Securities Exchange Act of 1934
Rule 12h-3(c)

November 3, 2009

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not object if ResCap and the Guarantor Subsidiaries stop filing periodic and current reports under the Securities Exchange Act of 1934, including their quarterly reports on Form 10-Q for the quarter ended September 30, 2009. We assume that, consistent with the representations made in your letter, ResCap and the Guarantor Subsidiaries will file a certification on Form 15 making appropriate claims under Exchange Act Rule 12h-3 on or before the due date of their Forms 10-Q for the quarter ended September 30, 2009.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2009/
residentialcapital110309-12h3.htm