in
conflict  with or would  prevent  the Seller from  complying  with the terms and
conditions of this Agreement.

      (c) Further Assurances. Each Party agrees (i) to execute and deliver, or
to cause to be executed and delivered, all such instruments and (ii) to take all
such actions that another Party may reasonably  request to effectuate the intent
and  purposes,  and to carry out the terms,  of this  Agreement,  including  the
procurement of any third-party consents.

      (d) Confidentiality. Each Participant agrees that, without the prior
written consent of the other Parties, it shall not disclose the contents of this
Agreement  to any  Person,  except  that  any  Participant  may  make  any  such
disclosure  (a) as required  to  implement  or enforce  this  Agreement,  (b) if
required to do so by any law,  court,  or  regulation,  (c) to any  governmental
authority or  self-regulatory  entity having or asserting  jurisdiction over it,
(d) if its attorneys  advise it that it has a legal  obligation to do so or that
failure to do so may result in it incurring a liability to any other Person, (e)
to its  professional  advisors and auditors or (f) to any assignee or transferee
permitted hereunder.  Each Participant agrees to comply with the requirements of
the Facility  Documents  regarding  confidentiality  as if it was a Lender,  and
shall,  upon the  Seller's  request,  provide  to the  Seller a  confidentiality
undertaking  to such  effect  in  accordance  with  the  terms  of the  Facility
Documents. Each Participant further acknowledges that it may receive information
form the Seller that is "insider  information"  for purposes of Section 10(b) of
the  Securities  Exchange  Act of  1934  and  agrees  that  it  will  keep  such
information  confidential  and will not sue such  information  in  violation  of
applicable  securities  laws. The provisions of this Section 16(d) shall survive
the termination of this Agreement.

      (e) Parties' Other Relationships. Each Party and any of its affiliates may
engage in any kind of business or  relationship  with the  Borrowers,  any other
Obligor or any of their  respective  affiliates  without  liability to the other
Parties or any obligation to disclose such business or relationship to the other
Parties.  Each Participant  acknowledges  that the Seller and its affiliates may
have  commercial  lending,  and/or  other  business   relationships,   including
extensions of credit,  financial  advisory  arrangements and deposits,  with the
Borrowers, the Obligors and their respective affiliates in addition to the Loans
and the Participation.

      (f) Relationship Between the Seller and the Participants. The relationship
between  the Seller and each  Participant  shall be that of seller and buyer.  A
Participant's interests in the Loans in which it purchases an interest hereunder
shall be a  participation  and shall not be deemed to be a direct  assignment of
such  Loans.  No Party is a trustee or agent for any other  Party,  and no Party
shall have fiduciary obligations to any other Party. This Agreement shall not be
construed to create a partnership or joint venture between the Parties.


                                      S-14

<PAGE>

      (g) GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL. (i)
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS  PRINCIPLES  (BUT WITH
REFERENCE TO SECTION  5-1401 OF THE NEW YORK GENERAL  OBLIGATIONS  LAW, WHICH BY
ITS TERMS APPLIES TO THIS  AGREEMENT).  EACH PARTY HERETO HEREBY  SUBMITS TO THE
NONEXCLUSIVE  JURISDICTION  OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT  OF NEW YORK FOR  PURPOSES OF ALL LEGAL  PROCEEDINGS  ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS  CONTEMPLATED  HEREBY. EACH PARTY
HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH  IT MAY NOW OR  HEREAFTER  HAVE TO THE  LAYING  OF THE  VENUE  OF ANY SUCH
PROCEEDING  BROUGHT  IN SUCH A COURT  AND ANY  CLAIM  THAT ANY  SUCH  PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN  INCONVENIENT  FORUM.  EACH PARTY
HERETO HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT, OR ANY DOCUMENT DELIVERED PURSUANT HERETO BY THE
MAILING OF A COPY THEREOF BY  REGISTERED  OR CERTIFIED  MAIL,  POSTAGE  PREPAID,
RETURN RECEIPT  REQUESTED,  TO ITS RESPECTIVE  ADDRESS SPECIFIED AT THE TIME FOR
NOTICES  UNDER  THIS  AGREEMENT  OR TO ANY OTHER  ADDRESS OF WHICH IT SHALL HAVE
GIVEN WRITTEN OR ELECTRONIC NOTICE TO THE OTHER PARTIES. THE FOREGOING SHALL NOT
LIMIT  THE  ABILITY  OF ANY  PARTY  HERETO  TO BRING  SUIT IN THE  COURTS OF ANY
JURISDICTION.

      (ii) EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A
TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT.

      (h) Severability; Interpretation. Whenever possible, each provision of
this Agreement  shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be prohibited
by or invalid under such law, such provision  shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provision or the remaining provisions of this Agreement. This Agreement shall be
deemed to have been jointly  drafted and no provision of it shall be interpreted
or construed for or against any Party because such Party purportedly prepared or
requested such provision, any other provision or this Agreement as a whole.

      (i) No Third Party Beneficiaries. None of the provisions of this Agreement
will  inure  to the  benefit  of any  Person  other  than  the  Seller  and  the
Participants.  Without  limiting the  generality of the  foregoing,  neither the
Borrowers  nor any other  Person  obligated  to pay the Loans may rely hereon or
have any right to assert that the Seller or a  Participant  has failed to comply
with the provisions of this Agreement.


                                      S-15

<PAGE>


      (j) Subrogation. To the extent that the Seller enforces any claim for
indemnification  or other  claim or remedy  against  a  Participant  under  this
Agreement and receives  payment or another  remedy from a Participant in respect
of such claim or remedy,  the Parties agree that to the extent  permitted by law
and the Facility  Documents,  without the need for further action on the part of
any Party,  such  Participant  shall be  subrogated  to the rights of the Seller
against any other  Person with  respect to such claim or remedy to the extent of
such  payment or other  remedy;  provided  that it shall not  exercise  any such
subrogation  right unless the Loan  Repayment  Date shall have  occurred and all
obligations  owed to the Seller in respect of the Loan Agreement shall have been
paid in full.

      (k) Expenses. Except to the extent expressly provided in this Agreement,
each Party agrees to bear its own expenses in connection with this Agreement.

      (l) Interest. If any Party fails to pay any amount (including interest, to
the fullest  extent  permitted by applicable  law) payable by it hereunder  when
due, then interest shall accrue and be payable  immediately  upon demand on such
unpaid  amount at a per annum rate equal to Overnight  LIBOR from and  including
the date on which such amount  became due to but  excluding the date the same is
paid in full.

      (m) Waiver of Punitive, Consequential, Special or Indirect Damages. Each
of the  Parties  waives any right it may have to seek  punitive,  consequential,
special or indirect  damages  from any of the other  Parties with respect to any
and all  issues  presented  in any  action,  proceeding,  claim or  counterclaim
brought by any of the Parties  against any of the other  Parties with respect to
any matter arising out of or in connection with this  Agreement.  This waiver is
knowingly and voluntarily  given, and is intended to encompass each instance and
each  issue  for which the right to seek  punitive,  consequential,  special  or
indirect  damages would  otherwise  apply.  Each party hereto is authorized  and
directed to submit this  Agreement  to any court  having  jurisdiction  over the
subject matter and the parties to this Agreement as conclusive  evidence of this
waiver  of the  right  to seek  punitive,  consequential,  special  or  indirect
damages.

      (n) Notices. All notices and other communications provided for hereunder
shall,  unless  otherwise  stated  herein,  be in writing  (including  facsimile
communication)  and shall be personally  delivered or sent by certified  mail or
overnight air courier,  postage prepaid, or by facsimile,  to the intended Party
at the address or  facsimile  number of such Party set forth on Schedule 1 or at
such other address or facsimile number as shall be designated by such Party in a
written notice to the other parties hereto.  All such notices and communications
shall be effective, (i) if personally delivered,  when received, (ii) if sent by
overnight air courier,  the next Business Day after  delivery to the related air
courier service, if delivery is guaranteed as of the next Business Day, (iii) if
sent by certified  mail,  three Business Days after having been deposited in the
mail, postage prepaid, and (iv) if transmitted by facsimile,  when sent, receipt
confirmed by telephone or electronic  means,  if sent during  business hours (if
sent after business hours, then on the next Business Day).

      (o) Counterparts. This Agreement may be executed in counterparts (and by
different  parties  hereto  on  different  counterparts),  each of  which  shall
constitute an original,  but all of which when taken together shall constitute a
single contract. Delivery of an executed counterpart of a signature page to this
Agreement  by telecopy or  electronic  mail shall be  effective as delivery of a
manually executed counterpart of this Agreement.


                                      S-16

<PAGE>


      IN WITNESS WHEREOF, the parties have caused this Participation Agreement
to be executed by their respective officers thereunto duly authorized, as of the
date first above written.



                                    GMAC LLC, as Seller



                                    By:______________________________
                                    Name:
                                    Title:





                                       S-1

<PAGE>



                            CERBERUS RESCAP FINANCING LLC

                            By Cerberus Partners, L.P., its Managing Member,

                            By Cerberus Associates, L.L.C., its General Partner,

                            By ____________________________________
                                        Name:
                                        Senior Managing Director





                                      S-2
<PAGE>



                                    GENERAL MOTORS CORPORATION, as a Participant



                                    By:______________________________
                                    Name:
                                    Title:




                                      S-3
<PAGE>



                                   SCHEDULE 1


                              ADDRESSES FOR NOTICES



Seller's Address for Notices and Delivery
-----------------------------------------

GMAC LLC
200 Renaissance Center
Detroit, MI 48265
Attn: David Walker, Group VP and Treasurer
Phone: (313) 656-5400
Fax: (313) 656-5401
Email: david.walker@gmacfs.com
       -----------------------

With copy to:
200 Renaissance Center
Detroit, MI 48265
Attn: William B. Solomon, VP and General Counsel
Phone: (313) 656-6128
Fax: (313) 656-6124
Email: William.b.solomon@gm.com
       ------------------------


Cerberus Fund's Address for Notices and Delivery
------------------------------------------------

Cerberus ResCap Financing LLC
c/o Cerberus Capital Management L.P.
299 Park Avenue
New York, NY 10178
Attention: Stephanie Chau
Telephone:  (646) 885-3310
Facsimile:  (646) 885-3311
e-mail:  schau@cerberuscapital.com
         -------------------------

with a copy to:

Cerberus Capital Management L.P.
299 Park Avenue
New York, NY 10178
Attention: Mark A. Neporent, Chief Operating Officer and General Counsel
Telephone: (212) 891-2153
Facsimile: (212) 891-1540
e-mail:  mneporent@cerberuscapital.com
         -----------------------------



                                       1
<PAGE>



General Motor's Address for Notices and Delivery
------------------------------------------------


General Motors Corporation
767 Fifth Ave, 14th Floor
New York, NY 10153
Attn: Walter G. Borst, Treasurer
212-418-3500
212-418-3630 (fax)
walter.borst@gm.com

With copy to:
300 Renaissance Center
Detroit, MI 48265
Attn: Martin I. Darvick, General Motors Legal Staff
313-665-4922
313-665-4979 (fax)
martin.i.darvick@gm.com





                                       2
<PAGE>



                                   SCHEDULE 2


                               ACCOUNT INFORMATION

Seller's Account
----------------

JP Morgan Chase
ABA Number:  021000021
Account Number: 9102476646

Cerberus Fund's Account
-----------------------

JP Morgan Chase
ABA Number:  021000021
Account Number:  2747993133
Account Name:    Cerberus ResCap Financing LLC
Swift Code:      CHASUS33

General Motor's Account
-----------------------

JP Morgan Chase
ABA Number: 021000021
Account Number: 910-200-2095
Account Name: General Motors Corporation
Swift Code: CHASUS33




                                       1