Exhibit 10.4

Residential Capital, LLC / Residential Funding Securities, LLC Expense Sharing Agreement

Residential Capital, LLC (ResCap) is a wholly-owned subsidiary of GMAC LLC (GMAC), the direct parent of Residential Funding Securities, LLC (RFS). As such, ResCap is an affiliate of RFS. Certain RFS personnel are employed and supported by ResCap or ResCap affiliates.

ResCap incurs operating expenses on behalf of itself, RFS and other affiliates, including without limitation payroll and payroll related, subscription, education, professional, advertising, equipment rental, repairs and maintenance, printing and stationery, office supplies, postage and courier, telephone, travel, meals, entertainment, conferences, rent and operating, liability insurance, and bank charge expenses. To reflect the operating expenses attributable to RFS operations that ResCap pays, ResCap and RFS are entering into this Agreement, effective May 1, 2009 (the “Effective Date”).

Expense Calculation. All operating expenses incurred by ResCap will be posted in accordance with ResCap’s normal accounting and control procedures. At the end of each month, ResCap will charge to RFS a percentage (the “Allocation Factor”) of the expenses recorded in the cost center(s) listed on Exhibit A attached hereto (the “Allocated Expenses”) for that calendar