FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY

Exhibit 10.11

EXECUTION VERSION

FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY

dated as of

June 4, 2008

among

RESIDENTIAL FUNDING COMPANY, LLC,
GMAC MORTGAGE, LLC
and certain of their Affiliates from time to time parties hereto,
as Grantors

GMAC, LLC, as Lender and
Lender Agent

and

WELLS FARGO BANK, N.A.,
as First Priority Collateral Agent

TABLE OF CONTENTS

FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT
AND IRREVOCABLE PROXY

     THIS FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (this “ Agreement ”) dated as of June 4, 2008, is among Residential Funding Company, LLC, a Delaware limited liability company (“ RFC ”), and GMAC Mortgage, LLC, a Delaware limited liability company (“ GMAC Mortgage ; and together with RFC, each a “ Borrower ” and collectively, the “ Borrowers ”); Residential Capital, LLC, a Delaware limited liability company (“ ResCap ”), Homecomings Financial, LLC, a Delaware limited liability company (“ Homecomings ”), GMAC-RFC Holding Company, LLC, a Delaware limited liability company (“ RFC Holdings ”), and GMAC Residential Holding Company, LLC, a Delaware limited liability company (“ Residential ”; and each of ResCap, Homecomings, RFC Holdings, and Residential herein a “ Guarantor ” and collectively, the “ Guarantors ”); GMAC Model Home Finance, LLC, a Delaware limited liability company (“ Model Home ”); Developers of Hidden Springs, LLC, a Delaware limited liability company (“ Developers ”) and DOA Holding Properties, LLC, a Delaware limited liability company (“ DOA ” and each of Developers and DOA, herein is an “ Equity Pledgor ” and collectively, the “ Equity Pledgors ”); RFC Asset Holdings II, LLC, a Delaware limited liability company (“ RAHI ”), and Passive Asset Transactions, LLC, a Delaware limited liability company (“ PATI ”; and each of RAHI and PATI is herein a “ FABS Grantor ” and collectively, the “ FABS Grantors ”); Residential Mortgage Real Estate Holdings, LLC, a Delaware limited liability company (“ Residential Mortgage ”), Residential Funding Real Estate Holdings, LLC, a Delaware limited liability company (“ Residential Funding ”), Homecomings Financial Real Estate Holdings, LLC, a Delaware limited liability company (“ Homecomings Financial ”), and Equity Investment I, LLC, a Delaware limited liability company (“ Equity I ”; and each of Residential Mortgage, Residential Funding, Homecomings Financial and Equity I is herein an “ Additional Account Party ” and collectively, the “ Additional Account Party ”); and each other Person that agrees to become a “Grantor” by executing and delivering a Joinder Agreement pursuant to Section 15 (each Borrower, each Guarantor, Model Home, each Equity Pledgor, each FABS Grantor, each Additional Account Party and each such other Person is herein a “ Grantor ” and collectively, the “ Grantors ”); GMAC, LLC, a Delaware limited liability company, as Lender Agent and a Lender; and Wells Fargo Bank, N.A., as first priority collateral agent (together with its successor(s) thereto in such capacity, the “ First Priority Collateral Agent ”) for the Lender Parties.

WITNESSETH:

     WHEREAS, pursuant to the Loan Agreement, dated as of the date hereof, among the Borrowers, the Guarantors, and GMAC LLC, as Lender Agent and initial Lender, and certain other financial institutions and Persons from time to time party thereto as Lenders (as amended, supplemented, restated or otherwise modified from time to time, the “ Loan Agreement ”), the Lenders thereunder have agreed to make loans to the Borrowers;

     WHEREAS, the Guarantors have pursuant to Article XI of the Loan Agreement guaranteed all “Obligations” as defined in the Loan Agreement (each such guaranty so made by a Guarantor, herein its “ Guaranty ”);

     WHEREAS, as a requirement under the Loan Agreement and the making of the Loans under the Loan Agreement, the Grantors are required to execute and deliver this Agreement;

First Priority Pledge and Security Agreement
and Irrevocable Proxy

     WHEREAS, each Grantor has duly authorized the execution, delivery and performance of this Agreement; and

     WHEREAS, it is in the best interests of each Grantor to execute this Agreement inasmuch as each Grantor will derive substantial direct and indirect benefits from the Loans made from time to time to the Borrowers;

     NOW, THEREFORE, for and in consideration of any loan, advance or other financial accommodation heretofore or hereafter made to the Borrowers and/or the Grantors under or in connection with the Loan Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.  Definitions . When used herein and unless the context otherwise requires, (a) capitalized terms which are not otherwise defined herein have the meanings assigned to such terms in Schedule 1.01 to the Loan Agreement; (b) the terms Account, Account Debtor, Certificated Security, Chattel Paper, Commercial Tort Claim, Commodity Account, Commodity Contract, Deposit Account, Document, Electronic Chattel Paper, Equipment, Financial Assets, Fixture, General Intangibles, Goods, Health Care Insurance Receivables, Instrument, Inventory, Investment Property, Letter of Credit, Letter-of-Credit Rights, Money, Proceeds, Security, Security Entitlement, Securities Account, Supporting Obligations and Uncertificated Security have the respective meanings assigned thereto in Article 8 or Article 9 of the UCC (as defined below); and (c) the following terms have the following meanings (such definitions to be applicable to both the singular and plural forms of such terms):

      Assigned Documents means the Note Issuance Facility Deed, the Deed of Charge, the UK Note and any other Facility Document to which Residential Capital, LLC is a party.

      Bailment Collateral shall have the meaning given such term in the Intercreditor Agreement.

      Collateral means, with respect to any Grantor, all property and rights of such Grantor in which a security interest is granted pursuant to Sections 2 , 3 , 4 and 5 .

      Collateral Control Agent shall have the meaning given such term in the Intercreditor Agreement.

      Computer Hardware and Software means, with respect to any Grantor, all of such Grantor’s rights (including rights as licensee and lessee) with respect to: (a) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, features, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (b) all software programs designed for use on the computers and electronic data processing hardware described in clause (i) above, including, without limitation, all operating system software, utilities and application programs in whatsoever form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (c) any firmware associated with any of the foregoing; and (d) any documentation for hardware, software and firmware described in clauses (a), (b) and (c) above, including, without limitation, flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes.

      Deed of Charge means the deed of charge and assignment made on or about the date hereof between, amongst others, the UK SPE, Residential Capital, LLC and the Security Trustee.

      Distributions means all dividends of stock, membership interests or other ownership interests, liquidating dividends, shares of stock resulting from (or in connection with the exercise of) stock splits, reclassifications, warrants, options, non-cash dividends, mergers, consolidations, and all other distributions (whether similar or dissimilar to the foregoing) on or with respect to any Pledged Share, Pledged Interest or other shares of capital stock, member interest or other ownership interests or security entitlements constituting Collateral, but shall not include Dividends.

      Dividends means cash dividends and cash distributions with respect to any Pledged Share or any Pledged Interest made in the ordinary course of business and not as a liquidating dividend.

      Dutch Assets means the Dutch Memberships Interests and Dutch VFLN Receivables.

      Dutch Membership Interests means 65% of any and all rights, claims ( vorderingsrechten ) and interests of each of Residential Funding Company, LLC and GMAC-RFC Holding Company, LLC in their capacity as member ( lid ) of GMAC RFC International Holdings Coöperatief U.A. under or in connection with their membership ( lidmaatschap ).

      Dutch VFLN Receivables means any and all rights and claims ( vorderingsrechten ) (including but not limited to a right of recourse ( regres ) or subrogation ( subrogatie )) whether present or future, whether actual or contingent, of Residential Capital, LLC under or in connection with (i) the VFLN Agreement entered into by and between, amongst others, the Residential Capital, LLC, GX CE Funding B.V. and Stichting Security Trustee GX CE Funding, (ii) each VFLN Note and (iii) the VFLN Trust Deed.

      Excluded Assets means, with respect to any Grantor and to the extent such Property does not constitute Primary Collateral, the following Property: (a) Goods securing purchase money indebtedness or capital lease obligations to the extent such purchase money indebtedness or capital lease obligations prohibit the granting of a security interest on such assets; (b) voting capital stock of controlled foreign corporations (as defined in the Internal Revenue Code) in excess of sixty-five percent (65%) of the voting rights of such corporations including without limitation GMAC-RFC Australia Pty Limited and GMAC RFC International Holdings Coöperatief U.A. (or any other controlled foreign corporation identified in writing by a Grantor to the First Priority Collateral Agent); (c) any asset, including any account, note, contract, lease, financing arrangement, general intangible, equity investment, interests in joint ventures or other agreement to the extent that the grant of a security interest therein would violate applicable Requirements of Law, result in the invalidation thereof or provide any party thereto with a right of termination or default with respect thereto or with respect to any Bilateral Facility to which such asset is subject as of the Closing Date (in each case, after giving effect to applicable provisions of the UCC and other applicable Requirements of Law and principles of equity); (d) any trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the trademark had been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.) to the extent that granting a lien in such trademark application prior to such filing would adversely affect the enforceability of validity of such trademark application; (e) proceeds and

products of any and all of the foregoing excluded assets described in clause (a) through (d) above only to the extent such proceeds and products would constitute property or assets of the type described in clause (a) through (d) above; and (f) the Exempt Cash Reserve Account and any proceeds and products thereof.

      General Intangibles means, with respect to any Grantor, all of such Grantor’s “general intangibles” as defined in the UCC and, in any event, includes (without limitation) all of such Grantor’s licenses, franchises, tax refund claims, guarantee claims, security interests and rights to indemnification.

      Intellectual Property means all past, present and future: trade secrets and other proprietary information; rights in customer lists; trademarks, service marks, business names, trade names, domain names, designs, logos, and/or other source and/or business identifiers and the goodwill of the business relating thereto and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world (including without limitation the tradename “DITECH”); copyrights (including, without limitation, copyrights for computer programs) and copyright registrations or applications for registrations which have heretofore been or may hereafter be issued throughout the world; inventions (whether or not patentable); patent applications and patents; industrial designs, industrial design applications and registered industrial designs; rights in license agreements related to any of the Intellectual Property and income therefrom; the right to sue for all past, present and future infringements of any of the foregoing; all common law and other rights throughout the world in and to all of the foregoing; and the right to obtain all reissues, extensions or renewals of the foregoing.

      Intercreditor Agreement means that certain Intercreditor Agreement, dated on or before June 6, 2008 as of the date hereof, among Wells Fargo Bank, N.A., in its capacity as First Priority Collateral Agent, Wells Fargo Bank, N.A., in its capacity as Second Priority Collateral Agent, Wells Fargo Bank, N.A., in its capacity as Third Priority Collateral Agent, the Lender Agent and the other parties thereto.

      Lender Parties shall have the meaning given such term in the Loan Agreement.

      Non-Tangible Collateral means, with respect to any Grantor, collectively, such portion of such Grantor’s Collateral that constitutes Accounts, Chattel Paper, Deposit Accounts, Documents, General Intangibles, Payment Intangibles, Investment Property, Letter-of-Credit Rights, Letters of Credit and Supporting Obligations.

      Note Issuance Facility Deed means the note issuance facility deed made on or about the date hereof between, amongst others, Residential Capital, LLC and the UK SPE.

      Obligations means the Obligations (as defined in the Loan Agreement).

      Pledged Interest Issuer means each Person identified in Item B of Attachment I hereto as the Pledged Interest Issuer.

      Pledged Interests means all member interests, general or limited partnership interests or other ownership interests of any Pledged Interest Issuer described in Item B of Attachment I hereto, whether now existing or hereafter arising (other than Excluded Assets); all other member interests,

general or limited partnership interests or other ownership interests issued by any Pledgor’s Subsidiaries (other than Excluded Assets) that is hereafter from time to time pledged as Collateral under this Agreement by a Pledgor; all registrations, certificates, articles or agreements governing or representing any such interests; all options and other rights, contractual or otherwise, at any time existing with respect to such interests; all distributions, cash, instruments and other property now or hereafter received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests; and all proceeds of the foregoing.

      Pledged Note Issuer means each Person identified in Item D of Attachment I hereto as the issuer of the Pledged Note identified opposite the name of such Person.

      Pledged Note Lien means any and all liens or security interests securing the obligation of a Pledged Note Issuer evidenced by the applicable Pledged Note, and all collateral subject to such liens and security interests.

      Pledged Notes means all of the promissory notes described in Item D of Attachment I hereto, and all other promissory notes of any Pledged Note Issuer, issued by a Pledged Note Issuer, as such promissory notes, in accordance with Section 11(j) , are amended, restated, modified or supplemented from time to time; any promissory note of any Pledged Note Issuer taken in extension or renewal thereof or substitution therefor; all instruments or agreements governing or representing all or any of such notes; all rights, contractual or otherwise, at any time existing with respect to such notes; all distributions, cash, instruments and other property now or hereafter received, receivable or otherwise distributed in respect of or in exchange for any or all of such notes; and all proceeds of the foregoing.

      Pledged Property means all Pledged Interests, all Pledged Notes, all Pledged Shares, all other securities, all assignments of any amounts due or to become due, all other instruments which are now being delivered by any Pledgor to the First Priority Collateral Agent or the Collateral Control Agent or may from time to time hereafter be delivered by any Pledgor to the First Priority Collateral Agent or Collateral Control Agent for the purpose of pledge under this Agreement or any other Facility Document, and all proceeds of any of the foregoing.

      Pledged Share Issuer means each Person identified in Item A of Attachment I hereto as the issuer of the Pledged Shares identified opposite the name of such Person.

      Pledged Shares means all shares of capital stock of any Pledged Share Issuer, whether now existing or hereafter arising (other than Excluded Assets), and all other shares of capital stock of any direct Subsidiary of a Pledgor that is hereafter from time to time pledged as Collateral under this Agreement by a Pledgor; all registrations, certificates, articles, or agreements governing or representing any such interest; all options and other rights, contractual or otherwise, at any time existing with respect to all or any of such shares; all distributions, cash, instruments and other property now or hereafter received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and all proceeds of the foregoing.

      Pledgor means any Borrower, any Guarantor, any Equity Pledgor or Model Home.

      Property means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights.

      Security Trustee means Deutsche Trustee Company Limited in its capacity as security trustee for the Secured Creditors (as defined in the English Security Documents) .

      Servicing Contract means any agreement, whether titled a “servicing agreement,” a “pooling and servicing agreement,” a “sale and servicing agreement,” or otherwise, pursuant to which any Grantor is obligated to perform collection, enforcement or foreclosure services with respect to, or to maintain and remit any funds collected from, persons obligated on any mortgage loan or pool of mortgage loans.

      Significant Subsidiary means any Subsidiary of the ResCap (or group of Subsidiaries as to which a specified condition applies) which meets any of the following conditions:

     (a) ResCap’s and its other Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the Subsidiary exceeds 10 percent of the total assets of ResCap and its Subsidiaries on a consolidated basis as of the end of the most recently completed fiscal year; or

     (b) the Subsidiary’s income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle exceeds 10 percent of such income of ResCap and its Subsidiaries on a consolidated basis for the most recently completed fiscal year.

     For purposes of this definition, a Subsidiary shall mean a Person that is controlled by ResCap directly or indirectly through one or more intermediaries. For purposes of making any determination or calculations, this definition shall be interpreted in accordance with the rules and instructions of Rule 1-02 of Regulation S-X under the Securities Act of 1933 as in effect on the Closing Date.

      Trust Deed means that certain trust deed entered into by and between, amongst others, GX CE Funding and the Security Trustee GX CE Funding in relation to the VFLN Agreement.

      UCC means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, as used in Section 10(a) hereof, “ UCC ” shall mean the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.

      UK Note means the notes issued to Residential Capital, LLC from time to time by the UK SPE pursuant to the Note Issuance Facility Deed (there being only one note outstanding at any time).

      UK Note Related Security means all Liens created in favor of the Security Trustee by the UK SPE in connection with the issuance of the UK Note.

      UK Pledged Shares means the UK Pledged Shares in each UK Pledged Shares Company which are held by Residential Funding Company, LLC and represented by the certificates listed in

Item C of Attachment I hereto and which represent 65% of the UK Pledged Shares held by Residential Funding Company, LLC in the relevant UK Pledged Shares Company together with all other shares and other assets, including any moneys and other Derivative Rights (as defined in the English Security Documents) from time to time charged to the First Priority Collateral Agent.

      UK Pledged Shares Companies means:

     (a) GMAC-RFC Holdings Limited a company incorporated in England and Wales (registered number 03471082) whose registered office is at Eastern Gate, Brants Bridge, Bracknell, Berkshire RG12 9BZ (“ GMAC Holdings ”);

     (b) GMAC-RFC Europe Limited a company incorporated in England and Wales (registered number 03987700) whose registered office is at Eastern Gate, Brants Bridge, Bracknell, Berkshire RG12 9BZ; (“ GMAC Europe ”); and

     (c) RFC Investments Limited, a company incorporated in England and Wales (registered number 03488658) whose registered address is at Eastern Gate, Brants Bridge, Bracknell, Berkshire RG12 9BZ (“ RFC Investments ”),

     and UK Pledged Share Company means any of them.

      UK SPE means Viaduct No. 7 Limited.

      VFLN Agreement means that certain variable funding loan note agreement dated June 4, 2008 and entered into by and between, amongst others, Residential Capital, LLC, GX CE Funding B.V. and Stichting Security Trustee GX CE Funding.

      VFLN Note means any note issued by GX CE Funding B.V. to Residential Capital, LLC under or pursuant to the VFLN Agreement.

     2.  Grant of Security Interest by Borrowers, the Guarantors and Model Home . As security for the prompt payment in full in cash and performance of all Obligations, each of the Borrowers and the Guarantors and Model Home and each other Grantor (other than a Grantor that is an Equity Pledgor, an FABS Grantor or an Additional Account Pledgor) hereby pledges to the First Priority Collateral Agent for the benefit of the Lender Parties, and hereby grants a continuing security interest to the First Priority Collateral Agent for the benefit of the Lender Parties in, all of each such Borrower’s or Guarantor’s or Model Home’s or any such other Grantor’s right, title and interest, in, to, and under, whether now or hereafter existing, owned or acquired and wherever located and howsoever created, arising or evidenced, all of the following:

     (a) all Assets including, without limitation, all Financial Asset-Backed Securities, Servicing P&I Advances, Servicing T&I Advances, Mortgage Loans and Incremental Advances of a type specified in, or otherwise described in Schedule VI to this Agreement, and all other Property described in Schedule VI to this Agreement;

     (b) Accounts, including Health Care Insurance Receivables;

     (c) Chattel Paper, including Electronic Chattel Paper;

     (d) Commercial Tort Claims described on Schedule V hereto, as such schedule may be supplemented from time to time by any applicable Grantor in accordance with this Agreement;

     (e) Computer Hardware and Software and all rights with respect thereto, including, without limitation, any and all rights in licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;

     (f) Deposit Accounts;

     (g) Documents;

     (h) Financial Assets, including, without limitation, (A) all Deposit Accounts and Securities Accounts in which any Financial Assets are carried or credited, and all Investment Property (including all Security Entitlements), Instruments, Money, and other property on deposit therein or credited thereto, and all permitted investments acquired with funds on deposit in or carried in or credited to such Deposit Accounts or Securities Accounts, (B) all agreements, contracts, documents and instruments evidencing, arising from, relating to or other otherwise delivered pursuant to or in connection with Financial Assets, (C) all cash and funds delivered to a Grantor (or its bailee or agent) in respect of such Financial Assets and any collateral securing the same, and (D) to the extent not included in the foregoing, all Accounts, Chattel Paper, Deposit Accounts, Documents, General Intangibles, Payment Intangibles, Instruments, Investment Property, Letter-of-Credit Rights, Letters of Credit, Supporting Obligations, and Money, consisting of, arising from, or relating to or delivered pursuant to, any of the foregoing;

     (i) General Intangibles (including, without limitation, all Payment Intangibles and all rights, titles and interests in the English Security Documents, the Dutch Security Documents and the Mexican Security Documents);

     (j) Goods (including, without limitation, all its Equipment, Fixtures and Inventory), together with all embedded software, accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;

     (k) Instruments;

     (l) Intellectual Property;

     (m) (i) (A) all issued and outstanding shares of capital stock of each Pledged Share Issuer identified in Item A of Attachment I hereto, (B) all other Pledged Shares issued from time to time, (C) all Pledged Notes of each Pledged Note Issuer identified in Item D of Attachment I hereto (including, without limitation, the English Note and the Dutch Note), (D) all other Pledged Notes issued from time to time, (E) all Pledged Note Liens, (F) all issued and outstanding member interests, general or limited partnership interests or other ownership interests of each Pledged Interest Issuer

identified in Item B of Attachment I hereto, (G) all other Pledged Interests issued from time to time, (H) all other Pledged Property, whether now or hereafter delivered to the First Priority Collateral Agent in connection with this Agreement, and (I) all Dividends, Distributions, interest, and other payments and rights with respect to any Pledged Property; (ii) all Sales Proceeds Accounts and all funds, properties and assets (including financial assets) deposited therein or carried in or credited thereto, and (iii) to the extent not included in the foregoing clause (m)(i) , all other Investment Property (including, without limitation, Commodity Accounts, Commodity Contracts, Securities (whether Certificated Securities or Uncertificated Securities), Security Entitlements and Securities Accounts);

     (n) Letter-of-Credit Rights and Letters of Credit;

     (o) Money (of every jurisdiction whatsoever);

     (p) Dutch Assets;

     (q) UK Pledged Shares and UK Notes;

     (r) Supporting Obligations;

     (s) Servicing Contracts;

     (t) Investment Property; and

     (u) to the extent not included in the foregoing, all other personal assets and property of any kind or description;

together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, all claims and/or insurance proceeds arising out of the loss, nonconformity or any interference with the use of, or any defect or infringement of rights in, or damage to, any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from, and all distributions on and rights arising out of, any of the foregoing;

provided that, notwithstanding the foregoing, the “ Collateral ” described in this Section 2 shall not include Excluded Assets.

     Residential Capital, LLC agrees with the First Priority Collateral Agent and undertakes to pledge or, as the case may be, to pledge in advance the Dutch VFLN Receivables. Each of Residential Funding Company, LLC and GMAC-RFC Holding Company, LLC agrees with the First Priority Collateral Agent and undertakes to pledge or, as the case may be, to pledge in advance the respective Dutch Membership Interests.

     3.  Grant of Security Interest by Equity Pledgors . As security for the prompt payment in full in cash and performance of all Obligations, each of the Equity Pledgors hereby pledges to the

First Priority Collateral Agent for the benefit of the Lender Parties, and hereby grants a continuing security interest to the First Priority Collateral Agent for the benefit of the Lender Parties in, all of each such Equity Pledgor’s right, title and interest, in, to, and under, whether now or hereafter existing, owned or acquired and wherever located and howsoever created, arising or evidenced, all of the following:

     (a) all Pledged Shares of each Pledged Share Issuer identified in Item A of Attachment I hereto;

     (b) all other Pledged Shares issued by any Pledged Share Issuer and pledged hereunder by any Equity Pledgor from time to time;

     (c) all promissory notes, if any, of each Pledged Note Issuer identified in Item D of Attachment I hereto;

     (d) all other Pledged Notes, if any, issued by any Pledged Note Issuer from time to time;

     (e) all Pledged Note Liens, if any;

     (f) all Pledged Interests of each Pledged Interest Issuer identified in Item B of Attachment I hereto;

     (g) all other Pledged Interests issued by any Pledged Interest Issuer and pledged hereunder by any Equity Pledgor from time to time;

     (h) all Dividends, Distributions, interest, and other payments and rights with respect to any Pledged Shares or Pledged Interests;

     (i) all Deposit Accounts and all Property deposited or carried therein or credited thereto; and

     (j) all Securities Accounts and all Property (including all Investment Property and Financial Assets) deposited or carried therein or credited thereto, and all permitted investments acquired with funds on deposit in or carried in or credited to such Securities Accounts;

together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, all claims and/or insurance proceeds arising out of the loss, nonconformity or any interference with the use of, or any defect or infringement of rights in, or damage to, any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from, and all distributions on and rights arising out of, any of the foregoing;

provided that, notwithstanding the foregoing, the “ Collateral ” described in this Section 3 shall not include Excluded Assets.

     4.  Grant of Security Interest by FABS Grantors . As security for the prompt payment in full in cash and performance of all Obligations, each of the FABS Grantors hereby pledges to the First Priority Collateral Agent for the benefit of the Lender Parties, and hereby grants a continuing security interest to the First Priority Collateral Agent for the benefit of the Lender Parties in all of each such FABS Grantor’s right, title and interest, in, to, and under, whether now or hereafter existing, owned or acquired and wherever located and howsoever created, arising or evidenced, all of the following:

     (a) all Financial Assets, including without limitation all Financial Asset-Backed Securities;

     (b) all Deposit Accounts and Securities Accounts in which any Financial Assets are carried or credited, and all Investment Property (including all Security Entitlements), Instruments, Money, and other Property on deposit or carried therein or credited thereto, and all permitted investments acquired with funds on deposit in or carried in or credited thereto, and in any event the Securities Accounts identified opposite such FABS Grantor’s name on Schedule X hereto;

     (c) all agreements, contracts, documents and instruments evidencing, arising from, relating to or other otherwise delivered pursuant to or in connection with Financial Assets;

     (d) all cash and funds delivered to FABS Grantor (or its bailee or agent) in respect of such Financial Assets and any collateral securing the same; and

     (e) to the extent not included in the foregoing, all Accounts, Chattel Paper, Deposit Accounts, Documents, General Intangibles, Payment Intangibles, Instruments, Investment Property, Letter-of-Credit Rights, Letters of Credit, Supporting Obligations, and Money, consisting of, arising from, or relating to or delivered pursuant to, any of the foregoing;

together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, all claims and/or insurance proceeds arising out of the loss, nonconformity or any interference with the use of, or any defect or infringement of rights in, or damage to, any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from, and all distributions on and rights arising out of, any of the foregoing;

provided that, notwithstanding the foregoing, the “ Collateral ” described in this Section 4 shall not include Excluded Assets.

     5.  Grant of Security Interest by Additional Account Parties . As security for the prompt payment in full in cash and performance of all Obligations, each of the Additional Account Parties hereby pledges to the First Priority Collateral Agent for the benefit of the Lender Parties, and hereby grants a continuing security interest to the First Priority Collateral Agent for the benefit of the Lender Parties in all of each such Additional Account Party’s right, title and interest, in, to, and

under, whether now or hereafter existing, owned or acquired and wherever located and howsoever created, arising or evidenced, all of the following:

     (a) all Deposit Accounts identified opposite such Additional Account Party’s name on Schedule X hereto and any Property deposited or carried therein or credit thereto and any replacement account therefor; and

     (b) all Proceeds, products, offspring, rents, issues, profits and returns of and from, and all distributions on and rights arising out of, any of the foregoing;

provided that, notwithstanding the foregoing, the “ Collateral ” described in this Section 5 shall not include Excluded Assets.

     6.  Representations and Warranties .

     (a) Each Grantor represents and warrants that:

     (i) no financing statement (other than any which may have been filed on behalf of the First Priority Collateral Agent or in connection with Liens expressly permitted by the Loan Agreement (“ Permitted Liens ”)) covering any of the Collateral is on file in any public office, except those financing statements identified on Schedule VI(a) hereto;

     (ii) such Grantor is and will be the lawful owner of all Collateral, free of all Liens and claims whatsoever, other than the security interest hereunder and Permitted Liens, except those Liens and claims identified on Schedule VI(a) hereto, with full power and authority to execute and deliver this Agreement and perform such Grantor’s obligations hereunder, and to subject the Collateral to the security interest hereunder and (ii) none of the Collateral of such Grantor that constitutes Collateral is subject to any Liens other than Permitted Liens;

     (iii) all information with respect to the Collateral and Account Debtors set forth in any schedule, certificate or other writing at any time heretofore or hereafter furnished by such Grantor to the First Priority Collateral Agent or any Lender Party is and will be true and correct in all material respects as of the date specified therein (or, if no date is so specified, as of the date furnished);

     (iv) such Grantor’s true legal name as registered in the jurisdiction in which such Grantor is organized or incorporated, jurisdiction of organization or incorporation, federal employer identification number, organizational identification number, if any, as designated by the state of its organization, formation or incorporation, chief executive office and principal place of business are as set forth on Schedule I hereto (and such Grantor has not maintained its chief executive office and principal place of business at any other location at any time after January 1, 2003 except as otherwise disclosed in writing to the First Priority Collateral Agent and Lender Agent);

     (v) each other location where such Grantor maintains a place of business is set forth on Schedule II hereto or as otherwise disclosed in writing to the First Priority Collateral Agent and Lender Agent;

     (vi) except as disclosed on Schedule III hereto, such Grantor is not now known and during the five years preceding the date hereof has not previously been known by any trade name;

     (vii) except as disclosed on Schedule III hereto, during the five years preceding the date hereof such Grantor has not been known by any legal name different from the one set forth on the signature page of this Agreement nor has such Grantor been the subject of any merger or other corporate reorganization;

     (viii) Schedule IV hereto contains a complete listing of all of such Grantor’s material Intellectual Property which is subject to a registration;

     (ix) Schedule V hereto contains a complete listing of all of such Grantor’s Commercial Tort Claims in excess of $10,000,000 in value;

     (x) Schedule VII hereto identifies all direct Subsidiaries of each Borrower, Guarantor and Equity Pledgor;

     (xi) Schedule IX hereto lists all Bailment Collateral the Grantor is required to deliver to the First Priority Collateral Agent and Lender Agent as of the Closing Date, such Schedule IX to be updated at any time additional Bailment Collateral may be so delivered;

     (xii) such Grantor is a corporation, limited partnership or limited liability company as specified in Schedule I hereto and is duly organized, validly existing and in good standing under the laws of the state of its incorporation, formation or organization;

     (xiii) the execution and delivery of this Agreement, the grant of the security interest, proxy and other rights granted herein and the performance by such Grantor of its obligations hereunder are within such Grantor’s corporate, partnership or limited liability company powers, have been duly authorized by all necessary corporate, partnership or limited liability company action, have received all necessary governmental approvals (if any shall be required), and do not and will not contravene or conflict with any provision of law or of the charter or by-laws or other organizational documents of such Grantor or any judgment, order or decree, which is binding upon such Grantor and will not cause a breach, default or event of default under of any agreement, indenture, instrument or other document to which such Grantor is a party;

     (xiv) this Agreement is a legal, valid and binding obligation of such Grantor, enforceable in accordance with its terms, except that the enforceability of this Agreement may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);

     (xv) such Grantor has not performed any act which might prevent the First Priority Collateral Agent from enforcing any of the terms of this Agreement or which could limit the First Priority Collateral Agent in any such enforcement;

     (xvi) no Collateral is in the possession of any Person (other than such Grantor or a custodian, securities intermediary or account bank appointed by such Grantor) asserting any claim thereto or security interest therein (other than Permitted Liens), except that the First Priority Collateral Agent or its designee or agents may have possession of Collateral as contemplated pursuant to the Facility Documents;

     (xvii) this Agreement creates a valid security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect and protect such security interest have been duly taken and such security interest shall be a first priority security interest as to all Collateral (except for Permitted Liens and except, as to priority, to the Liens evidenced by the financial statements specified in Schedule VI(a) ).

     (xviii) in the case of any Pledged Shares constituting Collateral, all of such Pledged Shares are duly authorized and validly issued, fully paid, and non-assessable, and constitute all of the issued and outstanding shares of capital stock of each Pledged Share Issuer owned by the Pledgor set forth across from the name of such Pledged Share Issuer on Attachment I hereto, except as otherwise set forth thereon;

     (xix) in the case of each Pledged Note and the Pledged Note Liens, all of such Pledged Notes and Pledged Note Liens, if any, have been duly authorized, executed, endorsed, issued and delivered, and are the legal, valid and binding obligation of the issuers thereof, and are not in default; and

     (xx) in the case of any Pledged Interests constituting Collateral, such Pledged Interests constitute one hundred percent (100%) of the Pledgor’s interest in the Pledged Interest Issuer (other than Excluded Assets) and the percentage of the total membership, partnership or other equity interests in the Pledged Interest Issuer indicated on Attachment I , except as otherwise set forth thereon. The Pledged Interests indicated on Attachment I are duly registered in the permanent ownership records of the respective Pledged Interests Issuer, and such registration is maintained in the principal office of such issuer. Such registration continues valid and genuine and has not been altered. All Pledged Interests have been duly authorized and validly issued, are fully paid and non-assessable, and were not issued in violation of the preemptive rights, if any, of any Person or of any agreement by which any Pledgor is bound. All documentary, stamp or other taxes or fees owing in connection with the registration, issuance, transfer or pledge of Collateral have been paid. No restrictions or conditions exist with respect to the registration, transfer, voting or pledge of any Pledged Interests (other than usual or customary securities laws or ERISA restrictions). All requisite formalities for the granting of a security interest in the Pledged Interests required pursuant to the organizational documents of the Pledgors or the Pledged Interest Issuer have been complied with on or prior to the execution and delivery of this Agreement. Each Pledgor represents that, as of the date hereof, none of the Pledged Interests is dealt with or traded on any securities exchange or in any securities market.

     (b) RFC represents and warrants, with respect to the UK Pledged Shares, that:

     (i) it is the sole legal and beneficial owner of the UK Pledged Shares free from all Liens other than Permitted Liens;

     (ii) the UK Pledged Shares are fully paid;

     (iii) there are no moneys or liabilities outstanding or payable in respect of the UK Pledged Shares or any of them;

     (iv) it is lawfully entitled to create the security over the UK Pledged Shares constituted by this Agreement in favor of the First Priority Collateral Agent;

     (v) together the UK Pledged Shares constitute 65% of the issued share capital of each Company; and

     (vi) the UK Pledged Shares are fully transferable to the First Priority Collateral Agent (or any other person as the First Priority Collateral Agent shall direct) without restriction and in particular in respect of any pre-emption rights or restrictions in the articles of association of any UK Pledged Shares Company all appropriate waivers have been obtained in respect of them from all other shareholders of that UK Pledged Shares Company, which are unconditional, irrevocable and legally binding and enforceable.

     7.  Grantor Remains Liable; Nature of Security Interest; Subrogation, etc .

     (a) Anything herein to the contrary notwithstanding, (i) each Grantor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein, and will perform all of its duties and obligations under such contracts and agreements to the same extent as if this Agreement had not been executed, (ii) the exercise by the First Priority Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under any such contracts or agreements included in the Collateral, and (iii) neither the First Priority Collateral Agent nor any other Lender Party shall have any obligation or liability under any contracts or agreements included in the Collateral by reason of this Agreement, nor shall the First Priority Collateral Agent nor any Lender Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

     (b) This Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until all Obligations have been paid in full in cash and all Commitments have terminated. All rights of the Lender Parties and the security interests granted to the First Priority Collateral Agent (for its benefit and the benefit of each other Lender Party) hereunder, and all obligations of the Grantors hereunder, shall, in each case, be absolute, unconditional and irrevocable irrespective of (i) any lack of validity, legality or enforceability of any Facility Document, (ii) the failure of any Lender Party (A) to assert any claim or demand or to enforce any right or remedy against any Grantor or any other Person under the provisions of any Facility Document or otherwise, or (B) to exercise any right or remedy against any other guarantor of, or collateral securing, any Obligations, (iii) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations, (iv) any reduction, limitation, impairment or termination of any Obligations (except until all Obligations have been paid in full in cash and all Commitments have terminated) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives

any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise, (v) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Facility Document, (vi) any addition, exchange or release of any Collateral of the Obligations, or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by any Lender Party securing any of the Obligations, or (vii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor or any other Grantor, any surety or any guarantor.

     (c) Until one year and one day after all Obligations have been paid in full in cash and all Commitments have terminated, each Grantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against any Borrower, any other Grantor or any other Grantor that arise from the existence, payment, performance or enforcement of such Grantor’s obligations under this Agreement or any other Facility Document, including any right of subrogation, reimbursement, exoneration or indemnification, any right to participate in any claim or remedy of any Lender Party against any Borrower, any other Grantor or any other Grantor or any Collateral which any Lender Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including the right to take or receive from any Borrower, any Grantor or any other Grantor, directly or indirectly, in cash or other property or by set-off or in any manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Grantor in violation of the preceding sentence and the Obligations shall not have been indefeasibly paid in full in cash or all Commitments have not been terminated, then such amount shall be deemed to have been paid to such Grantor for the benefit of, and held in trust for, the First Priority Collateral Agent (on behalf of the Lender Parties), and shall forthwith be paid to the First Priority Collateral Agent to be credited and applied upon the Obligations, whether matured or unmatured. Each Grantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Loan Agreement and that the waiver set forth in this Section 7(c) is knowingly made in contemplation of such benefits.

     (d) Except as otherwise provided in the Loan Agreement, if any Lender Party may, under applicable Requirements of Law, proceed to realize its benefits under this Agreement or the other Facility Documents giving any Lender Party a lien upon any Collateral, either by judicial foreclosure or by non-judicial sale or enforcement, such Lender Party may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Agreement. If, in the exercise of any of its rights and remedies, any Lender Party shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Grantor or any other Grantor or any other Person, whether because of any applicable Requirements of Law pertaining to “election of remedies” or the like, each Grantor hereby consents to such action by such Lender Party and waives any claim based upon such action, even if such action by such Lender Party shall result in a full or partial loss of any rights of subrogation that such Grantor might otherwise have had but for such action by such Lender Party.

     8.  Collections, etc . Until such time during the existence of an Event of Default as the First Priority Collateral Agent shall notify such Grantor of the revocation of such power and authority, each Grantor (a) will, at its own expense, endeavor to collect, as and when due, all

amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the First Priority Collateral Agent may reasonably request or, in the absence of such request, as such Grantor may deem advisable; and (b) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. The First Priority Collateral Agent, however, may, at any time that an Event of Default has occurred and is continuing, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, notify any party obligated on any of the Non-Tangible Collateral to make payment or otherwise render performance to or for the benefit of the First Priority Collateral Agent and enforce, by suit or otherwise the obligations of any such party obligated on any Non-Tangible Collateral. In connection therewith, the First Priority Collateral Agent may surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the First Priority Collateral Agent following the occurrence and during the continuation of an Event of Default, each Grantor will, at its own expense, notify any party obligated on any of the Non-Tangible Collateral to make payment to the First Priority Collateral Agent of any amounts due or to become due thereunder.

     9.  Release . Collateral shall from time to time be released from the security interest created by this Agreement pursuant to and in accordance with the provisions of the Loan Agreement. Upon any such release, the Lender Agent will, at the Grantors’ joint and several expense, cause the First Priority Collateral Agent to deliver to the relevant Grantor, without any representations, warranties or recourse of any kind whatsoever, such released Collateral held by the First Priority Collateral Agent or Collateral Control Agent hereunder, and execute and deliver to the Grantor such documents as such Grantor shall reasonably request to evidence such release.

     10.  Agreements of the Grantors . (a) Each Grantor:

     (i) will execute such financing statements (or any equivalent filings in the United Kingdom and the Netherlands) and other documents (and pay the cost of filing or recording the same in all public offices reasonably determined to be appropriate by the First Priority Collateral Agent or the Lender Agent) and do such other acts and things (including, without limitation, delivery to the First Priority Collateral Agent of any Instruments and Certificated Securities which constitute Collateral), all as the First Priority Collateral Agent or the Lender Agent may from time to time reasonably request, to establish and maintain a valid perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Obligations (and each Grantor authorizes the First Priority Collateral Agent and the Lender Agent to file, without limitation, any financing statement (or any equivalent filings in the United Kingdom and the Netherlands) that (i) indicates the Collateral (x) as “all property” or “all assets” of such Grantor or words of similar effect, regardless of whether any particular asset in the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement is filed, or (y) as being of an equal or lesser scope or with greater detail, and (ii) contains any other information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement is filed regarding the sufficiency or filing office acceptance of any financing statement (or any equivalent filings

in the United Kingdom and the Netherlands), including (x) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (y) in the case of a financing statement (or any equivalent filings in the United Kingdom and the Netherlands) filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates;

     (ii) will keep all its records regarding Collateral at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which such Grantor shall have given the First Priority Collateral Agent and the Lender Agent not less than 30 days’ prior written notice;

     (iii) will not change its state of organization or incorporation and will not change its name, identity or corporate structure or its organizational identification number for the state of its incorporation, formation or organization, in each case such that any financing statement filed to perfect the First Priority Collateral Agent’s interests under this Agreement would become seriously misleading, unless such Grantor shall have given the First Priority Collateral Agent and the Lender Agent not less than 30 days’ prior notice of such change ( provided that this Section 10(a)(iii) shall not be deemed authorize any change or transaction prohibited under the Loan Agreement) and shall have taken or will timely take all action necessary to maintain continued perfection and priority of the security interest created hereunder following such change;

     (iv) to the extent practicable, will keep its records concerning the Collateral in such a manner as will enable the First Priority Collateral Agent or its designees to determine at any time the status of the Collateral;

     (v) to the extent practicable, will furnish the First Priority Collateral Agent such information as is available to such Grantor concerning such Grantor, the Collateral and the Account Debtors as the First Priority Collateral Agent may from time to time reasonably request;

     (vi) will permit the First Priority Collateral Agent, the Lender Agent and their designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice if a Default has occurred and is continuing) to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Grantor pertaining to the Collateral and the Account Debtors, and will, upon request of the First Priority Collateral Agent during the existence of a Default and to the extent practicable, deliver to the First Priority Collateral Agent all of such records and papers;

     (vii) will not sell, lease or assign any Collateral except as permitted by the Facility Documents or create or permit to exist any Lien on any Collateral other than Permitted Liens;

     (viii) without limiting the provisions of Section 7.01(j) of the Loan Agreement, will at all times keep all of its Inventory and other Goods insured under policies maintained

with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the First Priority Collateral Agent as its interest may appear (it being understood that (A) so long as no Default shall be continuing, the First Priority Collateral Agent shall deliver any proceeds of such insurance which may be received by it to such Grantor and (B) upon the occurrence and during the continuance of a Default shall be continuing, the Lender Agent may direct (in writing) the First Priority Collateral Agent to apply any proceeds of such insurance which may be received by it toward payment of the Obligations, whether or not due, in such order of application as the Lender Agent may determine) and such policies or certificates thereof shall, if the First Priority Collateral Agent so requests, be deposited with or furnished to the First Priority Collateral Agent;

     (ix) will keep all of the Collateral granted by such Grantor, Deposit Accounts and Investment Property in the United States or at such other locations outside of the United States as may be specified in writing to the Lender Agent;

     (x) will promptly notify the Lender Parties in writing upon incurring or otherwise obtaining a Commercial Tort Claim which is claiming damages in excess of $10,000,000 (or any lesser amount specified in writing by the Lender Agent or the First Priority Collateral Agent, if a Default has occurred and is continuing) after the date hereof against any third party, and concurrently with deliver to the Lender Agent, in form and substance satisfactory to the Lender Agent, a supplement to Schedule V sufficiently identifying such Commercial Tort Claim for purposes of Section 9-108 of the UCC;

     (xi) will promptly notify the Lender Parties in writing upon becoming the beneficiary under any letter of credit in excess of $10,000,000 (or any lesser amount specified in writing by the Lender Agent or the First Priority Collateral Agent, if a Default has occurred and is continuing) and, at the request of the First Priority Collateral Agent, pursuant to an agreement in form and substance satisfactory to the First Priority Collateral Agent, either (A) arrange for the issuer and any confirmer or other nominated person of such letter of credit to consent to an assignment to the First Priority Collateral Agent of such letter of credit or (B) arrange for the First Priority Collateral Agent to become the transferee beneficiary of such letter of credit;

     (xii) will promptly notify the Lender Parties in writing if such Grantor holds or acquires an interest in any Electronic Chattel Paper and, at the request of the First Priority Collateral Agent, take such action as the First Priority Collateral Agent or the Lender Agent may reasonably request to vest control, under Section 9-105 of the UCC, of such Electronic Chattel Paper in the First Priority Collateral Agent or the Collateral Control Agent;

     (xiii) if any Grantor (i) obtains any rights to any additional Intellectual Property constituting Collateral which is registered with the United States Copyright Office or the United States Patent & Trademark Office or (ii) becomes entitled to the benefit of any additional Intellectual Property constituting Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property constituting Collateral which is registered with the United States Copyright Office

or the United States Patent & Trademark Office, or any improvement on any Intellectual Property constituting Collateral which is registered with the United States Copyright Office or the United States Patent & Trademark Office, such Grantor will notify the First Priority Collateral Agent in writing and use commercially reasonable efforts to cause a short form security agreement in favor of the First Priority Collateral Agent to be filed in the United States Copyright Office or the Unites States Patent & Trademark Office, as the case may be, with respect to such Intellectual Property; provided that this covenant shall not apply to “off-the-shelf” license rights of any Grantor in any Intellectual Property or any other license rights that are not material to such Grantor;

     (xiv) acknowledges and agrees that it is not authorized to file any financing statement in favor of the First Priority Collateral Agent without the prior written consent of the First Priority Collateral Agent and that it will not do so without the prior written consent of the First Priority Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC;

     (xv) agrees that no Grantor will take any action to grant or perfect a Lien in favor of the Second Priority Collateral Agent (as defined in the Intercreditor Agreement) or Third Priority Collateral Agent (as defined in the Intercreditor Agreement) in any asset without first taking such action in favor of the First Priority Collateral Agent or Collateral Control Agent as directed by the Lender Agent;

     (xvi) will facilitate the realization of the Collateral and the exercise of all powers, authorities and discretions vested by this Agreement in the First Priority Collateral Agent; and

     (xvii) shall in particular promptly execute all transfers, conveyances, assignments, assurances which the First Priority Collateral Agent may reasonably request in order to preserve or protect its interest in the Collateral.

Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne jointly and severally by the Grantors. Upon the occurrence and during the continuation of an Event of Default, the First Priority Collateral Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the applicable Grantor shall at the request of the First Priority Collateral Agent do any and all lawful acts and execute any and all proper documents reasonably requested by the First Priority Collateral Agent or the Lender Agent in aid of such enforcement and such Grantor shall promptly, upon demand, reimburse and indemnify the First Priority Collateral Agent and Lender Agent for all costs and expenses incurred by either of them in the exercise of their rights under this Section 10 . Notwithstanding the foregoing, the First Priority Collateral Agent shall have no obligation or liability regarding the Collateral or any proceeds thereof by reason of, or arising out of, this Agreement.

     (b) Each of RFC and RFC Holding (i) shall execute a written declaration as referred to in clause 19.12 of the articles of association ( statuten ) of GMAC RFC International Holdings Coöperatief U.A pursuant to which it terminates its membership ( lidmaatschap ) of GMAC RFC International Holdings Coöperatief U.A., subject to the occurrence of an Event of Default or the delivery of a notice in accordance with Section 8.02 (Remedies) of the Loan Agreement and (ii)

shall not revoke such written declaration or otherwise take any action that results in such written declaration being nullified or declared null and void.

     (c) ResCap acknowledges and agrees that (a) it shall (1) not waive any rights under nor amend, novate, repudiate, rescind or otherwise terminate or permit to be terminated any Assigned Document without the prior written consent of the First Priority Collateral Agent; (2) diligently pursue any remedies available to it for any breach of, or in respect of any claim in relation to, any Assigned Document; (3) deposit the UK Note and any UK Note Related Security issued in relation to a UK Note pursuant to Clause 8.2 (New Note Certificate) of the Note Issuance Facility Deed with the First Priority Collateral Agent or the Collateral Control Agent and (4) procure that the UK SPE complies with its obligations under Clause 8.2 (New Note Certificate) of the Note Issuance Facility Deed, including, without limitation, granting a power of attorney in favor of the First Priority Collateral Agent or the Collateral Control Agent in a form set out in Schedule 9 to the Note Issuance Facility Deed; and (b) all payments received by it in connection with the UK Note, including the proceeds of any redemption of the UK Note whether as a result of a disposal of any assets or otherwise, shall be deposited into an account specified by the First Priority Collateral Agent from time to time in accordance with Section 4.02 of the Loan Agreement.

     11.  Agreement as to Investment Property; Voting .

     (a) All certificates or Instruments, if any, representing or evidencing any Primary Collateral, including any Pledged Property, shall be delivered to and held by or on behalf of (and, in the case of the Pledged Notes, endorsed to the order of) the Collateral Control Agent pursuant hereto, shall be in suitable form for transfer by delivery, and shall be accompanied by all necessary endorsements or instruments of transfer or assignment, duly executed in blank; provided that notes evidencing individual residential mortgage loans included in Primary Collateral need not be so delivered before September 15, 2008; and provided further that notes evidencing individual residential mortgage loans that are not included in Primary Collateral need not be so delivered.

     (b) To the extent any of its Primary Collateral constitutes a “certificated security” (as defined in Section 8-102(a)(4) of the UCC), each Grantor shall take such other actions as necessary to grant “control” (as defined in Section 8-106 of the UCC) to the First Priority Collateral Agent over such Collateral.

     (c) Not later than the Account Transfer Date, to the extent any of its Collateral constitutes an “uncertificated security” (as defined in Section 8-102(a)(18) of the UCC) with a Carrying Value of $10,000,000 or more, each Grantor shall take and cause the appropriate Person (including any issuer, entitlement holder or securities intermediary thereof) to take all actions necessary to grant “control” (as defined in Section 8-106 of the UCC) to the Collateral Control Agent over such Collateral including, without limitation, causing delivery of such Collateral or causing the issuer of such Collateral, as appropriate, to agree to comply with the instructions originated by the Collateral Control Agent without further consent by the registered owner thereof;

     (d) Not later than the Account Transfer Date, to the extent any of its Collateral constitutes a “security entitlement” or a “securities account” (as such terms are defined in Sections 8-102(a)(17) and 8-501(a), respectively, of the UCC), each Grantor shall take and cause the appropriate Person (including any securities intermediary thereof) to take all actions necessary to

grant “control” (as defined in Section 8-106 of the UCC) to the Collateral Control Agent over such Collateral including, without limitation, causing to be delivered to the Collateral Control Agent an agreement, in form and substance satisfactory to the Lender Agent, executed by the securities intermediary thereof whereby such securities intermediary agrees (i) that it will comply with entitlement orders originated by the Collateral Control Agent without further consent by such Grantor or any other Person with respect to all such Collateral (it being understood that such agreement may provide that at all times when such securities intermediary has not been notified by the Collateral Control Agent to the contrary, the securities intermediary may comply with entitlement orders of such Grantor), (ii) to subordinate any security interest it may have in and to all such Collateral to the security interest of the Collateral Control Agent therein, and (iii) that it will not agree with any Person other than the Collateral Control Agent in any manner that would grant such Person “control” over any such Collateral without the Lender Agent’s prior written consent.

     (e) Each Pledgor will, from time to time upon the request of the Collateral Control Agent or the First Priority Collateral Agent, promptly deliver to the Collateral Control Agent such stock powers, instruments, and similar documents, satisfactory in form and substance to the Lender Agent and the First Priority Collateral Agent, with respect to the Collateral as the Collateral Control Agent or the First Priority Collateral Agent may reasonably request and will, from time to time upon the request of the Collateral Control Agent or the First Priority Collateral Agent after the occurrence of any Default, promptly transfer any Pledged Shares, Pledged Interests or other shares of common stock, member interests or other ownership interests constituting Collateral into the name of any nominee designated by the Lender Agent.

     (f) Subject to clause (g) below , each Pledgor will, at all times, keep pledged to the First Priority Collateral Agent or Collateral Control Agent, as the case may be, pursuant to the Intercreditor Agreement, all Pledged Shares, Pledged Interests and all other shares of capital stock, member interests or other ownership interests constituting Collateral, and all securities, security entitlements and securities accounts constituting Collateral, Dividends and Distributions with respect thereto, all Pledged Notes, all interest, principal and other proceeds received by the First Priority Collateral Agent with respect to the Pledged Notes, all Pledged Note Liens and all other Collateral and other securities, instruments, security entitlements, financial assets, investment property, proceeds, and rights from time to time received by or distributable to a Pledgor in respect of any Collateral.

     (g) In the event that any Dividend or Distribution is to be paid on any Pledged Share or any Pledged Interest or any payment of principal or interest is to be made on any Pledged Note at a time when no Event of Default has occurred and is continuing, such Dividend, Distribution or payment may be paid directly to the relevant Grantor. If any Event of Default has occurred and is continuing, then any such Dividend, Distribution or payment shall be paid directly to the First Priority Collateral Agent in accordance with Section 11(h) .

     (h) Each Pledgor agrees:

     (i) following the occurrence and during the continuance of any Event of Default, promptly upon receipt thereof by any Pledgor and without any request therefor by the First Priority Collateral Agent, to deliver (properly endorsed where required hereby or requested by the First Priority Collateral Agent) to the First Priority Collateral Agent all Dividends,

Distributions, all interest, all principal, all other cash payments, and all proceeds of the Collateral, all of which shall be held by the First Priority Collateral Agent as additional Collateral for use in accordance with Section 12(f) ; and

     (ii) after any Event of Default shall have occurred and be continuing and the First Priority Collateral Agent has notified the relevant Pledgor of the First Priority Collateral Agent’s intention to exercise its voting power under this clause (ii) , (A) the First Priority Collateral Agent may exercise (to the exclusion of such Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares, Pledged Interests or other shares of capital stock, member interests or other ownership interests constituting Collateral and EACH PLEDGOR HEREBY GRANTS THE FIRST PRIORITY COLLATERAL AGENT AN IRREVOCABLE PROXY, EXERCISABLE UNDER SUCH CIRCUMSTANCES, TO VOTE THE PLEDGED SHARES, THE PLEDGED INTERESTS AND SUCH OTHER COLLATERAL, WITH SUCH PROXY TO REMAIN VALID UNTIL THE PAYMENT IN FULL IN CASH OF ALL OBLIGATIONS, THE TERMINATION OR EXPIRATION OF ALL COMMITMENTS; and (B) promptly to deliver to the First Priority Collateral Agent such additional proxies and other documents as may be necessary to allow the First Priority Collateral Agent to exercise such voting power;

     (i) All Dividends, Distributions, interest, principal, cash payments, and proceeds and all rights under the UK Note and the UK Note Related Security which may at any time and from time to time be held by a Pledgor but which such Pledgor is then obligated to deliver to the First Priority Collateral Agent, shall, until delivery to the First Priority Collateral Agent, be held by such Pledgor separate and apart from its other property in trust for the First Priority Collateral Agent. The First Priority Collateral Agent agrees that unless it has received written notice from the Lender Agent or any Lender that an Event of Default shall have occurred and be continuing and the First Priority Collateral Agent shall have given the notice referred to in Section 11(h)(ii) , such Pledgor shall have the exclusive voting power with respect to any shares of capital stock, member interests or other ownership interest (including any of the Pledged Shares, Pledged Interests or UK Pledged Shares) constituting Collateral and the First Priority Collateral Agent shall, upon the written request of such Pledgor, promptly deliver (at the Grantors’ joint and several expense) such proxies and other documents, if any, as shall be reasonably requested by such Pledgor which are necessary to allow such Pledgor to exercise voting power with respect to any such share of capital stock, member interests or other ownership interests (including any of the Pledged Shares, Pledged Interests or UK Pledged Shares) constituting Collateral; provided , however , that no vote shall be cast, or consent, waiver, or ratification given, or action taken by any Pledgor that could reasonably be expected to be adverse in any material respect to the interests of the First Priority Collateral Agent and the other Lender Parties or be inconsistent with or violate any provision of the Loan Agreement or any other Facility Document (including this Agreement).

     (j) No Pledgor will, without the prior written consent of the Lender Agent: (A) enter into any agreement amending, supplementing, or waiving in any material respect any provision of any Pledged Note, any Pledged Note Lien or any UK Pledg