LOAN AND SECURITY AGREEMENT

Exhibit 10.2

EXECUTION VERSION

LOAN AND SECURITY AGREEMENT

dated as of April 18, 2008

by and between

RESIDENTIAL FUNDING COMPANY, LLC,
as Borrower,

GMAC MORTGAGE, LLC
as Borrower,

and

GMAC LLC
as Lender

Table of Contents

     This LOAN AND SECURITY AGREEMENT (as amended or supplemented from time to time, this “ Agreement ”) dated as of April 18, 2008 is between 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 ”), and GMAC LLC, a Delaware limited liability company (the “ Lender ”).

BACKGROUND

          The Borrowers and the Lender have entered into this Agreement for the purpose of providing the Borrowers with revolving Loans which Loans are secured by the Eligible Servicing Rights and certain other Additional Collateral.

     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:

ARTICLE I

DEFINITIONS AND ACCOUNTING MATTERS

     Section 1.01 Definitions; Construction .

          (a) Capitalized terms used herein and not otherwise defined herein shall have the meanings specified in Schedule I .

          (b) All terms used in Article 9 of the UCC, and not specifically defined herein, are used herein as defined in such Article 9.

          (c) 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”.

          (d) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.

          (e) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

          (f) 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”.

          (g) Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document 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, (iv) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

     Section 1.02 Accounting Matters . Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lender hereunder shall be prepared in accordance with GAAP.

ARTICLE II

LOANS, BORROWING, PREPAYMENT

     Section 2.01 Loans . On the terms and subject to the conditions set forth in this Agreement, the Lender shall make loans (each, a “ Loan ”) to the Borrowers from time to time. The Lender shall distribute the proceeds of such Loan to the Borrowers no later than 1:00 p.m. (New York City time) on the related Funding Date in accordance with Section 2.03 .

     Section 2.02 Note

          (a) The Loans made by the Lender shall be evidenced by a promissory note executed by each Borrower substantially in the form of Exhibit 2.02(a) hereto (the “ Note ”), dated the date hereof, payable to the Lender in a principal amount equal to the amount of the Commitment Amount as originally in effect and otherwise duly completed.

          (b) The date, amount, and interest rate of each Loan made by the Lender to the Borrowers, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of the Note, noted by the Lender on the grid attached to the Note or any continuation thereof; provided , that failure of the Lender to make any such recordation or notation shall not effect the obligations of the Borrowers to make a payment when due of any amount hereunder or under the Note in respect of the Loans.

     Section 2.03 Borrower Funding Requests .

          (a) Initial Borrower Funding Request . No later than the second Business Day preceding the Initial Funding Date, the Borrowers will deliver to the Lender, in a format (including electronic transfer) acceptable to the Lender, the Initial Electronic File. The Borrowers will request the Lender to make a Loan on the Initial Funding Date by delivering to the Lender an irrevocable Initial Borrower Funding Request no later than 11:00 a.m. (New York City time) on the Initial Funding Date. The amount of the Loan requested pursuant to the Initial Borrower Funding Request shall be (i) not greater than the related Available Loan Amount, and (ii) not less than $100,000,000.

          (b) Subsequent Borrower Electronic Files and Funding Requests . On or prior to the first Business Day prior to any Funding Date (if the related Funding Date is after the Monthly Settlement Date) and in all events on the third Business Day of each calendar month, regardless of whether the Borrowers intend to deliver a Funding Notice during such calendar month, the Borrowers shall deliver to the Lender, a Subsequent Electronic File with respect to the Eligible Servicing Rights. After the Initial Funding Date, the Borrowers may request the Lender to make a Loan on the related Funding Date by delivering to the Lender an irrevocable Borrower Funding Request no later than 11:00 a.m. (New York City time) one Business Day prior to such Funding Date. The amount of any Loan requested pursuant to a Borrower Funding Request shall be not greater than the related Available Loan Amount.

          (c) By delivering a Borrower Funding Request, the Borrowers represent and warrant to the Lender that, after taking into account the amount of the requested Loan, all conditions precedent to such Loan specified in Section 5.02 have been satisfied.

     Section 2.04 Borrowing Base Reports .

          (a) On or prior to the Initial Funding Date, the Borrowers shall deliver to the Lender the Initial Borrowing Base Report and a Borrowing Base Certificate based on the information provided in the Initial Electronic File.

          (b) After the Initial Funding Date, the Borrowers shall deliver an updated Borrowing Base Report and Borrowing Base Certificate no less frequently than once per calendar month and no later than the seventh Business Day following delivery of each Subsequent Electronic File in accordance with Section 2.03 . Each Borrowing Base Report and each Borrowing Base Certificate delivered by the Borrowers shall be effective until such time as the Borrowers deliver a subsequent Borrowing Base Report and Borrowing Base Certificate. For purposes of preparing each Borrowing Base Report, the Borrower shall calculate the Collateral Value of the Eligible Servicing Rights and the Additional Collateral described in the Relevant Electronic File in accordance with the definition of Collateral Value provided in Schedule I .

     Section 2.05 Interest . Interest shall accrue on each Loan for each day during a related Interest Period at a per annum rate equal to the product of (x) the outstanding principal balance of such Loan on such day, multiplied by (y) the sum of (i) the applicable LIBOR Rate for such Interest Period and (ii) the Applicable Margin. Interest shall be payable in arrears with respect to each Interest Period through the final day of each Interest Period (regardless of whether such day is a Business Day), such amount to be payable on the first Business Day following the end of such Interest Period. The Lender shall determine the LIBOR Rate for each Loan prior to the beginning of each Interest Period, as set forth in the definition of “LIBOR Rate.” The Lender shall also calculate the amount of interest and, if applicable, any Breakage Costs or other amounts due to be paid by the Borrowers from time to time hereunder (including in connection with any prepayment or repayment of Loans permitted hereunder) and shall provide a written statement thereof to the Borrowers at least two Business Days prior to the due date of such payments (or the relevant repayment or prepayment after having received a notice thereof); provided , that failure to provide such statements on a timely basis shall not relieve the Borrowers of the obligation to pay any interest and principal due on the applicable payment date (based upon its good faith calculation of the amount due, such amount to be promptly reconciled after

receipt of a subsequent statement from the Lender) and other such amounts hereunder promptly upon receipt of such statement.

     Section 2.06 [Reserved] .

     Section 2.07 Alternate Rate of Interest . If prior to the commencement of any Interest Period, the Lender determines (which determination shall be conclusive absent manifest error) (a) that adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such Interest Period; or (b) that the LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to the Lender of making or maintaining its Loan; or (c) that it has become unlawful for it to honor its obligation to make or maintain Loans hereunder using the LIBOR Rate, or maintaining its Loans (or its Loan) included in such advance for such Interest Period, then the Lender shall give notice thereof to the Borrowers by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until the Lender notifies the Borrowers that the circumstances giving rise to such notice no longer exist, any Borrower Funding Request that requests the continuation of any Loan will be made, subject to the timely approval of the Borrowers after receipt of notice of such revised rate, at a rate per annum that the Lender determines in it reasonable discretion adequately reflects the cost to the Lender of making or maintaining the Loan for such Interest Period.

     Section 2.08 Mandatory Repayment of Loans .

          (a) The Borrowers shall repay the Outstanding Aggregate Loan Amount with respect to all Loans and all other amounts due under this Agreement in full on the Loan Repayment Date. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02 ).

          (b) If, on any Business Day (a “ Borrowing Base Shortfall Day ”), the Lender provides written notice to the Borrowers that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Borrowers pursuant to Section 2.04(b) that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) Borrowing Base and (ii) the Commitment Amount on such day (such circumstance, a “ Borrowing Base Deficiency ”), the Borrowers shall:

(A) within one (1) Business Day after the Borrowing Base Shortfall Day (i) repay outstanding Loans, and/or (ii) pledge additional Eligible Servicing Rights, and/or (iii) pledge Additional Collateral, in an amount equal to the lesser of (1) $50,000,000 and (2) the amount of the Borrowing Base Deficiency specified in the notice provided to the Borrowers by the Lender; and

(B) if the Borrowing Base Deficiency specified in such notice is in excess of $50,000,000, within three (3) Business Days after the Borrowing Base Shortfall Day, (i) prepay outstanding Loans, and/or (ii) pledge additional Eligible Servicing Rights, and/or (iii) pledge Additional Collateral, in an aggregate amount equal to the remaining Borrowing Base Deficiency; provided , that the amount required to be paid by the Borrowers pursuant to this clause (B) shall be reduced by an

increase in the Borrowing Base as reflected in any Borrowing Base Report delivered by the Borrowers to the Lender on or prior to such third Business Day over the Borrowing Base reflected in the Borrowing Base Report initially relied upon to determine such Borrowing Base Deficiency. The Borrowers shall deliver to the Lender such updated Borrowing Base Report promptly upon the Borrowers’ delivery to the Lender of evidence reasonably sufficient to support a conclusion that such previously delivered Borrowing Base Report does not accurately reflect the Collateral Value of the Eligible Servicing Rights and the Additional Collateral. If on any Business Day subsequent to a Borrowing Base Shortfall Day there shall be a Borrowing Base Deficiency in excess of the Borrowing Base Deficiency as of the original Borrowing Base Shortfall Day, the provisions of this Section 2.08(b) shall be applicable to such Borrowing Base Deficiency, but only to the extent of the excess of such Borrowing Base Deficiency on such subsequent Business Day over and above the Borrowing Base Deficiency as of the original Borrowing Base Shortfall Day.

          (c) The Borrowers shall deliver a Repayment Notice with respect to each repayment of outstanding Loan amounts made pursuant to Section 2.08(b) by 10:00 a.m. (New York time) on the first Business Day following the related Borrowing Base Shortfall Day.

          (d) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers shall not be required to pay any Breakage Costs incurred by the Lender in connection with a mandatory repayment pursuant to this Section 2.08 .

     Section 2.09 Optional Prepayment . The Borrowers may, at their option, prepay any Loan advanced hereunder in full or in part (as well as all interest accrued and unpaid thereon through the end of the related Interest Period) on the last Business Day of any Interest Period related thereto (each an “ Optional Prepayment Date ”); provided , that the Borrowers deliver a Prepayment Notice to the Lender, no later than 1:00 p.m. New York City time on a Business Day that is at least two (2) Business Days preceding the Optional Prepayment Date. Any partial prepayment shall be in a minimum principal amount of not less than $10,000,000 and in increments of $1,000,000. Any such prepayment shall be paid over to the Lender by the Borrowers by 1:00 p.m. (New York City time) on such Optional Prepayment Date, and shall be in amount equal to the sum of (i) the Loan amount being prepaid on the date of such prepayment, plus (ii) all accrued and unpaid interest on such Loan being prepaid as of the date of such prepayment, plus (iii) the allocable portion (determined by the Lender in its sole reasonable discretion) of all other amounts due from the Borrowers hereunder. The Borrowers may make a partial or full prepayment on any date other than an Optional Prepayment Date provided that the Borrowers make a timely delivery of a Prepayment Notice, and in addition to the amount required under items (i), (ii), and (iii) above, the Borrowers must pay, without duplication, (a) all Breakage Costs, if any, actually incurred by the Lender and resulting from such prepayment and (b) all interest on such Loan being prepaid through the end of the Interest Period following the prepayment. In the absence of a timely delivered Prepayment Notice, the Lender shall automatically and without further action by the Borrowers continue each Loan at the termination of each Interest Period for a successive Interest Period beginning on the day immediately following the final day of the immediately preceding Interest Period.

     Section 2.10 Reduction of Commitment Amount . The Borrowers may elect, by notice in writing to the Lender, to reduce the Commitment Amount to such lower amount as the Borrowers shall specify in such notice; provided, that such amount shall not be lower than the Outstanding Aggregate Loan Amount on the date such reduction is to take effect; Such reduction in the Commitment Amount shall take effect on and from the date specified in such notice (the “ Commitment Reduction Date ”, which definition shall include the date on which the Commitment Amount is reduced by the Lender pursuant to this Section 2.10), which date shall be no earlier than three (3) Business Days from the date of actual receipt of such notice by the Lender.

     Section 2.11 [Reserved]

     Section 2.12 [Reserved]

ARTICLE III

PAYMENTS; COMPUTATIONS; TAXES; FEES

     Section 3.01 Payments and Computations, Etc.

          (a) Unless otherwise expressly stated herein, all amounts to be paid or deposited hereunder shall be paid or deposited in accordance with the terms hereof no later than 1:00 p.m. (New York time) on the day when due in lawful money of the United States of America in same day funds.

          (b) The Borrowers shall, to the extent permitted by law, pay interest on all amounts (including principal, interest and fees) due but not paid on the date such payment is due hereunder as provided herein, for the period from, and including, such due date until, but excluding, the date paid, at the applicable Default Rate, payable on demand; provided , however that such interest rate shall not at any time exceed the maximum rate permitted by applicable law.

          (c) All computations of interest and fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which payable.

          (d) Each Borrower agrees that the principal of and interest on the Loans shall be recourse obligations of such Borrower.

          (e) All payments made by the Borrowers under this Agreement shall be made without set-off or counterclaim.

     Section 3.02 Taxes . All payments by the Borrowers of principal of, and interest on, the Loans and all other amounts payable hereunder (including fees) shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, levies, imports, deductions, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding, (i) taxes imposed on or measured by the overall net income, overall receipts or overall assets of the Lender and (ii) franchise taxes imposed on the Lender by the United States of America or the jurisdiction of the Lender, as the

case may be, in which it is organized or is operating or is otherwise subject to tax as a result of any connection unrelated to this Agreement or any political subdivision thereof, or any political subdivision thereof. The Lender shall, prior to the initial due date of any payments made to the Lender hereunder, execute and deliver to the Borrowers a duly completed U.S. Internal Revenue Service Form W-9 or successor applicable or required forms and such other forms and information as may be required to confirm the availability of any applicable exemption from United States federal, state or local withholding taxes.

     Section 3.03 Fees and Expenses

          (a) The Borrowers agree to pay to the Lender all costs and expenses (including reasonable fees and expenses of Lender’s counsel) incurred in connection with the execution of this Agreement (and any amendments thereto) and the Facility Documents.

ARTICLE IV

SECURITY INTEREST

     Section 4.01 Security Interest . As security for the prompt payment and performance of all of its obligations hereunder, under the Note and under the other Facility Documents (collectively, the “ Secured Obligations ”), each Borrower hereby assigns and pledges to the Lender, and grants a security interest to the Lender, all of such Borrower’s right, title and interest, in, to, and under, whether now owned or hereafter acquired, in all of the following, whether now or hereafter existing and wherever located: (i) the Servicing Rights whether or not yet accrued, earned, due or payable as well as all other present and future rights and interests of such Borrower in such Servicing Rights, (ii) the Collection Accounts, (iii) the Servicing Contracts and all rights and claims thereunder, (iv) all books and records, including computer disks and other records, related to the foregoing (but excluding computer programs), (v) any Additional Collateral pledged from time to time pursuant to Section 2.08(b) , and (vi) all monies due or to become due with respect to the foregoing and all proceeds of the foregoing, but with respect to (i)-(v) above specifically excluding the Excluded Collateral (collectively, the “ Collateral ”).

     Section 4.02 Servicing Contracts . The Borrowers may, from time to time, at any time, amend, modify or replace Schedule II hereto with the prior written consent of the Lender, which consent shall not be unreasonably withheld.

     Section 4.03 Authorization of Financing Statements . To the extent permitted by applicable law, each Borrower hereby authorizes the Lender to file any financing or continuation statements required to perfect, protect, or more fully evidence the Lender’s security interest in the Collateral granted hereunder. The Lender will notify the Borrower of any such filing (but the failure to deliver such notice shall not prejudice any rights of the Lender under this Section 4.03 ).

     Section 4.04 Lender’s Appointment as Attorney In Fact .

          (a) Each Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Borrower and in the name of such Borrower or in its own name, from time to time in the Lender’s discretion, if an

Event of Default, shall have occurred and be continuing, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement to the extent such actions are permitted to be taken by the Lender under the Servicing Contracts, and, without limiting the generality of the foregoing, each Borrower hereby gives the Lender the power and right, on behalf of such Borrower, without assent by, but with notice to, such Borrower, if an Event of Default shall have occurred and be continuing, to do the following (subject to limitations contained in the Servicing Contracts):

               (i) in the name of such Borrower or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any mortgage insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Lender for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Collateral whenever payable;

               (ii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) above and, in connection therewith, to give such discharges or releases as the Lender may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s option and the Borrowers’ expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as such Borrower might do; and

               (iii) perform or cause to be performed, such Borrower’s obligations under any Servicing Contract to the extent permitted by the related Servicing Contracts.

Each Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. The power of attorney is a power coupled with an interest and shall be irrevocable.

          (b) Each Borrower also authorizes the Lender, at any time and from time to time, to execute, in connection with the sale provided for in Section 8.02(c) hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; provided that the exercise of such powers are in accordance with the Servicing Contracts.

          (c) The powers conferred on the Lender are solely to protect the Lender’s interest in the Collateral and shall not impose any duty upon the Lender to exercise any such powers. The Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Lender nor any of its officers, directors, or employees shall be responsible to either Borrower for any act or failure to act hereunder, except for its own negligence or willful misconduct; provided that the Lender shall exercise such powers only in accordance with the Servicing Contracts.

     Section 4.05 [Reserved] .

     Section 4.06 [Reserved] .

     Section 4.07 [Reserved] .

     Section 4.08 [Reserved] .

     Section 4.09 Release of Security Interest . Upon termination of this Agreement and repayment to the Lender of all Obligations and the performance of all obligations under the Facility Documents, the Lender shall release its security interest in any remaining Collateral; provided that if any payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of either Borrower, or upon or as a result of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for either Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made.

ARTICLE V

CONDITIONS PRECEDENT

     Section 5.01 Conditions Precedent . The effectiveness of this Agreement is subject to the condition precedent that the Lender shall have received each of the items set forth in Schedule 5.01 (unless otherwise indicated) dated such date, and in such form and substance, as is satisfactory to the Lender.

     Section 5.02 Further Conditions Precedent . The funding of each Loan hereunder, and the automatic continuation of each Loan after the termination of the immediately preceding Interest Period related to any Loan, shall in all events be subject to satisfaction of the further conditions precedent set forth in Schedule 5.02 as of the making of such Loan; provided , that with respect to the automatic continuation of each Loan after the termination of the immediately preceding Interest Period related to any Loan in accordance with Section 2.09 of this Agreement, only the conditions precedent set forth in paragraphs (b) through (f) inclusive of Schedule 5.02 shall be required to be satisfied.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

     Section 6.01 Representations and Warranties of the Borrowers . Each Borrower represents and warrants to the Lender that throughout the term of this Agreement:

          (a) Organization and Good Standing . It has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite corporate power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and had at all relevant times, and it now has, all necessary power, authority and legal right to own the Collateral.

          (b) Due Qualification . It is duly qualified to do business, and has obtained all necessary material licenses and approvals, in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, licenses or approvals.

          (c) Power and Authority; Due Authorization . It (i) has all necessary power and authority and legal right to (A) execute and deliver each of the Facility Documents to be executed and delivered by it in connection herewith, (B) carry out the terms of the Facility Documents to which it is a party, and (C) borrow the Loans and grant a security interest in the Collateral on the terms and conditions herein provided, and (ii) has taken all necessary corporate action to duly authorize (A) such borrowing and grant and (B) the execution, delivery, and performance of this Agreement and all of the Facility Documents to which it is a party.

          (d) Binding Obligations . Each Facility Document to which it is a party, when duly executed and delivered by it will constitute, its legal, valid and binding obligations enforceable against it in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

          (e) No Violation . Except for those consents required in connection with the Lender exercising its rights under Section 8.02 hereof, neither the execution and delivery of the Facility Documents to nor the consummation of the transactions contemplated hereby and thereby will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under its organizational documents, or any material indenture, loan agreement, mortgage, deed of trust, or other material agreement or instrument to which it is a party or by which it is otherwise bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, loan agreement, mortgage, deed of trust, or other agreement or instrument, other than this Agreement, or violate any Legal Requirement applicable to it of any Governmental Authority having jurisdiction over it or any of its properties if such violation, individually, or in the aggregate, is reasonably likely to have a Material Adverse Effect.

          (f) No Proceedings . There are no proceedings or investigations pending, or to the best of its knowledge threatened in writing, against it before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (i) asserting the invalidity of any Facility Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by any Facility Document, or (iii) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.

          (g) Government and Investor Approvals . No authorization, consent, approval, or other action by, and no notice to or filing with, any court, governmental authority or regulatory body or other Person domestic or foreign is required for its due execution, delivery or performance of any Facility Document to which it is a party except for (i) consents that have been obtained in connection with transactions contemplated by the Facility Documents, (ii) filings to perfect the security interest created by this Agreement, (iii) consents and approvals that may be required by any Investor from time to time after the Closing Date, and (iv) authorizations, consents, approvals, filings, notices, or other actions the failure to make could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

          (h) Solvent: Fraudulent Conveyance . It is solvent and will not be rendered insolvent by any Loan and, after giving effect to such Loan, it will not be left with an unreasonably small amount of capital with which to engage in its business. It does not intend to incur, nor believes that it has incurred, debts beyond its ability to pay such debts as they mature. It is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of it or any of their assets. The amount of consideration being received by it upon the pledge of the Collateral to Lender constitutes reasonably equivalent value and fair consideration for such Collateral. It is not pledging any Collateral with any intent to hinder, delay, or defraud any of its creditors.

          (i) Margin Regulations . Margin Stock (as defined in the regulations of the Board), constitutes less than 25% of the value of those assets of it that are subject to any limitation on sale, pledge, or other restriction hereunder.

          (j) Accurate Reports . No written information, exhibit, financial statement, document, book, record, or report furnished or to be furnished by it to the Lender in connection with this Agreement was inaccurate in any material respect as of the date it was dated or (except as otherwise disclosed in writing to the Lender at such time) as of the date so furnished, or contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

          (k) No Default . No Default has occurred and is continuing.

          (l) Investment Company Act . Neither it nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company” as defined in, or subject to regulation under, the Investment Company Act.

          (m) Taxes . It has filed all material United States federal tax returns and all other material returns that are required to be filed, and have paid all material taxes due pursuant to said returns or pursuant to any assessment received by it, except such taxes, if any, as are being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP.

          (n) [Reserved] .

          (o) Financial Statements . its audited consolidated financial statements dated as of December 31, 2007 comprised of the consolidated statements of income or operations, balance sheet and cash flows for the preceding 12 month period were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject to ordinary, good faith year end audit adjustments; and fairly present its financial condition, as of the date thereof and results of operations for the period covered thereby. As of the date of this Agreement, since December 31, 2007, other than the information previously disclosed by the Borrowers and ResCap to the Lender prior to the date hereof, there has been no change in such financial condition or results of operation that is reasonably likely to have a Material Adverse Effect. Except as discussed in the financial statements, it is not subject to any contingent liabilities or commitments that, individually, or in the aggregate, has or is reasonably likely to have a Material Adverse Effect.

          (p) Chief Executive Office . RFC’s chief executive office is located at One Meridian Crossings, Suite 100, Minneapolis, MN 55423. GMAC Mortgage’s chief executive office is located at 1100 Virginia Drive, Fort Washington, PA 19034.

          (q) Location of Books and Records . The location where it accesses its books and records, including all electronic files and records relating to the Collateral is its chief executive office.

          (r) [Reserved] .

     Section 6.02 Representations Concerning the Collateral . Each Borrower represents and warrants to the Lender that throughout the term of this Agreement:

          (a) It has not assigned, pledged, conveyed, or encumbered any Collateral to any other Person, and immediately prior to the pledge of any such Collateral, it was the sole owner of such Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of the Lender hereunder and no Person, other than the Lender has any Lien on any Collateral.

          (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest of it in, to and under the Collateral.

          (c) All Recourse Servicing Obligations have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender was, is and shall be true and complete in all material respects as of the date of such Electronic File.

     (d) From and after (a) delivery to the Lender of a Electronic File listing (i) the individual Mortgage Loans owned by each Investor and (ii) the pools of Mortgage Loans backing MBS, that are to be serviced by it pursuant to the Servicing Rights that are being pledged to the Lender and (b) the funding of part or all of the related Borrower Request, the Lender has or will have a duly perfected first priority security interest, in those Servicing Rights listed.

     (e) Upon the filing of a financing statement in the office of the Secretary of State of the State of Delaware that reasonably describes the Servicing Rights generally and otherwise complies with the legal requirements for the form and content of a financing statement under the UCC the Lender will have a duly perfected first priority security interest under the UCC in all of its right, title, and interest in, to and under such Servicing Rights, which can be perfected by filing under the UCC.

     (f) Subject only to the terms of the related Servicing Contracts, it has and will continue to have the full right, power and authority, to pledge the Servicing Rights, and the pledge of such Servicing Rights may be further assigned without any requirement, except as may be specified in the related Servicing Contracts.

ARTICLE VII

COVENANTS

     Section 7.01 Affirmative Covenants of the Borrowers . Each Borrower covenants and agrees with the Lender that, so long as any Loan is outstanding and until all Obligations have been paid in full:

          (a) Compliance with Laws, Etc . It will comply in all material respects with all applicable Requirements of Law.

          (b) Performance and Compliance with Agreements . It will comply with all provisions, covenants and other promises required to be observed by it under each of the Facility Documents to which it is a party.

          (c) Taxes . It will pay and discharge promptly when due all material taxes and governmental charges imposed upon it or upon its income or profits or in respect of its property, in each case before the same shall become delinquent or in default and before penalties accrue thereon, unless and to the extent the same are being contested in good faith by appropriate proceedings and with respect to which adequate reserves shall, to the extent required by GAAP, have been set aside.

          (d) Due Diligence . It acknowledges that the Lender, at the Lender’s own expense except as set forth as provided herein, has the right to perform continuing due diligence reviews with respect to the Servicing Rights and the other Collateral, for purposes of verifying compliance with the representations, warranties, and specifications made hereunder and under the other Facility Documents, or otherwise. It agrees that the Lender and its Authorized Representatives will be permitted during normal business hours to examine, inspect, make copies of, and make extracts of, any and all documents, records, agreements, instruments or information

relating to the Collateral in its possession. Notwithstanding anything to the contrary herein, it shall reimburse the Lender for any and all out-of-pocket costs and expenses reasonably incurred by the Lender and its respective designees in connection with the ongoing due diligence and auditing activities during any period in which an Event of Default has occurred and is continuing.

          (e) Changes in Servicing Contracts . It shall provide written notice to the Lender of any changes in any Servicing Contracts that may materially affect the Eligible Servicing Rights within three (3) Business Days after it receives notice thereof.

          (f) Legal existence, etc . It shall (i) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises; and (ii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied.

          (g) [Reserved] .

          (h) [Reserved] .

          (i) Financial Statements . It shall deliver each of the following to the Lender:

               (i) as soon as available, but not later than forty-five (45) calendar days after the end of each fiscal quarter ending on March 31, June 30 and September 30, its and its consolidated Subsidiaries’ unaudited consolidated balance sheet as at the end of such fiscal quarter and the related consolidated statements of income and operations for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarters of the previous year, and certified by a Responsible Officer as fairly presenting, in accordance with GAAP, consistently applied, as at the end of, and for such period, its and its consolidated Subsidiaries’ financial position and the results of its and its consolidated Subsidiaries’ operations;

               (ii) as soon as available, but not later than ninety (90) days after the end of each fiscal year (including fiscal 2007) its and its consolidated Subsidiaries’ audited consolidated balance sheet as at the end of such fiscal year and its and its consolidated Subsidiaries’ related consolidated statements of income and cash flows for such fiscal year, and accompanied by the opinion of an independent certified public accountant of recognized national standing, which report shall state that such consolidated financial statements present fairly its and its consolidated Subsidiaries’ the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years. Such opinion shall not be qualified or limited because of a restricted or limited examination by the independent auditor of any material portion of its books and records and shall have no “going concern” qualification; and

               (iii) concurrently with the delivery of the financial statements referred to in Subsections 7.01(i)(i) and ( ii ), the applicable Compliance Certificate executed by a Responsible Officer.

          (j) Required Reports; Additional Information . It will at the times specified in Schedule 7.01(j) , attached hereto, deliver to the Lender the reports identified in such schedule, and promptly furnish to the Lender all notices of all final written audits, examinations,

evaluations, reviews and reports of its origination and servicing operations by any state mortgage banking licensing agency or instrumentality (including those prepared on a contract basis for any such agency) in which there are material adverse findings, including without limitation notices of termination or impairment of approved status, and notices of probation, suspension, or non-renewals, and such other information, documents, records or reports with respect to the Collateral or the conditions or its operations, financial or otherwise, as the Lender may from time to time reasonably request.

          (k) [Reserved] .

          (l) Quality Control . It shall conduct quality control reviews of its servicing operations in accordance with industry standards and Investor requirements. It shall report to Lender quality control findings as such reports are produced and upon reasonable request by Lender.

          (m) Special Affirmative Covenants Concerning Servicing Rights .

               (i) It will warrant and will forever defend the right, title and interest of the Lender in and to the Servicing Rights pledged to the Lender against the claims and demands of all Persons whomsoever, subject to the restrictions imposed by the Servicing Contracts to the extent that such restrictions are valid and enforceable under the applicable UCC and other Requirements of Law.

               (ii) It shall preserve the security interests granted hereunder and upon request by the Lender undertake all actions which are necessary or appropriate, in the reasonable judgment of the Lender, to (i) maintain the Lender’s security interest (including the priority thereof) in the Collateral in full force and effect at all times (including upon a change of control with respect to it), and (ii) preserve and protect the Collateral and protect and enforce the rights of the Lender to the Collateral, including the making or delivery of all filings and recordings (of financing or continuation statements), or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate, cause to be marked conspicuously its master data processing records with a legend, acceptable to the Lender, evidencing that such security interest has been granted in accordance with this Agreement.

               (iii) It shall diligently fulfill its duties and obligations under the Servicing Contracts and shall not be declared by any Investor to be in default; provided that it shall not be a breach of this covenant if: (a) any Investor shall terminate its rights under any Servicing Contract, it shall repay (without duplication of payment) to the Lender an amount equal to the excess of the sum of the Loans then outstanding over the sum of the Borrowing Base of all the Servicing Rights then pledged to the Lender within the time periods set forth in Section 2.08(b) or (b) any such Servicing Contract expires in accordance with its terms and without renewal or (c) a default declared by any Investor in respect of a Servicing Contract arose from a failure of the portfolio of serviced Mortgage Loans to perform as required by the related Servicing Contract and such MBS Trustee has elected in writing to continue to use it as servicer of both that and other pools of Mortgage Loans and individual Mortgage Loans and has not rescinded or revoked such election.

          (n) Insurance . It shall maintain errors and omissions insurance and fidelity bond coverage in such amounts acceptable to the MBS Trustee and shall also maintain such other insurance with financially sound and reputable insurance companies, and with respect to property and risks of a character usually maintained by entities engaged in the same or similar business similarly situated, against loss, damage and liability of the kinds and in the amounts customarily maintained by such entities.

          (o) Use of Proceeds . It shall use the proceeds of the Loans for general corporate purposes.

          (p) Sale of Collateral . It shall provide the Lender with three (3) Business Days’ prior written notice of material sales of any Collateral and the proceeds thereof shall be applied, to the extent that there exists, or such sale results in, a failure to satisfy any Borrowing Base Deficiency, until such Borrowing Base Deficiency is cured.

          (q) Consents to Servicing Agreements . With respect to each Servicing Contract, it shall use its reasonable best efforts to obtain from the relevant MBS Trustee, Investors and, if applicable, any bond insurers, a consent to the assignment of the MSRs arising thereunder by the Lender to a third party purchaser upon exercise of its rights in accordance with Section 8.02(b) . The consents must be acceptable to the Lender in its sole and absolute discretion.

          (r) On or before May 17, 2008, the Borrowers will provide the Lender with UCC and other customary judgment and tax lien searches performed against each Borrower in all relevant jurisdictions (“ Search Results ”) and the Borrower will use its commercially best efforts to file, or cause to be filed, any UCC-3 Financing Statements required to terminate or amend any Search Results that the Lender, in its reasonable opinion, deems adverse to its security interest in any part of the Collateral.

     Section 7.02 Negative Covenants of the Borrowers . Each Borrower covenants and agrees with the Lender that, so long as any Loan is outstanding and until all Obligations have been paid in full, it shall not:

          (a) Other than in accordance with Section 7.02(c) , take any action that would directly or indirectly materially impair or materially adversely affect its title to, or the value of, the Eligible Servicing Rights;

          (b) create, incur or permit to exist any lien, encumbrance or security interest in or on the Collateral except (i) the security interest granted hereunder in favor of the Lender or (ii) the rights of the Investors under the Servicing Contracts, or assign any right to receive income in respect thereof except as permitted in Section 7.02(c) ;

          (c) sell or otherwise dispose of any Collateral (other than sales or dispositions of Servicing Rights (i) resulting from the payoff of the related Mortgage Loans or the repurchase of the related Mortgage Loans by the it, (ii) as required by relevant Servicing Contracts or (iii) in the ordinary course of its servicing business) except as expressly permitted by this Agreement;

          (d) engage in any line or lines of business activity other than the businesses in substantially the same fields of enterprise are presently conducted by it;

          (e) (i) amend, modify or waive any term or condition of any Facility Document, (ii) consent to any amendment, modification or waiver of any term or condition of any Facility Document, without the prior written consent of the Lender, which consent shall not be unreasonably withheld; provided that if the amendment of a Servicing Contract is done unilaterally by the related Investor, the prior written consent of the Lender is not required;

          (f) change the state of its organization unless it shall have given the Lender at least 30 days’ prior written notice thereof and unless, prior to any such change, it shall have filed, or caused to be filed, such financing statements or amendments as the Lender determines may be reasonably necessary to continue the perfection of the Lender’s interest in the Collateral;

          (g) appoint any subservicers with respect to any Servicing Rights pledged to the Lender pursuant to this Agreement; and

          (h) take and has not taken any action that would directly or indirectly materially impair or materially adversely affect its title to, or the value, of the Eligible Servicing rights or materially increase its duties, responsibilities or obligations.

     Section 7.03 Notice of Certain Occurrences . Each Borrower covenants and agrees with the Lender that, so long as any Loan is outstanding and until all Obligations have been paid in full:

          (a) Defaults . As soon as possible, but in any event within one Business Day, after the occurrence of its knowledge of any Default, it shall furnish to the Lender a written statement of a Responsible Officer setting forth details of such Default and the action that it proposes to take with respect thereto;

          (b) Litigation . As soon as possible, but in any event within three (3) Business Days, after its knowledge thereof, it shall furnish to the Lender notice of any material action, suit or proceeding instituted by or against it, any of its Subsidiaries in any federal or state court or before any commission, regulatory body or Governmental Authority;

          (c) Material Adverse Effect . Upon it becoming aware of any default related to any Collateral, any Material Adverse Effect and any event or change in circumstances which should reasonably be expected to have a Material Adverse Effect;

          (d) Change of Control . It shall furnish the Lender notice of any Change of Control upon the occurrence of such event;

          (e) [Reserved] .

          (f) Servicing Contract Transfer . The transfer, expiration without renewal, termination or other loss of all or any part of any servicing contract to which Fannie Mae or Freddie Mac is a party (or the termination or replacement of it thereunder), the reason for such transfer, loss or replacement, if known to it and the effects that such transfer, loss or replacement

will have (or will likely have) on the prospects for full and timely collection of all amounts owing to it under or in respect of the Borrower’s servicing contract;

          (g) [Reserved] .

          (h) Investor Notices . Copies of all notices it receives from Fannie Mae or Freddie Mac that materially affect the Eligible Servicing Rights and any demand by Fannie Mae or Freddie Mac for the repurchase of or indemnification with respect to a mortgage loan and the reason for such repurchase or indemnification within three (3) Business Days after it receives notice thereof; and

          (i) Other . Promptly, from time to time, it will furnish to the Lender such other information, documents, records or reports with respect to the Collateral or its corporate affairs, conditions or operations, financial or otherwise, as the Lender may from time to time reasonably request.

ARTICLE VIII

EVENTS OF DEFAULT

     Section 8.01 Events of Default . The following events shall be “ Events of Default ”:

          (a) The Borrowers shall fail to make any payment or deposit to be made by them hereunder when due (whether at stated maturity, upon acceleration, or at mandatory prepayments);

          (b) Any representation or warranty made or deemed to be made by a Borrower (or any of such Borrower’s officers) under or in connection with this Agreement (other than Section 6.02(c) ), any other Facility Document or any written information, certificate, or report delivered pursuant hereto shall prove to have been false or incorrect in any material respect when made or repeated or deemed to have been made or repeated, and, if capable of being cured, such breach is not remedied for the period required to remedy such default as quickly as reasonably possible but in no event for a period in excess of 30 days after the earlier of (i) a Responsible Officer of such Borrower having actual knowledge thereof and (ii) written notice of such default from the Lender;

          (c) A Borrower (x) shall fail to comply with the requirements of Section 7.01(f) , Section 7.02 , or Section 7.03 hereof and such default continues unremedied for a period of one (1) Business Day after the earlier of (i) a Responsible Officer of such Borrower having actual knowledge thereof and (ii) written notice of such default from the Lender, or (y) shall fail to perform or observe in any material respect any term, covenant or agreement contained in this Agreement or any other Facility Document (other than with respect to the making of any payment or other breach under this Article 8 or as set forth in clause (x) of this Section 8.01(c) ) on its part to be performed or observed and any such failure shall remain unremedied for the period required to remedy such default as quickly as reasonably possible but in no event for a period in excess of 30 days, other than for a failure to comply with Section 7.01(d) which shall not exceed 10 Business Days, after the earlier of (i) a Responsible Officer of such Borrower having actual knowledge thereof and (ii) written notice of such default from the Lender;

          (d) An Event of Bankruptcy shall have occurred with respect to a Borrower;

          (e) [Reserved];

          (f) If at any time, (i) a servicer rating of at least “RPS3” with respect to Fitch is not assigned to ResCap, or (ii) (A) a master servicer rating of at least “Average” with respect to S&P and “SQ3” with respect to Moody’s is not assigned to RFC, and (B) a servicer rating of at least “Average” with respect to S&P is not assigned to GMAC Mortgage;

          (g) [Reserved];

          (h) [Reserved];

          (i) [Reserved];

          (j) The failure of ResCap to maintain a net worth that complies with the minimum consolidated tangible net worth covenant or any other financial covenant contained in the 364-Day Agreement, as subsequently amended or replaced;

          (k) Any payment of Indebtedness of ResCap in excess of $50,000,000, individually or in the aggregate, is (i) not paid when due or within any applicable cure period set forth in any agreement or instrument relating to such indebtedness or (ii) declared due and payable, before its normal or agreed maturity by reason of default (however described);

          (l) The failure by either Borrower to pay one or more final judgments for the payment of money aggregating in excess of $10,000,000 rendered against such Borrower which are not, within 30 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 30 days after the expiration of such stay;

          (m) (1) The failure of either Borrower to be an approved servicer under any Servicing Contract with respect to which any Eligible Servicing Rights pledged under this Agreement relate, (2) either Borrower fails to service in accordance with any Servicing Contract and the Lender determines in its good faith discretion that such failure may have a Material Adverse Effect, (3) either Borrower is terminated as servicer with respect to any Eligible Servicing Rights (except if the provisions of Section 7.01(m)(iii)(a)-(c) are met), or (4) receipt by either Borrower of a notice from any MBS Trustee indicating material breach, default or material non-compliance by such Borrower which the Lender reasonably determines may entitle such MBS Trustee to terminate such Borrower, which notice has not been rescinded or nullified within five (5) Business Days of its receipt by such Borrower or such lesser time as Lender believes is necessary to protect its interest and provides such Borrower with written notice thereof, as the case may be;

          (n) Any “event of default” or any other default which permits a demand for, or requires, the early repayment of obligations due by ResCap, in either case which remains after the expiration of any applicable grace period under such agreement, and relating to the Indebtedness of ResCap, as applicable which Indebtedness is in an amount individually or in the aggregate greater than $50,000,000;

          (o) Any event or change in circumstances that could reasonably be expected to have a Material Adverse Effect on either Borrower’s mortgage servicing business, financial condition or operations;

          (p) The Lender does not, or ceases to, have a first priority perfected security interest in the Collateral or any material part thereof, other than as a result of a release of such security interest by the Lender and such default continues unremedied for a period of one (1) Business Day after the earlier of (i) a Responsible Officer of either Borrower having actual knowledge thereof and (ii) written notice of such default from the Lender;

          (q) A Change of Control shall occur with respect to either Borrower, without the prior written consent of Lender, which consent shall not be unreasonably withheld;

          (r) Either Borrower shall at any time and for any reason no longer be approved as an owner of servicing rights by Fannie Mae and Freddie Mac or any other event shall occur with respect to Fannie Mae or Freddie Mac that could have a Material Adverse Effect; and

          (s) [Reserved] .

     Section 8.02 Remedies .

          (a) Optional Acceleration . Upon the occurrence of an Event of Default (other than an Event of Default described in Section 8.01(d) ), the Lender may by written notice to the Borrowers, terminate the Facility and declare all Loans and all other Obligations to be immediately due and payable.

          (b) Automatic Acceleration . Upon the occurrence of an Event of Default described in Section 8.01(d) , the Loans and all other Obligations shall be immediately due and payable upon the occurrence of such event, without demand or notice of any kind.

          (c) Remedies . Upon any acceleration of the Loans pursuant to this Section 8.02 , the Lender, in addition to all other rights and remedies under this Agreement or otherwise, shall have all other rights and remedies provided under the UCC of each applicable jurisdiction and other applicable laws, which rights shall be cumulative. The Borrowers agree, upon the occurrence of an Event of Default and notice from the Lender, to assemble, at their expense, all of the Collateral that is in their possession (whether by return, repossession, or otherwise) at a place designated by the Lender. All out-of-pocket costs incurred by the Lender in the collection of all Obligations, and the enforcement of its rights hereunder, including reasonable attorneys’ fees and legal expenses, shall be paid out of the Collateral. Without limiting the foregoing, upon the occurrence of an Event of Default and the acceleration of the Loans pursuant to this Section 8.02 , the Lender may, to the fullest extent permitted by applicable law, without notice, advertisement, hearing or process of law of any kind, (i) enter upon any premises where any of the Collateral which is in the possession of the Borrowers (whether by return, repossession, or otherwise) may be located and take possession of and remove such Collateral, (ii) sell any or all of such Collateral, free of all rights and claims of the Borrowers therein and thereto, at any public or private sale, and (iii) bid for and purchase any or all of such Collateral at any such sale. Any such sale shall be conducted in a commercially reasonable manner and in accordance with

applicable law. The Borrowers hereby expressly waive, to the fullest extent permitted by applicable law, any and all notices, advertisements, hearings or process of law in connection with the exercise by the Lender of any of its rights and remedies upon the occurrence of an Event of Default. Each of the Lender and the Borrowers shall have the right (but not the obligation) to bid for and purchase any or all Collateral at any public or private sale. The Borrowers hereby agree that in any sale of any of the Collateral, the Lender is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any Governmental Authority, and the Borrowers further agree that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner. The Lender shall not be liable for any sale, private or public, conducted in accordance with this Section 8.02(c) . If an Event of Default occurs, and upon acceleration of the Loans hereunder, the Loans and all other Obligations shall be immediately due and payable, and collections on the Eligible Servicing Rights and proceeds of sales and securitizations of Eligible Servicing Rights, and other Collateral will be used to pay the Obligations.

     Section 8.03 Collection Accounts; Application of Proceeds .

          (a) Collection Accounts . On or before the Closing Date, the Borrowers and the Lender shall establish at LaSalle Bank National Association (the “ Collection Account Bank ”) in the name of the Lender a non-interest bearing segregated special purpose trust account (such account being herein called the “ Collection Accounts ” and being identified as: (i) for RFC: Account No. 725378.1 with Account Name “LaSalle Trust — RFC/GMAC Servicing Rights Collection Acct,” and (ii) for GMAC Mortgage: Account No. 725377.1 with Account Name “LaSalle Trust — GMACM/GMAC Servicing Rights Collection Acct”). The Borrowers and the Lender hereby agree that upon the occurrence of and during the continuation of an Event of Default, only the Lender may make withdrawals from the Collection Accounts. Upon notice from the Lender that an Event of Default has occurred and is continuing, all Collections in respect of the Collateral shall be deposited directly into the Collection Accounts, and any funds received by either Borrower in respect of any Collections in respect of the Collateral which for any reason have not yet been deposited into the Collection Accounts shall be deemed to be held by such Borrower as the case may be, in trust for the Lender and shall not be used by either Borrower for any purposes whatsoever.

          (b) Distributions from the Collection Accounts . On each Business Day during which an Event of Default has occurred and is continuing hereunder, the Lender shall apply Collections in the following order:

               (i) to pay to the Lender, any fees due pursuant to the terms hereof;

               (ii) if a Borrower is then servicing the Eligible Servicing Rights pledged as Collateral hereunder, to pay to such Borrower (x) the Borrower Default Servicing Fee and (y) the Recovered Advance Amount to an account specified in writing by such Borrower;

               (iii) to pay the Lender, accrued interest and Breakage Costs, if any, then due on the Outstanding Aggregate Loan Amount;

               (iv) to pay to the Lender or any Indemnified Party an amount equal to any other amounts (including the Outstanding Aggregate Loan Amount) then due to such Persons pursuant to this Agreement that have not been paid by the Borrowers (and to the extent that there are insufficient funds to pay all of the foregoing amounts, such amount shall be distributed to the foregoing parties, pro rata in accordance with the amounts due to such parties); and

               (v) to pay any remaining amounts to the Borrowers by transferring such amount to the account specified in writing by the Borrowers.

ARTICLE IX

ASSIGNMENT

     Section 9.01 Restrictions on Assignments . No Borrower may assign its rights hereunder or any interest herein without the prior written consent of the Lender. The Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities all (but not less than all) of its rights and obligations hereunder or under the other Facility Documents; provided , that such assignment shall require the prior consent of the Borrowers, which consent shall not be unreasonably withheld.

     Section 9.02 Evidence of Assignment; Endorsement on Notes . The Lender hereby agrees that it shall, endorse the Notes to reflect any assignments made pursuant to this Article IX or otherwise.

     Section 9.03 Rights of Assignee . Upon the assignment by the Lender of all of its rights and obligations hereunder, under the Notes and under the other Facility Documents to an assignee in accordance with Section 9.01 , such assignee shall have all such rights and obligations of the Lender as set forth in such assignment or delegation, as applicable, and all references to the Lender in this Agreement or any Facility Document shall be deemed to apply to such assignee to the extent of such interest; provided that the Borrowers shall not be liable to any assignee for amounts pursuant to Article X in excess of the amount that would have been payable thereunder to the initial Lender. If any interest in any Facility Document transferred to any assignee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such assignee, concurrently wit the effectiveness of such transfer, to comply with the provisions of Section 3.02 .

     Section 9.04 [Reserved] .

     Section 9.05 [Reserved] .

ARTICLE X

INDEMNIFICATION

     Section 10.01 Indemnities by the Borrowers . Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrowers hereby agree to indemnify, the Lender, its Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “ Indemnified Party ”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “ Indemnified Amounts ”) awarded against or incurred by any of them arising out of or as a result of this Agreement, the other Facility Documents, or any transaction contemplated hereby or thereby excluding, however, (a) Indemnified Amounts to the extent a court of competent jurisdiction determines that they resulted from negligence, bad faith or willful misconduct on the part of such Indemnified Party, (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrowers to the Lender, the amount of such excess, and (c) any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Party. In any suit, proceeding or action brought by the Lender in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrowers will save, indemnify and hold the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by either Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Borrowers. The Borrowers also agree to reimburse the Lender as and when billed by the Lender for all the Lender’s reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender’s rights under this Agreement, the Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of the Borrowers under the Note is a recourse obligation of the Borrowers. Under no circumstances shall any Indemnified Party be liable to the Borrowers for any lost profits or indirect, exemplary, punitive or consequential damages.

     Section 10.02 General Provisions . If for any reason the indemnification provided above in Section 10.01 (and subject to the limitations on indemnification contained therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless on the basis of public policy, then the Borrowers shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Borrowers on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

     The provisions of this Article X shall survive the termination of this Agreement and the payment of the Obligations.

ARTICLE XI

MISCELLANEOUS

     Section 11.01 Amendments, Etc . Neither this Agreement nor any provision hereof may be amended, supplemented, or modified except pursuant to an agreement or agreements in writing entered into by each Borrower and the Lender.

     Section 11.02 Notices, Etc . 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 opposite its name on Schedule 11.02 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) except that notices and communications pursuant to Article I shall not be effective until received.

     Section 11.03 No Waiver; Remedies . No failure on the part of the Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

     Section 11.04 Binding Effect; Assignability . This Agreement shall be binding upon and inure to the benefit of each Borrower and the Lender, and their respective successors and assigns, provided , however , that nothing in the foregoing shall be deemed to authorize any assignment not permitted in Section 9.01 .

     Section 11.05 GOVERNING LAW; SUBMISSION TO JURISDICTION . 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 OBLIGATION 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.

     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.

     Section 11.06 [Reserved] .

     Section 11.07 No Proceedings . The Lender hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of the Obligations, it will not institute against, cooperate with, encourage or join with any other Person in instituting against, either Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; provided , however , that nothing in this Section 11.07 shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Borrowers pursuant to this Agreement.

     Section 11.08 Entire Agreement . This Agreement and the Facility Documents embodies the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understanding relating to the matters provided for herein.

     Section 11.09 Acknowledgement . Each Borrower hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and deliver of this Agreement, the Note and the other Facility Documents to which it is a party;

          (b) the Lender has no fiduciary relationship to it, and the relationship between it and the Lender is solely that of debtor and creditor; and

          (c) no joint venture exists among or between it and the Lender.

     Section 11.10 Captions and Cross References . The various captions (including, without limitation, the table of contents) in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. References in this Agreement to any underscored Section or Exhibit are to such Section or Exhibit of this Agreement, as the case may be.

     Section 11.11 Execution in Counterparts . This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

     Section 11.12 Confidentiality . Each party hereto agrees that it will hold any confidential information received from the other party pursuant to this Agreement or any other Facility Document, it being understood that this Agreement is confidential information of the Lender, in strict confidence, as long as such information remains confidential, except for disclosure to (i) its Affiliates, (ii) its legal counsel, accountants, and other professional advisors or to a permitted assignee or participant, (iii) regulatory officials, (iv) any Person as requested pursuant to or as required by law, regulation, or legal process, (v) any Person in connection with any legal proceeding to it is a party, (vi) rating agencies if requested or required by such agencies in connection with a rating, and (vii) any Investor or MBS Trustee. This Section 11.12 shall survive termination of this Agreement.

     Section 11.13 Survival . The obligations of the Borrowers under Sections 3.02 and 10.01 hereof shall survive the repayment of the Loans and the termination of this Agreement. In addition, each representation and warranty made, or deemed to be made by a request for a borrowing, herein or pursuant hereto shall survive the making of such representation and warranty, and the Lender shall not be deemed to have waived, by reason of making any Loan, any Default that may arise by reason of such representation or warranty proving to have been false or misleading, notwithstanding that the Lender may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time such Loan was made.

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

SCHEDULE I

DEFINITIONS

     1.1. Definitions . As used in this Agreement the following terms have the meanings as indicated:

     “ 364-Day Agreement ” means the 364-Day Competitive Advance and Revolving Credit Facility dated as of June 11, 2007 among ResCap, the several lenders from time to time party thereto, the documentation agents named therein, Citibank, N.A., as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent, as such agreement may be amended, supplemented or modified from time to time, and any successor agreement or other agreement replacing such agreement in its entirety.

     “ Account Control Agreements ” means, collectively: (i) the Collection Account Control Agreement dated as of April 18, 2008 among RFC, the Lender and LaSalle Bank National Association, and (ii) the Collection Account Control Agreement dated as of April 18, 2008 among GMAC Mortgage, the Lender and LaSalle Bank National Association.

     “ Additional Collateral ” means, collectively, all Eligible Assets, Treasury Bills, Treasury Notes or Treasury Bonds owned by the Borrowers and specifically pledged to the Lender as secured party, from time to time, pursuant to the Agreement.

     “ Advance ” means any P&I Advance, T&I Advance, Corporate Advance or S&A Advance.

     “ Affiliate ” means, with respect to any Person, any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” (together with the correlative meanings of “controlled by” and “under common control with”) means possession, directly or indirectly, of the power (a) to vote 20% or more of the securities (on a fully diluted basis) having ordinary voting power for the directors or managing general partners (or their equivalent) of such Person, or (b) to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.

     “ Agreement ” has the meaning set forth in the preamble .

     “ Ancillary Income ” means all money which is due and payable in connection with each Mortgage Loan other than the Servicing Fee and specifically including, without limitation, late charge fees, assignment transfer fees, insufficient funds check charges, amortization schedule fees, interest from escrow accounts and all other incidental fees and charges and any Float Benefit, in each case, to the extent such amounts are allocable to a Mortgage Loan, and specifically excluding the Excluded Collateral.

     “ Applicable Margin ” means, with respect to all Loans, 2.00% (200 basis points).

     “ Attributed Rate ” means:

     (a) With respect to Eligible Servicing Rights, 50%;

     (b) With respect to Eligible Assets, 85%;

     (c) With respect to Treasury Bills, 98%;

     (d) With respect to Treasury Notes, 95%; and

     (e) With respect to Treasury Bonds, 92%;

provided , that no more than 50% of the Borrowing Base shall consist of Additional Collateral described in clauses (b) through (e) above.

     “ Available Loan Amount ” means, on any Business Day, an amount equal to the lesser of

     (a) the then current Commitment Amount minus the Outstanding Aggregate Loan Amount, and

     (b) the Borrowing Base.

     “ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

     “ Borrower ” has the meaning set forth in the preamble .

     “ Borrower Default Servicing Fee ” means the fee payable to the Borrowers as compensation for servicing the Mortgage Loans when and Event of Default has occurred and is continuing in an amount equal to $5 per Mortgage Loan per month.

     “ Borrower Funding Request ” means the request to fund a Loan on any Funding Date, substantially in the form of Exhibit 2.03 , delivered in accordance with Section 2.03(b) .

     “ Borrowing Base ” means, as of any date of determination, an amount equal to the aggregate Collateral Value of all Collateral for Loans that have been and remain pledged to the Lender hereunder.

     “ Borrowing Base Certificate ” means the borrowing base certificate, substantially in the form of Exhibit 2.04(b) , delivered by the Borrowers to the Lender in accordance with Section 2.04(b) .

     “ Borrowing Base Deficiency ” has the meaning set forth in Section 2.08(b) .

     “ Borrowing Base Report ” means the borrowing base report, substantially in the form of Exhibit 2.04(a) , delivered by the Borrower in accordance with Section 2.04(a) or ( b ).

     “ Borrowing Base Shortfall Day ” has the meaning set forth in Section 2.08(b) .

     “ Breakage Costs ” means, those amounts payable by the Borrowers to the Lender in the event of (a) the payment of any principal of any Loan bearing interest at the LIBOR Rate other

than on the last day of an Optional Repayment Date or the Loan Repayment Date applicable thereto (including as a result of an Event of Default), or (b) the failure to borrow, continue or prepay any such Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked hereunder and is in fact revoked). In any such event, the Borrowers shall compensate the Lender for the loss, cost and expense attributable to such event, such compensation to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow or continue), for the period that would have been the Interest Period for such Loan, over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which the Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the LIBOR market; provided , that the Lender agree to take reasonable steps to avoid the need for, or reduce the amount of, such compensation, in a manner that will not, in the reasonable opinion of the Lender, be materially disadvantageous to the Lender.

     “ Business Day ” means any day other than (i) a Saturday or Sunday, or (ii) a day on which banking institutions in the State of New York are required or authorized by law to be closed.

     “ Change of Control ” means ResCap ceases to own, either directly or indirectly, free and clear all liens or other encumbrances, all of the outstanding shares/voting stock of either Borrower on a fully diluted basis.

     “ Closing Date ” means the date on which all of the conditions set out in Section 5.01 are satisfied.

     “ Collateral ” has the meaning set forth in Section 4.01 .

     “ Collateral Value ” means, for purposes of determining the value of the Borrowing Base from time to time, (x) with respect to the Additional Collateral, the Attributed Rate for such Additional Collateral multiplied by the market value of such Additional Collateral as determined by the Lender in its reasonable sole discretion, and (y) with respect to the Eligible Servicing Rights, the Attributed Rate for Eligible Servicing Rights multiplied by the Borrowers’ book value of the Eligible Servicing Rights as determined by the Borrowers in good faith.

     “ Collection Accounts ” has the meaning set forth in Section 8.03 .

     “ Collection Period ” means, with respect to any Monthly Settlement Date, the calendar month most recently ended.

     “ Collections ” means any Servicing Fees, any excess servicing rights or retained yield, and any Ancillary Income that the Borrowers, as servicers, are entitled to receive pursuant to the Servicing Contracts.

     “ Commitment Amount ” means $750,000,000. The Borrowers may elect to reduce the Commitment Amount in accordance with Section 2.10 .

     “ Commitment Reduction Date ” has the meaning set forth in Section 2.10 .

     “ Compliance Certificate ” means a certificate in form acceptable to the Lender substantially in the form of Exhibit 7.01 hereto.

     “ Corporate Advance ” means, collectively, (a) any advance made by a Borrower as servicer pursuant to the Servicing Contracts to inspect, protect, preserve or repair properties that secure defaulted Mortgage Loans or that have been acquired through foreclosure or deed in lieu of foreclosure or other similar action pending disposition thereof, or for similar or related purposes, including, but not limited to, necessary legal fees and costs expended or incurred by a Borrower as servicer in connection with foreclosure, bankruptcy, eviction or litigation actions with or involving Mortgagors on defaulted Mortgage Loans, as well as costs to obtain clear title to such a property, to protect the priority of the lien created by a Mortgage Loan on such a property, and to dispose of properties taken through foreclosure or by deed in lieu thereof or other similar action, (b) any advance made by a Borrower as servicer pursuant to the Servicing Contracts to foreclose or undertake similar action with respect to a Mortgage Loan, and (c) any other out of pocket expenses incurred by a Borrower as servicer pursuant to the Servicing Contracts (including, for example, costs and expenses incurred in loss mitigation efforts and in processing assumptions of Mortgage Loans).

     “ Custodial File ” means with respect to any Mortgage Loan, a file pertaining to such Mortgage Loan being held by the Custodian that contains the mortgage documents pertaining to such Mortgage Loan.

     “ Custodian ” Any financial institution that holds documents for any of the Mortgage Loans on behalf of the Investor related thereto.

     “ Default ” means an Event of Default or an Unmatured Event of Default.

     “ Default Rate ” means, with respect to any Loan for any Interest Period, and any late payment of fees or other amounts due hereunder, the LIBOR Rate for the related Interest Period (or for all successive Interest Periods during which such fees or other amounts were delinquent), plus the Applicable Margin, plus 2% per annum.

     “ Dollars ” or “ $ ” means dollars in lawful money of the United States of America.

     “ Electronic Files ” means the Initial Electronic File or any Subsequent Electronic File, as the context requires.

     “ Eligible Assets ” means any securities issued and/or guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae that are acceptable to the Lender in its sole discretion.

     “ Eligible Seller ” means a Person who sold Mortgage Loans to either Borrower, which Mortgage Loans such Borrower subsequently resold to another party or securitized, and retained the servicing rights and obligations with respect thereto under a Servicing Contract.

     “ Eligible Servicing Rights ” means any portfolios of residential MSRs relating to the servicing of mortgage loans serviced by a Borrower under servicing agreements for the assets

     described below, including the right to receive servicing fees and other servicing compensation on the MSRs, to the maximum extent not prohibited by the provisions of the relevant servicing agreement.