TABLE OF CONTENTS           PageSection 1. Definitions.  1 Section 2. Purchase and Sale, Settlement, Collections.  15 Section 3. Conditions Precedent.  22 Section 4. Sellers as Purchaser’s Agents and Appointment of Purchaser asAttorney-in-Fact.  24 Section 5. Representations, Warranties and Certain Covenants of Sellers.  24 Section 6. Specific Remedies Upon Breach of Representations, Warranties and CovenantsConcerning the Receivables.  29 Section 7. General Covenants of Sellers.  30 Section 8. Termination Events; Purchase Suspension; Purchase Termination.  32 Section 9. Grant Clause.  34 Section 10. Miscellaneous.  35        Schedule 1 Schedule of Designated Servicing Agreements    Schedule 2 Schedule of Accounts — Seller Account and Purchaser Remittance Account    Schedule 3 Reporting Schedule    Schedule 4 Closing Checklist Schedule    Schedule 5 Post-Closing Undertakings Schedule           Exhibit A Form of Assignment of Purchased Receivables    Exhibit B Form of Release Agreement    Exhibit C Form of Trustee Notice    (i)
 

 
**SERVICER ADVANCE RECEIVABLES FACTORING AGREEMENT**     This SERVICER ADVANCE RECEIVABLES FACTORING AGREEMENT (this “Agreement”) is made as ofJune 17, 2008, by and among GMAC MORTGAGE, LLC, a Delaware limited liability company (together withany successors, “GMAC Mortgage”), RESIDENTIAL FUNDING COMPANY, LLC, a Delaware limitedliability company (together with any successors, “RFC”; and together with GMAC Mortgage,each a “Seller” and collectively the “Sellers”, as hereinafter further defined) andGMAC COMMERCIAL FINANCE LLC, a Delaware limited liability company (the “Purchaser”).**RECITALS**     A. Pursuant to certain Servicing Agreements (as hereinafter defined), each of the Sellersservices pools of Loans (as hereinafter defined) for and on behalf of an Owner (as hereinafterdefined).     B. Pursuant to the applicable Designated Servicing Agreement (as hereinafter defined), GMACMortgage or RFC (in its capacity as the servicer for a Loan) makes Advances from time to time forthe benefit of the related Owner of different Advance Types. Upon making an Advance, GMAC Mortgageor RFC, as applicable, becomes the owner of a contractual right to be reimbursed for such Advancein accordance with the terms of the related Designated Servicing Agreement.     C. Pursuant to the terms hereof, each of GMAC Mortgage and RFC, as owners of these rights toreimbursement, desires to sell, assign, transfer and otherwise convey to the Purchaser, andPurchaser desires, on and subject to the terms and conditions hereof, to purchase, take, assume andacquire from each of the Sellers, on a non-recourse basis to the extent provided herein, all ofeach such Seller’s right, title and interest in and to such Seller’s rights to be reimbursed inrespect of Advances made by each such Seller as Servicer, from time to time, under the DesignatedServicing Agreements together with related rights.**AGREEMENT**     NOW, THEREFORE, in consideration of the above premises and of the mutual promises hereinafterset forth, and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:     **Section 1. Definitions.**     For all purposes of this Agreement, except as otherwise expressly provided or unless thecontext otherwise requires:     (1) the terms defined in this Section have the meanings assigned to them in this Section, andinclude the plural as well as the singular;
 

 
     (2) all accounting terms not otherwise defined herein have the meanings assigned to them inaccordance with generally accepted accounting principles and, except as otherwise herein expresslyprovided, the term “generally accepted accounting principles” with respect to any computationrequired or permitted hereunder means such accounting principles as are generally accepted in theUnited States of America at the date of such computation;     (3) all references in this Agreement to designated “Sections” and other subsections orsubdivisions are to the designated Sections and other subsections or subdivisions of thisAgreement. The words “herein,” “hereof” and “hereunder” and other words of similar import refer tothis Agreement as a whole and not to any particular Section or other subsection or subdivision; and     (4) “including” and words of similar import will be deemed to be followed by “withoutlimitation.”     “Added Servicing Agreement” has the meaning assigned to that term in Section 2(e) ofthis Agreement.     “Additional Purchased Receivables” has the meaning assigned such term in Section2(a)(1)(B) of this Agreement.     “Advance” means a P&I Advance, T&I Advance or Corporate Advance, or other Advance Typeor Advance Types that may be specified from time to time in an amendment to this Agreement enteredinto as provided in Section 10(b).     “Advance Reimbursement Amount” means any amount which the related Servicer collectswith respect to a Loan (including amounts collected in connection with the liquidation of relatedMortgaged Property), withdraws from an Owner Collection Account, or receives from an MBS Trustee,to reimburse an Advance made by such Servicer (including reimbursement of P&I Advances which wereadvanced by such Servicer using Amounts Held for Future Distribution) pursuant to a DesignatedServicing Agreement.     “Advance Type” refers to the distinction among Advances as being one of the followingtypes: (a) P&I Advances, (b) T&I Advances or (c) Corporate Advances, or any other type or types ofAdvances that may be specified from time to time in an amendment to this Agreement entered into asprovided in Section 10(b); *provided,*that any such additional Advance Types shall be reflected on(i) Attachment A to the applicable Assignment of Purchased Receivables and (ii) the books andrecords of the applicable Seller.     “Adverse Claim” means a Lien or set off right or other right or claim of any Person.     “Affiliate” means any Person: (a) directly or indirectly controlling, controlled by,or under common control with, either Seller; (b) directly or indirectly owning or holding fivepercent (5%) or more of any equity interest in such Seller; (c) five percent (5%) or more of whosestock or other equity interest having ordinary voting power for the election of directors or thepower to direct or cause the direction of management, is directly or indirectly owned or held bysuch Seller; or (d) which has a senior officer who is also a senior officer of such Seller. Forpurposes of this definition, “control” (including with correlative meanings, the terms“controlling”, “controlled by” and “under common control with”) means the possession directly orindirectly of the power to direct or cause
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the direction of the management and policies of a Person, whether through the ownership ofvoting securities or other equity interest, or by contract or otherwise.     “Amounts Held For Future Distribution” means, with respect to an MBS ServicingAgreement, amounts representing early receipt of scheduled payments of principal and interest on aLoan which pursuant to such MBS Servicing Agreement are amounts held on deposit in the applicableMBS Trust Collection Account for distribution to the MBS Trustee in a future month but whichamounts may be remitted by the Servicer to the MBS Trustee earlier as part of such Servicer’smonthly P&I Advances.     “Ancillary Rights” has the meaning assigned to such term in Section 2(a)(1)(C).     “Assignment of Purchased Receivables” means an Assignment of Purchased Receivables,substantially in the form of Exhibit A attached hereto, by and between a Seller and thePurchaser, delivered in accordance with Section 2 of this Agreement.     “Business Day” means any day excluding Saturday, Sunday and any day which is a legalholiday under the laws of the State of New York, the State of California, the State of Minnesota orthe Commonwealth of Pennsylvania, or is a day on which either the Purchaser is closed or bankinginstitutions located in the State of New York, the State of California, the State of Minnesota orthe Commonwealth of Pennsylvania are closed.     “Change of Control” means, (a) with respect to either Seller, the failure of ResCap toown, directly or indirectly, more than fifty percent (50%) of the aggregate issued and outstandingvoting stock of such Seller, and (b) with respect to ResCap, the failure of GMAC, LLC to own,directly or indirectly, more than fifty percent (50%) of the aggregate issued and outstandingvoting stock of ResCap.     “Collections” has the meaning set forth in Section 2(b)(1) of this Agreement.     “Collections Report” means the report described in Section 2(b)(1) of this Agreement.     “Collections Settlement Date” has the meaning set forth in Section 2(b)(2) of thisAgreement.     “Corporate Advance” means, collectively, (a) an advance (other than those described inclause (b) below) made by a Seller as Servicer pursuant to a Designated Servicing Agreement toinspect, protect, preserve or repair properties that secure a defaulted Loan or that have beenacquired through foreclosure or deed in lieu of foreclosure or other similar action pendingdisposition thereof, or for similar or related purposes, including, but not limited to, necessarylegal fees and costs expended or incurred by such Seller as Servicer in connection withforeclosure, bankruptcy, eviction or litigation actions with or involving the related Obligors onsuch defaulted Loan, as well as costs to obtain clear title to such a property, to protect thepriority of the lien created by such Loan on the related property, and to dispose of propertiestaken through foreclosure or by deed in lieu thereof or other similar action, (b) an advance madeby a Seller as Servicer pursuant to a Designated Servicing Agreement to foreclose or undertakesimilar action with respect to a Loan, and (c) any other out of pocket expenses incurred by aSeller as Servicer pursuant to a Designated Servicing Agreement (including, for example, costs andexpenses incurred in loss mitigation efforts and in processing
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assumptions of Loans in the ordinary course of business to maintain or maximize the value ofsuch Loan or the related Mortgaged Property).     “Corporate Advance Receivable” means any Receivable representing the right to bereimbursed for a Corporate Advance.     “Cross-Default” shall mean (a) an event which, after the expiration of all applicablegrace periods (if any), constitutes a default by the applicable Seller under any agreementrelating to Indebtedness between such Seller and the Purchaser in excess of $50,000,000, or (b)an event which, after the expiration of all applicable grace periods (if any), constitutes adefault by the applicable Seller under the Senior Secured Credit Facility, which default is notwaived by the ResCap Senior Secured Credit Facility Agents, and which default could result in theacceleration or the exercise of the ResCap Senior Secured Credit Facility Agents’ remediesrelating to such Indebtedness.     “Designated Servicing Agreement Schedule” has the meaning assigned to such term inSection 2(d) of this Agreement, as the same may be amended, restated, supplemented or otherwisemodified from time to time.     “Designated Servicing Agreements” means, collectively, each of the ServicingAgreements identified by unique investor identifying numbers on Schedule 1 (Schedule ofDesignated Servicing Agreements) hereto, as such Schedule may be supplemented or amended from timeto time in accordance with the terms and conditions hereunder, subject to the provisions ofSection 2 of this Agreement. If a Seller is a subservicer pursuant to and as permitted by theterms of any Service Agreement listed on Schedule 1 (Schedule of Designated ServicingAgreements) hereto, as such Schedule may be supplemented or amended from time to time in accordancewith the terms and conditions hereunder, under which the other Seller is the master servicer, theterm “Designated Servicing Agreements” also includes the Servicing Agreement pursuant towhich such Seller acts in the capacity as subservicer.     “Effective Date” means the date this Agreement is executed by each of the partieshereto and on which all of the conditions precedent set forth in Section 3 hereof are satisfied.     “Eligible Receivable” means a Receivable which meets the following criteria (as of theEffective Date with respect to an Initial Purchased Receivable and as of the applicable SettlementDate with respect to an Additional Purchased Receivable):     (a) it constitutes a “general intangible” within the meaning of Section 9-102(a)(42)(or the corresponding provision in effect in a particular jurisdiction) of the UCC in allapplicable jurisdictions; and     (b) it is denominated in U.S. dollars and is payable in the United States of America;and     (c) it arises and was authorized pursuant to the terms of a Designated ServicingAgreement, complies with all requirements for reimbursement thereunder and, at the time theAdvance was made by the Servicer, it was reasonably determined by the related Seller asServicer to be ultimately recoverable from the proceeds of the related Loan or related poolof
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Loans, related liquidation proceeds or otherwise from the proceeds of or collectionswith respect to the related Loan or related pool of Loans, the related Mortgaged Property orescrow accounts related to such Loan or related pool of Loans; and     (d) neither Seller in any capacity has (1) taken any action that would impair theright, title and interest of the Purchaser therein, or (2) failed to take any action thatwas necessary to avoid impairing the Purchaser’s right, title or interest therein; and     (e) the Advance related to such Receivable has been fully funded by the relatedServicer using its own funds; and     (f) it arises under a Designated Servicing Agreement pursuant to which GMAC Mortgage orRFC is the Servicer and such Designated Servicing Agreement remains in full force andeffect, and GMAC Mortgage or RFC, as the case may be, has not received any (x) notice of theoccurrence of an Unmatured Servicer Termination Event or (y) notice of any ServicerTermination Event or (z) written notice of any intent to terminate it as a Servicer; and(g) (i) it arises under a Designated Servicing Agreement that provides that theServicer is entitled to reimburse itself for each Advance made thereunder out oflate collections, insurance proceeds and liquidation proceeds from the Loan withrespect to which such Advance was made, prior to the distributions of payments onany related securities, and prior to payment of any party subrogated to the rightsof the holders of such securities (such as a reimbursement right of a creditenhancer) or any hedge or derivative termination fees, or to the related Owner; and     (ii) in the case of any such Receivable, if the Servicer determines that therelated Advance will not be recoverable out of late collections of the amountsadvanced or out of insurance proceeds or liquidation proceeds from the Loan withrespect to which the Advance was made, the Servicer (A) in the case of MBS ServicingAgreements, has the right to reimburse itself for such Advance out of any funds inthe related MBS Trust Collection Account, or out of general collections received bythe Servicer with respect to any Loans serviced under the same Servicing Agreement,prior to any payment of any holders of any notes, certificates or other securitiesbacked by the related Loan pool, and prior to payment of any party subrogated to therights of the holders of such securities (such as a reimbursement right of a creditenhancer) or any hedge or derivative termination fees, or to the related Owner, and(B) in the case of an Advance other than an Advance described in clause (A), has theright to reimburse itself at any time out of any funds in the related OwnerCollection Account; and     (h) such Receivable does not arise under a Designated Servicing Agreement whichprohibits or purports to prohibit the assignment by the Servicer of its rights to bereimbursed for Advances and, if such Designated Servicing Agreement under which suchReceivable arises conditions or purports to condition the Servicer’s rights to assign suchrights, all such conditions have been fully satisfied (including, without limitation, the
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obtaining of written consents from any parties entitled to consent thereto or towithhold consent therefrom); and     (i) such Receivable does not arise under a GSE Servicing Agreement; and     (j) it is owned by the related Seller as Servicer, free and clear of any Adverse Claimin favor of any Person and with respect to the related Designated Servicing Agreement anotice in the form attached hereto as Exhibit C has been sent by the applicableSeller to the applicable trustee (with respect to a MBS Servicing Agreement), the applicablebond insurer (the respect to a MBS Servicing Agreement that has a bond insurer) and theapplicable Owner (with respect to Designated Servicing Agreements that are not MBS ServicingAgreements); and     (k) it arises under a Designated Servicing Agreement which, as of the end of the mostrecently concluded calendar month, has an unpaid principal balance of the Loans servicedunder such Servicing Agreement of at least $1,000,000.     “Fair Value” means with respect to the Purchased Assets, the fair market value of suchPurchased Assets (determined as of the date a binding commitment to effect the sale of suchPurchased Assets was entered into and taking into account, among other things, current marketconditions).     “Fannie Mae” means the Federal National Mortgage Association, and its successors.     “Freddie Mac” means Federal Home Loan and Mortgage Corporation, and its successors.     “Full P&I Tracking Date” means the date upon which the Sellers have developed thecapability to track and report P&I Advances, P&I Advance Receivables and Collections in the mannerrequired by Schedule 5 (Post-Closing Undertakings Schedule) attached hereto, or, ifearlier, the date that is ninety (90) days after the Effective Date.     “GAAP” means United States generally accepted accounting principles inclusive of, butnot limited to, applicable statements set forth in the opinions and pronouncements of theAccounting Principles Board of the American Institute of Certified Public Accountants andstatements and pronouncements of the Financial Accounting Standards Board, its predecessors andsuccessors and Securities and Exchange Commission Staff Accounting Guidance, as in effect from timeto time applied on a consistent basis that are applicable to the circumstances as of the date ofdetermination.     “Ginnie Mae” means the Government National Mortgage Association, and its successors.     “Governmental Authority” means any federal, state or municipal court or othergovernmental department, commission, board, bureau, agency or instrumentality, governmental orquasi-governmental, domestic or foreign.     “Grant Clause” means Section 9 of this Agreement.     “GSE” means Ginnie Mae, Fannie Mae or Freddie Mac (“government sponsoredenterprises”).
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     “GSE Servicing Agreement” means a Servicing Agreement between GMAC Mortgage or RFC orany other Person, as Servicer, and a GSE, as Owner.     “Incipient Termination Event” means a condition, state of facts, act or event thatdoes, or would, after notice or lapse of time or both, constitute a Termination Event if thatcondition, state of facts, act or event were not cured or removed within any applicable grace orcure period.     “Indebtedness” shall mean, with respect to any Person at any date, the amountoutstanding on such date under notes, bonds, debentures, or other similar evidences of indebtednessfor money borrowed (including, without limitation, indebtedness for borrowed money evidenced by aloan account).     “Initial Ownership Amount” means, with respect to one or more Receivables and relatedAncillary Rights with respect to which Purchaser has purchased an Ownership Interest hereunder, anamount equal to (a) the aggregate Receivable Balances of such Receivables, determined as of theEffective Date or as of a later Settlement Date upon which the purchase of such Ownership Interestby Purchaser is Settled hereunder, less (b) that portion of the Advances giving rise to suchReceivables that was not funded with Seller’s own funds, including, in the case of P&I AdvanceReceivables, any portion of such Advances funded with Amounts Held for Future Distribution thathave not yet been restored by the Seller from its own funds to the related MBS Trust CollectionAccount.     “Initial Purchased Receivables” has the meaning assigned to that term inSection 2(a)(1)(A) of this Agreement.     “Insolvency Event” means, with respect to a specified Person, (a) an involuntary caseor other proceeding under any applicable bankruptcy, insolvency or other similar law now orhereafter in effect shall be commenced against any Person or substantial part of its property, or apetition shall be filed against such Person in an involuntary case under any applicable bankruptcy,insolvency or other similar law now or hereafter in effect, seeking the appointment of a receiver,liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or forany substantial part of its property, or the winding-up or liquidation of such Person’s businessand (i) such case or proceeding shall continue undismissed and unstayed and in effect for a periodof 60 days or (ii) an order for relief in respect of such Person shall be entered in such case orproceeding under such laws or a decree or order granting such other requested relief shall begranted; or (b) the commencement by such Person of a voluntary case under any applicablebankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by suchPerson to the entry of an order for relief in an involuntary case under any such law, or theconsent by such Person to the appointment of or taking possession by a receiver, liquidator,assignee, custodian, trustee, sequestrator or similar official for such Person or for anysubstantial part of its property, or the making by such Person of any general assignment for thebenefit of creditors, or the failure by such Person generally to pay its debts as such debts becomedue or the admission by such Person of its inability to pay its debts generally as they become due.     “Insolvency Proceeding” means any proceeding of the sort described in the definitionof Insolvency Event.
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     “Interim Collections Settlement” means an interim settlement and remittance by aSeller as Servicer and as Purchaser’s Agent of Collections on a Collections Settlement Date, asprovided in Section 2(b) of this Agreement.     “Interim P&I Settlement Percentage” means, as to Purchaser with respect to AdvanceReimbursement Amounts relating to P&I Advance Receivables arising under a given DesignatedServicing Agreement in which Purchaser has purchased on or after the Effective Date an OwnershipInterest, a fraction, expressed as a percentage, (a) the numerator of which shall be the aggregateInitial Ownership Amounts of all Ownership Interests of Purchaser in such P&I Advance Receivablespurchased on and after the Effective Date through the date of an Interim Collections Settlement,and (b) the denominator of which shall be the aggregate amount of P&I Advances giving rise to suchP&I Advance Receivables.     “Lien” means any security interest, mortgage, deed of trust, pledge, hypothecation,assignment, deposit arrangement, equity interest, encumbrance, lien (statutory or other),preference, participation interest, priority or other security agreement or preferentialarrangement of any kind or nature whatsoever, including any conditional sale or other titleretention agreement, or any financing lease having substantially the same economic effect as any ofthe foregoing.     “Loan” means any home equity loan, home equity line of credit, manufactured housingcontract or other mortgage loan or installment sales contract or similar asset serviced by theServicer pursuant to a Designated Servicing Agreement.     “Material Adverse Effect” means a material adverse effect upon (a) the business,operations, prospects, properties, assets or condition (financial or otherwise) of either Seller,whether on an individual basis or taken as a whole, or (b) the ability of either Seller to performits obligations under this Agreement or any Purchase Document to which it is a party or of thePurchaser to enforce or collect any of the Obligations.     “Maximum Purchase Amount” means the limitation on the aggregate Net Cash Investment byPurchaser in outstanding Ownership Interests purchased by Purchaser hereunder, such that theaggregate Net Cash Investment may not exceed $600,000,000 in the aggregate with respect to all suchOwnership Interests at any one time outstanding.     “MBS Loan” means a Loan serviced by a Servicer under a MBS Servicing Agreement.     “MBS Servicing Agreement” means a Servicing Agreement under which a Servicer servicesLoans on behalf of an MBS Trustee, which Loans underlie or secure one or more issues ofasset-backed securities.     “MBS Trust” means any of the bankruptcy-remote trusts or trust estates in which theLoans being serviced by a Servicer pursuant to the Designated Servicing Agreements that are MBSServicing Agreements, are held by the related MBS Trustee.     “MBS Trust Collection Account” means, collectively, any account(s) into which aServicer is required to deposit collections on MBS Loans, pending remittance of such collections tothe related MBS Trust, pursuant to the related MBS Servicing Agreement.
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     “MBS Trustee” means a trustee or indenture trustee for an MBS Trust (not including aGSE).     “Mortgaged Property” means the real property securing a Loan.     “Net Cash Investment” means, at any time, with respect to an Ownership Interest in oneor more Receivables and related Ancillary Rights purchased by Purchaser hereunder, an amount, notless than zero, equal to (a) the Purchase Price paid by Purchaser for such Ownership Interest,minus (b) all Collections remitted in good funds to Purchaser in respect of its OwnershipInterest, after giving effect to any adjustments in Collections made on or prior to such timepursuant to the reconciliation and adjustment provisions of Section 2(c) of this Agreement.     “Net Settlement Amount” has the meaning assigned to such term in Section 2(a)(4) ofthis Agreement.     “Non-Purchased Interest” means, with respect to one or more Receivables and relatedAncillary Rights with respect to which Purchaser has purchased an Ownership Interest representingan Ownership Percentage of less than 100%, the undivided fractional absolute ownership interest insuch Receivables and related Ancillary Rights not purchased by Purchaser.     “Non-Purchased Seller Interest” means, with respect to one or more Receivables andrelated Ancillary Rights in which Purchaser has purchased an Ownership Interest, any Non-PurchasedInterest retained by a Seller to the extent it has funded, with its own funds, the Advances givingrise to such Receivables and related Ancillary Rights or, in the case of P&I Receivables arisingfrom P&I Advances funded by such Seller as Servicer with Amounts Held for Future Distribution, tothe extent such Seller as Servicer has deposited its own funds into the related MBS TrustCollection Account in order to reimburse such MBS Trust Collection Account for such Amounts Heldfor Future Distribution used to make such P&I Advance.     “Obligations” shall mean and include all debts, liabilities, obligations, covenants,duties and amounts of any nature whatsoever arising under this Agreement, for which either Selleris now or hereafter obligated to Purchaser, of every kind and description (whether or not evidencedby any note or other instrument and whether or not for the payment of money or the performance ornonperformance of any act), direct or indirect, absolute or contingent, due or to become due,contractual or tortious, liquidated or unliquidated, whether arising under this or any otherpresent or future agreement or other documentation, or by operation of law or otherwise, nowexisting or hereafter arising (whether before or after the filing of any petition in bankruptcy byor against such Seller or the commencement of any other insolvency proceeding, including but notlimited to an assignment for the benefit of creditors), including, without limitation, any debt,liability or obligation now or hereafter owing from either Seller to others, and including withoutlimitation, all charges or any other payments Sellers are required to make to Purchaser, togetherwith all expenses and attorneys’ fees and costs chargeable to either Seller’s account or incurredby Purchaser in connection with either Seller’s account, whether provided for herein or in any suchother agreement or documentation.     “Obligor” means any Person who owes or may be liable for payments under a Loan.     “100% Ownership Interest” means an Ownership Interest where the Ownership Percentageequals 100%.
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     “Owner” means (a) any MBS Trust or (b) any owner of a Loan being serviced by aServicer pursuant to a Designated Servicing Agreement other than a Person described in clause (a).     “Owner Collection Account” means any MBS Trust Collection Account or any otheraccount(s) into which a Servicer is required to deposit collections on Loans, pending remittance ofsuch collections to the related Owner, pursuant to the related Servicing Agreement.     “Ownership Amount” means, with respect to one or more Receivables and relatedAncillary Rights with respect to which Purchaser has purchased an Ownership Interest hereunder, anamount, determined as of any date, equal to the sum of the products of (i) the aggregateoutstanding Receivable Balance of each such Receivable as of such date, and (ii) the applicableOwnership Percentage determined as to each such Receivable as provided in Section 2(a)(2) hereof.     “Ownership Interest” means (a) with respect to a Corporate Advance or T&I Advance anundivided 100% ownership interest in a Purchased Receivable and related Ancillary Rights sold toand purchased by Purchaser hereunder, (b) with respect to a P&I Advance made after the Full P&ITracking Date an undivided 100% ownership interest in a Receivable and related Ancillary Rightssold to and purchased by Purchaser hereunder and (c) with respect to a P&I Advance made prior tothe Full P&I Tracking Date, an undivided fractional absolute ownership interest in a PurchasedReceivable and related Ancillary Rights sold to and purchased by Purchaser hereunder. If theOwnership Percentage is 100% with respect to any such Receivables and related Ancillary Rights, theterm “Ownership Interest” means full absolute ownership of such Receivables and related AncillaryRights.     “Ownership Percentage” means, with respect to one or more Receivables and relatedAncillary Rights with respect to which Purchaser has purchased an Ownership Interest hereunder,100% or such lesser percentage ownership that the undivided fractional interest comprising theOwnership Interest represents with respect to a Receivable and related Ancillary Rights, determinedas provided in Section 2(a)(2) of this Agreement.     “P&I Advance” means any advance made by a Seller as a Servicer pursuant to anyDesignated Servicing Agreement, of delinquent interest and/or principal that have not been timelypaid by Obligors, including, in any case where the Servicer uses any Amounts Held for FutureDistribution on deposit in a related MBS Trust Collection Account to make such disbursement inaccordance with the related Designated Servicing Agreement in lieu of making a P & I Advance withits own funds, the rights to be reimbursed for amounts subsequently deposited by the Servicer intosuch MBS Trust Collection Account from its own funds in order to reimburse such MBS TrustCollection Account for such Amounts Held for Future Distribution so used to make such P&I Advance.     “P&I Advance Receivable” means any Receivable representing the right to be reimbursedfor a P&I Advance.     “P&I Advance Reimbursement Amount” means any amount collected under any DesignatedServicing Agreement from Loan Obligors or other Owner or otherwise, which amount, by the terms ofsuch Designated Servicing Agreement, is payable to the related Servicer to reimburse it for P&IAdvances made by such Servicer.
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     “Person” means any individual, corporation, estate, partnership, limited liabilitycompany, limited liability partnership, joint venture, association, joint-stock company, businesstrust, trust, unincorporated organization, government or any agency or political subdivisionthereof, bank, savings and loan institution or other entity of a similar nature.     “Post-Closing Undertakings” means each of the requirements set forth onSchedule 5 (Post-Closing Undertakings Schedule) attached hereto and made a part hereof, assuch Schedule may be amended, supplemented or otherwise modified from time to time.     “Purchase Documents” means this Agreement, each Schedule and Exhibit hereto, eachAssignment of Purchased Receivables, each Release Agreement and all other agreements, documents,schedules, certificates and instruments at any time executed or delivered hereunder or pursuanthereto.     “Purchase Price” means, with respect to an Ownership Interest in a Receivable andrelated Ancillary Rights purchased by Purchaser hereunder, a dollar amount equal to (a) the productof (i) the Initial Ownership Amount of the Ownership Interest being purchased with respect to suchReceivable and related Ancillary Rights, and (ii) the applicable Purchase Price Rate with respectto the Advance Type of the Advance giving rise to such Receivable. After the Effective Date, thePurchase Price may be adjusted from time to time by the parties for subsequent purchases ofPurchased Receivables pursuant to and in accordance with Section 2(a)(3).     “Purchase Price Rate” means, with respect to the purchase on the Effective Date of anOwnership Interest in any Initial Purchased Receivable and related Ancillary Rights, the percentageset forth below for each Advance Type:     Advance Type  Purchase Price RateP&I Advances  85%T&I Advances  85%Corporate Advances  85%With respect to the purchase after the Effective Date of an Ownership Interest in any AdditionalPurchased Receivable and related Ancillary Rights, the Purchase Price Rate for each such AdvanceType may be adjusted from time to time by the parties pursuant to and in accordance with Section2(a)(3) and the applicable Purchase Price Rate for each Advance Type included in such subsequentpurchase shall be determined prior to the applicable Settlement Date and shall be set forth on theAssignment of Purchased Receivables for such Settlement Date.     “Purchased Assets” has the meaning assigned to that term in Section 2(a)(1)(C) of thisAgreement.
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     “Purchased Receivables” has the meaning assigned to that term in Section 2(a)(1)(B) ofthis Agreement.     “Purchaser’s Agent” has the meaning assigned to that term in Section 4.     “Purchaser Remittance Account” means the account identified as the PurchaserRemittance Account in Schedule 2 (Schedule of Accounts — Seller Account and PurchaserRemittance Account) to this Agreement.     “Receivable” means the contractual right to reimbursement pursuant to the terms of aDesignated Servicing Agreement for an Advance made by a Seller as Servicer pursuant to suchDesignated Servicing Agreement, which Advance has not previously been reimbursed, and including allrights of the Servicer to enforce payment of such obligation under the Designated ServicingAgreement and otherwise. A “Receivable” is not deemed to have been converted into cash, except tothe extent that its Receivable Balance is reduced in accordance with the definition of ReceivableBalance.     “Receivable Balance” means as of any date of determination and with respect to anyReceivable, the outstanding balance of such Receivable, which shall only be reduced to the extentthat cash in respect of reimbursement of the Advance giving rise to that Receivable has been thesubject of settlement in accordance with the provisions of Section 2(b) of this Agreement.     “Receivable R&W Breach Notice” has the meaning assigned to that term in Section 6(a)of this Agreement.     “Receivable R&W Cure Notice” has the meaning assigned to that term in Section 6(a) ofthis Agreement.     “Release Agreement” means a Release Agreement substantially in the form attachedhereto as Exhibit B.     “Removed Servicing Agreement” has the meaning assigned to that term in Section 2(f) ofthis Agreement.     “Reporting Schedule” has the meaning assigned to that term in Section 7(a) of thisAgreement, and includes each of the financial statements and reports and other items listed in suchSchedule 3 (Reporting Schedule) attached hereto, as the same may be amended, modified orsupplemented from time to time.     “ResCap” means Residential Capital, LLC, a Delaware limited liability company.     “ResCap 8.50% Noteholders’ Lien” means any Lien upon the Receivables and relatedAncillary Rights granted by RFC and GMAC Mortgage to the ResCap 2010 Indenture Trustee for thebenefit of the noteholders under the ResCap 2010 Indenture in or upon any of the Receivables or anymonies due or to become due or amounts received or receivable with respect to any Receivables, orany proceeds (including “proceeds” as defined in the UCC) thereof, or any rights of RFC or GMACMortgage to enforce any rights to reimbursement constituting any Receivables.
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     “ResCap 9.625% Noteholders’ Lien” means any Lien upon the Receivables and relatedAncillary Rights granted by RFC and GMAC Mortgage to the ResCap 2015 Indenture Trustee for thebenefit of the noteholders under the ResCap 2015 Indenture in or upon any of the Receivables or anymonies due or to become due or amounts received or receivable with respect to any Receivables, orany proceeds (including “proceeds” as defined in the UCC) thereof, or any rights of RFC or GMACMortgage to enforce any rights to reimbursement constituting any Receivables.     “ResCap Senior Secured Credit Facility” means that certain $3,500,000,000 LoanAgreement, dated as of June 4, 2008, by and among each of RFC and GMAC Mortgage as “Borrowers”,Residential Capital, LLC and other affiliates of RFC and GMAC Mortgage as “Guarantors” and“Obligors” thereunder, GMAC LLC, as “Lender Agent” and Wells Fargo Bank, N.A. in its capacity as“First Priority Collateral Agent”, as the same may be amended, supplemented, amended and restatedor otherwise modified from time to time.     “ResCap Senior Secured Credit Facility Agents” means each of GMAC LLC, as “LenderAgent” and Wells Fargo Bank, N.A. in its capacity as “First Priority Collateral Agent”, under theResCap Senior Secured Credit Facility and, in each case, any successor thereto in such capacity.     “ResCap Senior Secured Lien” means any Lien upon the Receivables and related AncillaryRights granted by RFC and GMAC Mortgage for the benefit of the Lenders party to the ResCap SeniorSecured Credit Facility in or upon any of the Receivables or any monies due or to become due oramounts received or receivable with respect to any Receivables, or any proceeds (including“proceeds” as defined in the UCC) thereof, or any rights of RFC or GMAC Mortgage to enforce anyrights to reimbursement constituting any Receivables.     “ResCap 2010 Indenture” means that certain Indenture, dated as of June 6, 2008,governing the rights and duties of ResCap under its 8.50% Senior Secured Guaranteed Notes due 2010,as amended, supplemented, amended and restated or otherwise modified from time to time.     “ResCap 2010 Indenture Trustee” means the trustee under the ResCap 2010 Indenture, orany successor thereto in such capacity.     “ResCap 2015 Indenture” means that certain Indenture, dated as of June 6, 2008,governing the rights and duties of ResCap under its 9.625% Junior Secured Guaranteed Notes due2015, as amended, supplemented, amended and restated or otherwise modified from time to time.     “ResCap 2015 Indenture Trustee” means the trustee under the ResCap 2015 Indenture, orany successor thereto in such capacity.     “Seller” means, with respect to a Receivable that is sold and purchased by Purchaserhereunder, the party whose funds were disbursed in making the Advance that gave rise to suchEligible Receivable and, if the funds were disbursed by GMAC Mortgage in its capacity as asubservicer under a Designated Service Agreement under which RFC is the servicer, then“Seller” shall mean RFC and GMAC Mortgage to the extent of their respective rights, titleand interests in and to such Receivable.
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     “Seller Account” means the account of the Sellers identified as the Seller Account inSchedule 2 (Schedule of Accounts — Seller Account and Purchaser Remittance Account) to thisAgreement.     “Seller Financing Agreements” means, collectively, the ResCap Senior Secured CreditFacility, the ResCap 2010 Indenture and the ResCap 2015 Indenture.     “Servicer” means either GMAC Mortgage or RFC, as the case may be, in its capacity asservicer or subservicer of Loans for and on behalf of an Owner under any particular DesignatedServicing Agreement. In the case of a Designated Servicing Agreement under which GMAC Mortgage isa subservicer and RFC is the servicer, the term “Servicer” shall mean and include GMACMortgage and RFC, individually and collectively.     “Servicer Termination Event” means, with respect to any Designated ServicingAgreement, the occurrence of any events or conditions, and the passage of any cure periods andgiving to and receipt by the Servicer of any required notices, as a result of which any Person hasthe current right to terminate the Servicer as Servicer under such Designated Servicing Agreement,or any actual or purported suspension, termination, removal or resignation by or with respect toGMAC Mortgage or RFC, as the case may be, as the Servicer under such Designated ServicingAgreement.     “Servicing Agreement” means any pooling and servicing agreement, sale and servicingagreement, servicing agreement, subservicing agreement or similar agreement pursuant to which aServicer is servicing Loans for and on behalf of an MBS Trust or other Owner, each as amended,modified or supplemented from time to time. In the case of a subservicing agreement (howeverdenominated) under which GMAC Mortgage is the subservicer and with respect to which RFC is theservicer under the related master servicing agreement (however denominated), the term “relatedServicing Agreement”, or words of similar import, shall mean and include such subservicingagreement and also such related master servicing agreement.     “Settle” and, with correlative meaning, the terms “Settled” and“Settlement” means the process of completing the purchase and payment for PurchasedReceivables and related Ancillary Rights on the Effective Date and on any subsequent SettlementDate in accordance with this Agreement.     “Settlement Date” means (a) with respect to the Initial Purchased Receivables, theEffective Date and (b) after the Effective Date, with respect to any Additional PurchasedReceivables, the date on which the sale and purchase of such Additional Purchased Receivable isSettled pursuant to the terms of this Agreement. Unless otherwise mutually agreed by the Sellersand Purchaser, each Settlement Date (other than the Effective Date) shall occur on a Business Dayfollowing the Effective Date and prior to the Termination Date and, in the case of P&I AdvanceReceivables, shall occur on one Business Day during each month, which Business Day shall bemutually agreed upon by Sellers and Purchaser from month to month; provided, that as toeach Settlement Date, Sellers have provided Purchaser with all required documentation andinformation with respect to the Purchased Receivables to be Settled on such date by no later than2: 00 P.M. New York City time on the immediately preceding Business Day.     “Solvent” has the meaning assigned to such term in Section 5(a)(7) of this Agreement.
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     “Stop Event” shall mean any Servicer Termination Event or Unmatured ServicerTermination Event.     “T&I Advance” means an advance made by a Seller as Servicer with respect to a Loanpursuant to such Servicer’s obligation to do so under the applicable Designated ServicingAgreement, of real estate taxes and assessments, or of hazard, flood or primary mortgage insurancepremiums, which were not timely paid by the related Obligor under the terms of the related Loan.     “T&I Advance Receivable” means any Receivable representing or relating to the right tobe reimbursed for a T&I Advance.     “Termination Date” has the meaning provided in Section 10(a).     “Termination Event” has the meaning assigned to such term in Section 8 of thisAgreement.     “Trustee” means, as applicable, the ResCap 2010 Indenture Trustee and the ResCap 2015Indenture Trustee.     “Trustee Notice” means a Trustee Notice substantially in the form attached hereto asExhibit C.     “UCC” means the Uniform Commercial Code, as in effect in the State of New York.     “Unmatured Servicer Termination Event” means, with respect to any Designated ServicingAgreement, the occurrence of any event or the existence of any state of facts or condition which,with notice and/or the passage of any applicable time period, will result in a Servicer TerminationEvent.     **Section 2. Purchase and Sale, Settlement, Collections.**     (a) (1) *Purchase and Sale of Initial Purchased Receivables and Additional PurchasedReceivables.*On the Effective Date of this Agreement, and subject to the provisions of thisAgreement (including, without limitation, the Maximum Purchase Amount and the satisfactionof each of the conditions precedent set forth in Section 3 hereof), pursuant to dulyexecuted Assignments of Purchased Receivables delivered on the Effective Date and on eachSettlement Date thereafter, each of the Sellers hereby sells, assigns, transfers andotherwise conveys to, and the Purchaser hereby purchases and acquires from each such Seller,without recourse except as provided herein:     (A) as of the Effective Date, Ownership Interests, each with anOwnership Percentage calculated as provided in Section 2(a)(2) below, in allof such Seller’s right, title and interest, whether now owned or hereafteracquired, in, to and under its Receivables existing as of the Effective Datewith respect to all Advances made by such Seller as Servicer under theDesignated Servicing Agreements identified on Attachment A toSchedule 1 (Schedule of Designated Servicing Agreements) hereto(such Ownership Interests described in this clause (A), the “InitialPurchased Receivables”),
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     (B) Ownership Interests, each with an Ownership Percentage calculatedas provided in Section 2(a)(2) below, in all of such Seller’s right, titleand interest, whether now owned or hereafter acquired, in, to and under itsReceivables existing as of each Settlement Date after the Effective Datewith respect to any Advances made by such Seller as Servicer under anyDesignated Servicing Agreement, to the extent (but only to the extent) suchReceivables have not previously been the subject of purchase and Settlementhereunder and are identified on the Assignment of Purchased Receivablesdelivered by such Seller to the Purchaser on the applicable Settlement Date(such Ownership Interests in the Receivables described in this clause (B),the “Additional Purchased Receivables” and, together with theInitial Purchased Receivables, the “Purchased Receivables”), and     (C) all monies due or to become due and all amounts received orreceivable with respect to the Purchased Receivables, and all proceeds(including “proceeds” as defined in the UCC) thereof, together with allrights of such Seller to enforce such rights to reimbursement constitutingsuch Purchased Receivables, including, without limitation, the rights toaccess and use all books and records related to the Purchased Receivables(all of the foregoing monies and amounts, proceeds, and rights to enforce,collectively, the “Ancillary Rights” and, together with thePurchased Receivables, collectively, the “Purchased Assets”).In the event that the Maximum Purchase Amount would be exceeded on any Settlement Date,Purchaser shall have the sole right to designate the Receivables that will be the subject ofthe Ownership Interests purchased and Settled on such date within such limits.          (2) *Applicable Ownership Percentage of Ownership Interest.*With respect to eachOwnership Interest purchased by Purchaser hereunder, the applicable Ownership Percentageshall be the fraction, expressed as a percentage, the numerator of which is the InitialOwnership Amount, and the denominator of which is the Receivable Balance of the Receivablewith respect to which, together with related Ancillary Rights, such Ownership Interest ispurchased.          (3) *Purchase Price.*In consideration of the sale, assignment, transfer and conveyanceto the Purchaser of the Purchased Assets upon the terms and subject to the conditions setforth in this Agreement, the Purchaser shall pay to the Sellers by wire transfer to theSeller Account (A) in the case of the Initial Purchased Receivables and Ancillary Rightsrelating thereto, on the Effective Date, in immediately available funds, an amount equal tothe Purchase Price with respect to the Initial Purchased Receivables, and (B) after theEffective Date, in the case of each Additional Purchased Receivable and Ancillary Rightsrelating thereto, on the related Settlement Date, an amount in immediately available fundsequal to the aggregate Purchase Price for such Purchased Assets transferred on such date.The computation of the Purchase Price for the Initial Purchased Assets shall assume nosubsequent purchase by Purchaser of Additional Purchased Assets. The Purchase Price for theAdditional Purchased Assets (i) shall be payable on a Settlement Date mutually agreed to bysuch Seller and the Purchaser and (ii) shall be an amount equal to the Purchase Price as
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may be adjusted to reflect such factors, if any, as such Seller and the Purchasermutually agree will result in a Purchase Price for the Purchased Assets on each suchSettlement Date determined to be the Fair Value of such Purchased Assets. Notwithstandingany other provision of this Agreement, neither of the Sellers shall be obligated to continueto sell Purchased Assets to the Purchaser to the extent that such Seller is not paid thePurchase Price therefore as provided herein.          (4) *Calculation of Net Settlement Amount.*To arrive at the net settlement amount (the“Net Settlement Amount”) for any Settlement Date, the following adjustments shall beapplied by Seller (and verified by Purchaser) to the Purchase Price for the Purchased Assetsbeing purchased and Settled on such Settlement Date:     (A) the amount of any adjustment to the Purchase Price agreed uponpursuant to Section 2(a)(3) shall be deducted in arriving at the NetSettlement Amount; and     (B) any amount due Purchaser in respect of the Interim CollectionsSettlement for such Settlement Date shall be deducted in arriving at the NetSettlement Amount.If the Net Settlement Amount is positive, then, by no later than 3:30 P.M. New York Citytime on the Settlement Date, Purchaser shall pay to the Sellers by wire transfer to theSeller Account for the benefit of Sellers, as their interests may appear, the Net SettlementAmount. If the Net Settlement Amount is negative, then, by no later than 3:30 P.M. New YorkCity time on the Settlement Date, the Sellers shall wire transfer to the PurchaserRemittance Account, in immediately available funds, the amount by which the Net SettlementAmount is less than zero. The respective obligations of Purchaser and Sellers to performwire transfers of the Net Settlement Amount as set forth in the immediately preceding twosentences are dependent upon a determination and communication to both parties of the thenapplicable Net Settlement Amount on or before 2:00 p.m. New York City time on the date onwhich such wire transfer is expected to be made, providedthat, if suchdetermination and communication occurs after 2:00 p.m. New York City time of such date, theapplicable wire transfer shall be made on or before 12:00 p.m. New York City time of thesucceeding Business Day.          (5) *Purchaser Remittance Account and Purchased Assets Property of Purchaser.*Notwithstanding any other provision of this Agreement to the contrary, all funds in thePurchaser Remittance Account shall be the sole property of Purchaser and Purchaser maywithdraw as its own property all or any funds in the Purchaser Remittance Account or at anytime without notice to Sellers.          (6) *No Assumption of Obligations By Purchaser.*Any purchase, sale, assignment,transfer and conveyance hereunder does not constitute an assumption by the Purchaser of anyobligations of the Sellers or any other Person to any Obligor or Owner or to any otherPerson in connection with the Purchased Receivables or any other agreement or instrumentrelating to the Purchased Receivables or any Non-Purchased Interest in any Receivables orrelated Ancillary Rights.
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          (7) *Maximum Purchased Amount; Suspension of Purchaser’s Obligations; Suspension ofSeller’s Obligation to Sell.*Notwithstanding any other provision of this Agreement to thecontrary, the Purchaser shall not be obligated to purchase or Settle the purchase of, andSeller shall not be obligated to sell, any Ownership Interests in Receivables or relatedrights or interests (A) to the extent such purchase or Settlement would result in theMaximum Purchase Amount being exceeded, or (B) if the Seller and Purchaser do not agree upon(i) an adjustment to the Purchase Price on any Settlement Date, if applicable, or (ii) inthe case of the Purchase Price for the first purchase of Ownership Interests in T&I AdvanceReceivables or Corporate Advance Receivables, the Purchase Price Rate applicable thereto.In the event (x) the Purchaser or either Seller exercises its rights hereunder to cease orsuspend its purchase or sale of any Receivables (including, without limitation, by reason ofany Incipient Termination Event or Stop Event or failure to agree upon the applicablePurchase Price or any adjustments thereto or (y) the purchase of any Ownership Interests inany Receivables cannot be or is not for any reason Settled on the next succeeding SettlementDate after such Receivables arise (including, without limitation, to avoid exceeding theMaximum Purchase Amount) other than by reason of an event described in the foregoing clause(x), then, upon and after any such event under the foregoing clauses (x) or (y), thePurchaser shall have no obligation to purchase, Settle or otherwise pay for or complete thepurchase of, and the related Seller shall have no obligation to sell or transfer, anyOwnership Interest in such Receivables or related Ancillary Rights with respect to suchReceivables, and, at the request of the related Seller, Purchaser shall release and reassignto the related Seller, without representation or warranty of any kind, nature ordescription, and without recourse, any right, title or interest in such Receivables andrelated Ancillary Rights theretofore created under this Agreement or any other PurchaseDocument.     (b) (1) *Interim Collections Settlements; Delivery of Collections Reports*. Sellers asPurchaser’s Agent, shall prepare and deliver to Purchaser a Collections Report with respectto all Advance Reimbursement Amounts relating to Receivables arising from Advances madeunder each Designated Servicing Agreement with respect to which Purchaser has purchased anOwnership Interest, to the extent such Advance Reimbursement Amounts are in its possessionor under its control, including any such amounts permitted to be withdrawn from the relatedOwner Collection Accounts (such amounts, the “Collections”). Until the Full P&ITracking Date with respect to a given Designated Servicing Agreement, such CollectionsReport with respect to Collections relating to P&I Advance Receivables shall only berequired to be delivered on the same date in each month following the Effective Date orother date upon which Purchaser first Settles its purchase of an Ownership Interest in anyP&I Advance Receivables arising under such Designated Servicing Agreement. After the FullP&I Tracking Date with respect to a Designated Servicing Agreement, and, in any event withrespect to Collections relating to T&I Advance Receivables or Corporate Advance Receivables,the Collections Report shall be delivered each Business Day.          (2) *Collections Settlement Date; Remittances to Purchaser’s Remittance Account.*By nolater than 2:00 P.M. New York City time on each day when a Collections Report is required tobe delivered under Section 2(b)(1) (each such day, a “Collections 
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Settlement Date”), Sellers, as Purchaser’s Agent, shall effect a remittance tothe Purchaser Remittance Account, in immediately available funds (A) out of the Collectionsattributable to P&I Advance Receivables arising under a given Designated ServicingAgreement, an amount thereof equal to the product of (i) the Interim P&I SettlementPercentage determined as of such Collections Settlement Date with respect to such DesignatedServicing Agreement and (ii) the amount of such Collections attributable to P&I AdvanceReceivables arising under such Designated Servicing Agreement, and (B) out of theCollections attributable to T&I Advance Receivables or Corporate Advance Receivables, thefull amount thereof in which Purchaser has purchased an Ownership Interest; *provided*, thatany amount otherwise to be remitted to the Purchaser Remittance Account under thisSection 2(b)(2) may instead be applied as a deduction in arriving at the Net SettlementAmount as provided in Section 2(a)(4) if the Collections Settlement Date is also aSettlement Date for the purchase of any Purchased Receivables by Purchaser.          (3) *Remittances to MBS Collection Accounts.*Sellers as Servicers shall also remit orotherwise restore to the applicable MBS Trust Collection Accounts, such portions of theCollections as are attributable to the Non-Purchased Interests in P&I Advance Receivablesthat were funded with Amounts Held for Future Distribution previously withdrawn by a Selleras Servicer under the related Designated Servicing Agreements on each date and as requiredpursuant to the applicable Designated Servicing Agreement, and Sellers shall remit to theapplicable Owners or Owner Collection Accounts, such portions of the Collections as areattributable to any other Non-Purchased Interest in any Receivable that is not aNon-Purchased Seller Interest on each date and as required pursuant to the applicableDesignated Servicing Agreement, *provided*, that nothing herein contained shall direct orrestrict the disposition of any portion of the Collections that is attributable to anyNon-Purchased Seller Interest.          (4) *No Withdrawal or Transfers by Sellers Between Collection Settlement Dates.*Duringany period between Collections Settlement Dates, Sellers shall not withdraw or transfer anyCollections from any Owner Collection Account, and such portions of the Collections as areattributable to the Purchased Receivables shall be deemed held in trust by Sellers asPurchaser’s Agent for the benefit of Purchaser.     (c) *Reconciliation of Interim Collections Settlements*. Sellers and Purchaser mutuallyagree and acknowledge that the procedures for allocating Collections in respect of P&IAdvance Receivables set forth in Section 2(b) are interim settlements only that are based onthe parties’ reasonable estimates of the relative interests in Collections relating to P&IAdvance Receivables with respect to which Purchaser has purchased an Ownership Interest.All interim settlements shall be subject to reconciliation and adjustment by the parties togive effect to the actual Ownership Interests in P&I Advance Receivables purchased byPurchaser from Sellers and any Non-Purchased Interests therein, as well as, to the extentapplicable, the allocation requirements of the Designated Servicing Agreements. Suchreconciliation and the making of adjusting payments between the Sellers, on the one hand,and the Purchaser, on the other hand, shall be effected as soon as practicable following theFull P&I Tracking Date for each Designated Servicing Agreement. If any other adjustmentsare necessary in order to give effect to the Ownership Interests purchased by
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Purchaser in any other Receivables, the parties shall cooperate with each other andmake adjustment payments as appropriate.     (d) *Initial Designated Servicing Agreements*. The Designated Servicing Agreements as ofthe Effective Date are identified on Attachment A to Schedule 1 (Schedule ofDesignated Servicing Agreements) attached hereto by a unique identifying number. SuchSchedule 1 hereto is referred to herein as the “Designated Servicing AgreementSchedule”.     (e) *Added Servicing Agreements*. At its option, and with the consent of the Purchaser,the Sellers may designate additional Servicing Agreements as Designated Servicing Agreementsunder this Agreement (each such Servicing Agreement so designated being sometimes referredto herein as an “Added Servicing Agreement”), by execution and delivery by theSellers and the Purchaser of an Assignment of Purchased Receivables, substantially in theform of Exhibit A attached hereto, together with a Schedule of Designated ServicingAgreements, substantially in the form of Schedule 1 attached thereto (it being understoodand agreed that the Designated Servicing Agreement Schedule shall be so supplemented).Subject to the provisions of this Agreement (including, without limitation, the MaximumPurchase Amount and the satisfaction of each of the conditions precedent set forth inSection 3 hereof), upon execution by each of the Sellers and the Purchaser of the relatedAssignment of Purchased Receivables, the Sellers shall thereupon be deemed to sell, transferand otherwise convey to the Purchaser, without recourse except as set forth herein, all ofsuch Seller’s right, title and interest in, to and under the Purchased Receivables andrelated Ancillary Rights arising from or relating to Advances made by Sellers as Servicersunder such Added Servicing Agreements. Such sale and purchase shall be Settled on eachSettlement Date occurring thereafter in accordance with the provisions of Section 2 to thesame extent as applicable to the Purchased Receivables and related Ancillary Rights arisingfrom or relating to Advances made by Sellers as Servicers under the Designated ServicingAgreements listed on Attachment A to Schedule 1 (Schedule of Designated ServicingAgreements) hereto on the Effective Date, including, without limitation, satisfaction ofeach of the conditions precedent set forth in Section 3 hereof.     (f) *Removal of Servicing Agreements*. Upon the occurrence or existence of a Stop Eventwith respect to a Designated Servicing Agreement, Purchaser shall have the right to requirethe removal of such Servicing Agreement as a Designated Servicing Agreement under thisAgreement immediately upon such occurrence or existence or at any time thereafter by writtennotice to the Seller who is the Servicer thereunder, and, immediately upon the giving ofsuch notice, such Servicing Agreement shall be deemed so removed (each such ServicingAgreement so removed being sometimes referred to herein as a “Removed ServicingAgreement”). As soon as possible, and in any event prior to the next Settlement Datefollowing such notice, the Purchaser and the Sellers shall execute and deliver to each otheran updated Designated Servicing Agreements Schedule. Upon such removal, the Purchaser shallautomatically and immediately have no obligation to purchase, Settle or otherwise pay for orcomplete the purchase of any Ownership Interests in Receivables arising from Advances madeunder the Removed Servicing Agreement or as to any related Ancillary Rights with respect tosuch Receivables, and, at the request of the related Seller, Purchaser shall release andreassign to the related Seller, without representation or warranty of any kind, nature ordescription, and without recourse, any right, title or interest in such
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Receivables and related Ancillary Rights theretofore created under this Agreement orany other Purchase Document but as to which Settlement has not yet occurred.     (g) *Books and Records*. Each of the Sellers shall, at its own expense, on or prior tothe (A) Effective Date, in the case of the Initial Purchased Receivables, and (B) theapplicable Settlement Date, in the case of Additional Purchased Receivables, deliver toPurchaser an Assignment of Purchased Receivables applicable to such Settlement Date andindicate in its books and records (including its computer files) that all PurchasedReceivables created in connection with such Designated Servicing Agreements and the relatedAncillary Rights have been sold to the Purchaser in accordance with this Agreement. Each ofthe Sellers agrees that it shall not alter the indication referenced in this paragraph withrespect to any Designated Servicing Agreement. If a third party, including a potentialpurchaser of Receivables, should inquire, such Seller will promptly indicate that thePurchased Receivables and related Ancillary Rights have been sold, assigned and transferredin accordance with this Agreement and will claim no ownership interest therein.     (h) *Designated Servicing Agreements Schedule*. The Designated Servicing AgreementSchedule, as supplemented and amended, collectively shall be marked as Schedule 1(Schedule of Designated Servicing Agreements) to this Agreement, shall be incorporated intoand made a part of this Agreement and shall be updated by the Sellers on each date on whicha Designated Servicing Agreement is added or removed.     (i) *Assignment of Purchased Receivables*. On each Settlement Date on which thePurchaser shall pay the related Purchase Price or otherwise Settle for any PurchasedReceivables and related Ancillary Rights, each of the Sellers and the Purchaser shallexecute an Assignment of Purchased Receivables which shall identify the Receivables withrespect to the Designated Servicing Agreements described therein and any related AncillaryRights that are the subject to the purchase by Purchaser of an Ownership Interest inaccordance with provisions hereof and any other Purchase Document as of such SettlementDate.     (j) *Fair Value*. Sellers and Purchaser acknowledge, confirm and agree that the PurchasePrice paid for the Purchased Receivables purchased by Purchaser from each Seller constitutesFair Value. Without limiting the foregoing, each of the Sellers and Purchaser agree thatsuch Purchase Price paid constitutes reasonably equivalent value and fair consideration forthe sale and transfer by each Seller to the Purchaser of such Purchased Receivables and therelated Ancillary Rights, no such purchase and sale has been or is being made for or onaccount of an antecedent debt and no such purchase and sale has been or is being or will bemade with any intent to hinder, delay or defraud any of such Seller’s creditors.     (k) *No Purchaser Liability; Indemnification by Sellers*. Nothing contained in thisAgreement shall impose upon Purchaser any duty to see to the proper treatment or handling bySellers as Servicers of Advances, Collections or otherwise, nor shall Purchaser have anyliability for any act or omission by Sellers as Servicers with respect to the propertreatment or handling by Sellers of Advances, Collections or otherwise. Each of the Sellersshall indemnify and hold Purchaser, and its officers, directors, employees, shareholders,agents and attorneys (each and “Indemnitee” and, collectively, the“Indemnitees”) harmless, from
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and against any claim, liability, loss, damage, cost or expense, including reasonableattorneys’ fees and legal expenses in any way arising out of or relating to any breach ofany of such Seller’s representations, warranties or covenants under this Agreement or anyother Purchase Document.     (l) *No Conflict With Sellers’ Obligations as Servicer Under Servicing Agreements.*Nothing contained in this Agreement shall require either Seller as Servicer under anyServicing Agreement to take any action or omit to take any action which is expresslyprohibited under such Servicing Agreement; it being acknowledged by Sellers that Sellersshall promptly notify Purchaser in writing if any such prohibition exists at any time andfrom time to time.          **Section 3. Conditions Precedent.**     The obligation of the Purchaser to purchase, and the obligation of Sellers to sell, anyReceivables and the Purchased Assets in accordance with the terms of this Agreement, on theEffective Date and on each Settlement Date thereafter, is subject to the prior fulfillment of eachof the following conditions set forth below and the accuracy of all the representations andwarranties of each of the Sellers set forth herein and in the Purchase Documents.          (a) *Conditions Precedent to Effectiveness and Purchaser’s Obligation to Purchase the InitialPurchased Receivables*. In addition to the conditions precedent set forth in Section 3(b) below, theobligation of the Purchaser to purchase the Initial Purchased Receivables on the Effective Date issubject to the following conditions precedent:               (1) *Execution of this Agreement*. The parties hereto shall have executed thisAgreement.               (2) *Closing Deliveries*. The Purchaser shall have received, in form and substancesatisfactory to the Purchaser, all documents, instruments and information identified onSchedule 4 (Closing Checklist Schedule) attached hereto and all other agreements,notes, certificates, orders, authorizations, financing statements and other documents whichthe Purchaser may at any time reasonably request.               (3) *Maximum Purchase Amount*. After giving effect to the purchase of the InitialPurchased Receivables, the Maximum Purchase Amount will not be exceeded.               (4) *Performance of Agreements*. Each Seller shall have performed in all materialrespects all agreements and satisfied all conditions which any Purchase Document providesshall be performed by it on or before such date.               (5) *No Prohibition*. No order, judgment or decree of any court, arbitrator orGovernmental Authority shall purport to enjoin or restrain the Purchaser or either Sellerfrom entering into this Agreement or any other Purchase Document and/or from effecting anypurchase and sale of any Receivable or Purchased Asset as contemplated hereby.
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               (6) *Delivery of Release Agreement*. The Purchaser shall have received a duly executedcopy of a Release Agreement from each of the ResCap Senior Secured Credit Facility Agents.               (7) *Delivery of Consent Agreement*. The Purchaser shall have received a duly executedcopy of a Consent Agreement to the Purchase Documents and the transactions contemplatedhereunder and thereunder from the ResCap Senior Secured Credit Facility Agents, in form andcontent satisfactory to Purchaser.               (8) *UCC Searches*. The Purchaser shall have received certified copies of UCC Searches,or other evidence satisfactory to it, listing all effective financing statements which nameany of the Sellers (under such Seller’s present name, any previous name or any trade ordoing business name) as debtor and covering all such jurisdictions as the Purchaser shallreasonably determine.               (9) *UCC-1s, etc*. The Purchaser shall have received evidence satisfactory to it that,upon the filing and recording of instruments delivered by each of the Sellers, the Purchaserfor its own benefit and the benefit of any of its assigns shall have a valid and perfectedownership interest in the Purchased Receivables and all Ancillary Rights, free and clear ofall Adverse Claims, including copies of UCC and other applicable personal property Liensearch reports and all effective financing statements listed therein, in each case as may bereasonably required by the Purchaser.               (10) *Release of Liens*. The Purchaser shall be satisfied that immediately before orsimultaneously with giving effect to the purchase of such Receivables by Purchaser, allLiens on and in respect of such Receivables shall be have released.               (11) *Payment of Purchaser’s Costs and Expenses*. The Purchaser shall have received, inaccordance with Section 10(c), payment of all reasonable costs and expenses requested by thePurchaser to be paid or reimbursed by the Sellers on or prior to the Effective Date.          (b) *Conditions Precedent to Purchaser’s Obligations to Purchase any Purchased Receivables*.The obligation of the Purchaser to purchase any Ownership Interest in a Receivable is subject tothe further conditions precedent that on the date of such purchase the following statements shallbe true and correct:               (1) All of the representations and warranties of each of the Sellers under Section 5(a)of this Agreement shall be true and correct at such time in all material respects as if madeat such time, both before and immediately after giving effect to such purchase and theapplication of the proceeds therefrom, and after giving effect to any updates to informationprovided to the Purchaser in accordance with the terms of such representations andwarranties; and               (2) No Incipient Termination Event or Termination Event has occurred and is continuing,or would result from such purchase or from the application of any proceeds therefrom; and
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               (3) The Purchaser shall have received such other certificates, reports, statements,opinions of counsel or other documents as the Purchaser may reasonably request.     **Section 4. Sellers as Purchaser’s Agents and Appointment of Purchaser as Attorney-in-Fact.**     *Sellers as Purchaser’s Agents*. The servicing, administering and collection of the Receivablesshall be conducted by the applicable Seller as Servicer as agent of the Purchaser (in suchcapacity, individually and collectively, “Purchaser’s Agent”), in accordance with thisAgreement and the terms and conditions of each applicable Designated Servicing Agreement. EachPurchaser’s Agent hereby agrees to perform, take or cause to be taken all such action as may benecessary or advisable (or as instructed by the Purchaser) to collect each Receivable from time totime all in accordance with the terms and conditions of the applicable Designated ServicingAgreement and applicable laws, rules and regulations and with the care and diligence which eachPurchaser’s Agent employs in servicing similar receivables for its own account. The Purchaserhereby appoints each Purchaser’s Agent as its agent to enforce the Purchaser’s rights and interestsin, to and under the Receivables and the Purchased Assets with respect thereto. The Purchaser mayrevoke and terminate the appointment of either or both of the Sellers as the Purchaser’s Agent atany time upon thirty (30) days prior written notice to the applicable Seller or Sellers and Owneror Owners.     **Section 5. Representations, Warranties and Certain Covenants of Sellers.**     Each of the Sellers hereby makes on its own behalf (severally and not jointly) the followingrepresentations and warranties for the benefit of the Purchaser and its assignees, on which thePurchaser is relying in purchasing and accepting the Purchased Receivables and Purchased Assets andin executing this Agreement. The representations and warranties in Section 5(a) are made as of thedate of this Agreement, and as of each Settlement Date. The representations and warranties inSection 5(b) are made on the Effective Date with respect to the Initial Purchased Receivables andas of the applicable Settlement Date with respect to the Additional Purchased Receivables that arepurchased on such Settlement Date. Such representations and warranties shall survive the sale,assignment, transfer and conveyance of any Purchased Receivables to the Purchaser and are asfollows:          (a) *General Representations, Warranties and Covenants*.          (1) *Organization and Good Standing*. Such Seller (A) is duly formed, validly existingand in good standing under the laws of the jurisdiction in which it was formed, (B) has allgovernmental licenses, authorizations, consents and approvals, necessary to own its assetsand carry on its business as now being or as proposed to be conducted, (C) is qualified todo business and is in good standing in all other jurisdictions in which the nature of thebusiness conducted by it makes such qualification necessary, and (D) is in compliance inwith all requirements of law, except where the failure to licensed, qualified or in goodstanding in any jurisdiction, or where the failure to be in compliance with the laws of anyjurisdiction, would not reasonably be expected to have a Material Adverse Effect.
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          (2) *Power and Authority; Binding Obligation*. Such Seller has all necessary limitedliability company or other power, authority and legal right to execute, deliver and performits obligations under this Agreement and each other Purchase Document to which it is aparty; the execution, delivery and performance by such Seller of this Agreement to which itis a party has been duly authorized by all necessary limited liability company or otheraction on its part; and this Agreement and each other Purchase Document has been duly andvalidly executed and delivered by such Seller and constitutes a legal, valid and bindingobligation of such Seller, enforceable against such Seller in accordance with its terms,except as enforceability may be limited by applicable bankruptcy, insolvency marshalling andother similar laws governing the rights of creditors generally and by general principles ofequity.          (3) *No Violation*. Neither (A) the execution and delivery of this Agreement or anyother Purchase Document to which such Seller is a party, nor (B) the consummation of thetransactions herein and therein contemplated in compliance with the terms and provisionshereof and/or thereof, as the case may be, will conflict with or result in a breach of thelimited liability company agreement or other constitutive documents, as applicable, ofeither Seller, or any applicable law, rule or regulation, or any order, writ, injunction ordecree of any governmental authority, or other agreement or instrument to which such Person,or any of its subsidiaries, is a party or by which any of them or any of their property isbound or to which any of them or their property is subject, or constitute a default underany such agreement or instrument, or (except for the liens created or permitted pursuant tothis Agreement or any other Purchase Document to which such Seller is a party) result in thecreation or imposition of any lien upon any property of such Person, pursuant to the termsof any such agreement or instrument, except where such conflict or breach, default or lienwould not reasonably be expected to have a Material Adverse Effect.          (4) *No Proceedings*. There are no proceedings or investigations pending or, to the bestknowledge of such Seller, threatened, against such Seller before any governmental authority(A) asserting the invalidity of this Agreement or any other Purchase Document, (B) seekingto prevent the consummation of any of the transactions contemplated by this Agreement or anyother Purchase Document, (C) seeking any determination or ruling that, in the reasonablejudgment of such Seller, would materially and adversely affect the performance by suchSeller of its obligations under this Agreement or any other Purchase Document, or (D)seeking any determination or ruling that, in the reasonable judgment of such Seller, wouldmaterially and adversely affect the validity or enforceability of this Agreement or anyother Purchase Document.          (5) *No Consents Required*. No consent, approval, authorization or order of any court orgovernmental agency or body is required for the execution, delivery and performance by suchSeller of or compliance by such Seller with this Agreement, the sale of the Receivables orthe consummation of the transactions contemplated by this Agreement, except for consents,approvals, authorizations and orders which have been obtained, except for filings andrecordings in respect of this Agreement.          (6) *Information*. No written statement, report or other document furnished or to befurnished pursuant to this Agreement (including, without limitation, any
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Schedule hereto) contains or will contain any statement that is or will be inaccurateor misleading in any material respect. There are no facts relating to and known by suchSeller which when taken as a whole may impair the ability of such Seller to perform itsobligations under this Agreement or any other Purchase Document, which have not beendisclosed herein or in the certificates and other documents furnished by or on behalf ofsuch Seller pursuant hereto or thereto specifically for use in connection with thetransactions contemplated hereby or thereby. Without limiting the foregoing, allinformation for Loan-level tracking, reporting and reconciliation as to Advances,Receivables and Collections is currently captured on the Sellers’ books and records, exceptthat, prior to the Full P&I Tracking Date, some of the necessary information may not existin a readily accessible form or system to permit daily Loan-level tracking, reporting andreconciliation as to P&I Advances, P&I Advance Receivables and Collections relating thereto.          (7) *Solvency*. Each of the Sellers is Solvent. The amount of consideration beingreceived by each Seller upon its sale and transfer of any Receivable to the Purchaserconstitutes reasonably equivalent value and fair consideration for such Receivable. NoSeller is selling or transferring any Receivable with any intent to hinder, delay or defraudany of its creditors. As used herein, the term “Solvent” means, with respect toeach of the Sellers on a particular day, that on such date (i) the value of the assets ofsuch Seller, taking into account the fair value of assets accounted for on a fair valuebasis and the carrying value of other assets, is greater than the total amount of theliabilities of such Seller (including the fair value of liabilities), (ii) such Seller isable to realize upon its assets and pay its debts and other liabilities as they mature,assuming an orderly disposition, and (iii) such Seller does not have unreasonably smallcapital with which to conduct its business..          (8) *Remittance Requirements to MBS Collection Accounts*. Each Designated ServicingAgreement expressly requires the Sellers as Servicers to remit or otherwise restore to theapplicable MBS Trust Collection Accounts such portions of the Collections as areattributable to the P&I Advance Receivables that are funded with Amounts Held for FutureDistribution withdrawn by a Seller as Servicer under the applicable Designated ServicingAgreement.          (b) *Representations, Warranties and Covenants Concerning the Receivables*.          (1) *Eligible Receivables*. Each Receivable is an Eligible Receivable, and eachReceivable and all Ancillary Rights related thereto conveyed to the Purchaser has beenconveyed to the Purchaser free and clear of any Adverse Claim (other than any lien formunicipal or other local taxes of such Seller if such taxes are not then due and payable).This Agreement in the case of the Initial Purchased Receivables and all Ancillary Rightsrelated thereto and, in the case of any Additional Purchased Receivables and all AncillaryRights related thereto, the applicable Assignment of Purchased Receivables, constitutes anabsolute sale to the Purchaser of all of such Seller’s absolute ownership in, to and undersuch Receivables and related Ancillary Rights, and such sale is perfected under theapplicable UCC.          (2) *Title to Receivables*. Immediately prior to the transfer and sale to the Purchaseras herein contemplated (or, in case of any Receivable subject to the ResCap Senior
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Secured Lien, the ResCap 8.50% Noteholders’ Lien or the ResCap 9.625% Noteholders’Lien, contemporaneously with the purchase thereof by the Purchaser hereunder the release ofall such Liens), such Seller had good and marketable title to each Receivable, free andclear of all Adverse Claims.          (3) *Assignment Permitted under Servicing Agreements*. The rights to reimbursement forthe Advances under each Designated Servicing Agreement may be assigned to the Purchaser ascontemplated hereunder and such assignment will not violate the terms or require any consentunder the related Designated Servicing Agreement or any other document or agreement to whichsuch Seller is a party or to which its assets or properties are subject.          (4) *Information Set Forth in Schedules*. The information set forth in any Schedule tothis Agreement, any Schedule of Designated Servicing Agreements and in any Schedule attachedto any Assignment of Purchased Receivables is true and correct with respect to anyReceivables in existence as of its date.          (5) *No Defenses*. As of the applicable Settlement Date, each Receivable representsvalid entitlement to be paid, has not been repaid in whole or in part or been compromised,adjusted, extended, satisfied, subordinated, rescinded, waived, amended or modified, and isnot subject to compromise, adjustment, extension, satisfaction, subordination, rescission,set-off, counterclaim, defense, waiver, amendment or modification by any Person.          (6) *No Government Receivables*. No Receivable is due from the United States of Americaor any State or from any agency, department or instrumentality of the United States ofAmerica or any State.          (7) *No Pending Proceedings*. There are no proceedings pending, or, to the best of suchSeller’s knowledge, threatened, wherein any governmental agency has (A) alleged that anyReceivable is illegal or unenforceable, (B) asserted the invalidity of any Receivable or (C)sought any determination or ruling that might adversely affect the payment or enforceabilityof any Receivable.          (8) *Sellers’ Reporting Obligations*. With respect to each Receivable, such Seller isnot aware of any respect in which such Seller may be unable to perform its reportingobligations as set forth herein.          (9) *Enforceability; Compliance with Laws*. Each Receivable is enforceable in accordancewith its terms set forth in the related Designated Servicing Agreement. Each Advancecomplies with all applicable laws, including those relating to consumer protection, is validand enforceable and is not subject to any set-off, counterclaim or other defense to paymentby the Obligor, the related Owner or any other Person.          (10) *No Consent Required*. Each Receivable is assignable by such Seller and itssuccessors and assigns, without the consent of any other Person (except any such consentthat shall have been obtained).
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          (c) *Representations and Warranties of the Purchaser.*As of the Effective Date and eachSettlement Date, the Purchaser hereby represents and warrants to, and agrees with, the Sellersthat:          (1) *Organization and Good Standing*. The Purchaser is a limited liability company dulyformed and validly existing under the laws of the State of Delaware, and has, in allmaterial respects, full power and authority to own its properties and conduct its businessas such properties are presently owned and such business is presently conducted, and toexecute, deliver and perform its obligations under this Agreement.          (2) *Due Authorization*. The execution and delivery by the Purchaser of this Agreementand any other document or instrument delivered pursuant hereto, including any Assignment ofPurchased Receivables, to which the Purchaser is a party, and the consummation by thePurchaser of the transactions provided for in this Agreement and any such Assignment ofPurchased Receivables, have been duly authorized by the Purchaser by all necessary companyaction on part of the Purchaser.          (3) *No Conflict or Violation*. The execution and delivery by the Purchaser of thisAgreement, the performance by the Purchaser of the transactions contemplated by thisAgreement and the fulfillment by the Purchaser of the terms of this Agreement applicable tothe Purchaser, will not conflict with or violate any law applicable to the Purchaser orconflict with, result in any breach of any of the material terms and provisions of, orconstitute (with or without notice or lapse of time or both) a material default under, anyindenture, contract, agreement, mortgage, deed of trust or other instrument to which thePurchaser is a party or by which it or any of its properties are bound.          (4) *No Proceedings*. There are no proceedings or investigations pending or, to the bestknowledge of the Purchaser, threatened, against the Purchaser before any governmentalauthority (A) asserting the invalidity of this Agreement or any other Purchase Document, (B)seeking to prevent the consummation of any of the transactions contemplated by thisAgreement or any other Purchase Document, (C) seeking any determination or ruling that, inthe reasonable judgment of the Purchaser, would materially and adversely affect theperformance by the Purchaser of its obligations under this Agreement or any other PurchaseDocument, or (D) seeking any determination or ruling that, in the reasonable judgment of thePurchaser, would materially and adversely affect the validity or enforceability of thisAgreement or any other Purchase Document.          (5) *All Consents*. All authorizations, consents, orders or approvals of orregistrations or declarations with any governmental authority required to be obtained,effected or given by the Purchaser in connection with the execution and delivery by thePurchaser of this Agreement and the performance by the Purchaser of the transactionscontemplated by this Agreement have been duly obtained, effected or given and are in fullforce and effect.          (d) *Survival*. It its understood and agreed that the representations and warranties andcovenants set forth in this Section 5 shall survive sale of the Purchased Assets to the Purchaser.Upon discovery by any Seller of a breach of any of the foregoing representations and warranties in
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this Section 5, such Seller shall give written notice to the Purchaser within three (3)Business Days following such discovery.     **Section 6. Specific Remedies Upon Breach of Representations, Warranties and CovenantsConcerning the Receivables.**          (a) The Sellers shall notify the Purchaser and its assignees promptly and, in any event, nolater than five (5) days (it being acknowledged and agreed that any failure to provide such noticeor any failure to provide such notice within such time shall be an Incipient Termination Eventhereunder) in writing (or, in the event such discovery is by the Purchaser, the Purchaser shallnotify the Sellers in writing promptly), upon the discovery of any breach of a Seller’srepresentations and warranties in Section 5(b) above that pertain to a Receivable, which breachmaterially and adversely affects the interests of the Purchaser and its assignees in the relatedReceivables (such written notice being referred to herein as a “Receivable R&W BreachNotice”). Unless such breach shall have been waived in writing by the Purchaser or such breachshall have been cured (to the extent, and only to the extent, such breach is curable) within ten(10) days after the Purchaser’s receipt or delivery to the Sellers (as the case may be) of suchReceivable R&W Breach Notice, such that the relevant representation and warranty shall be true andcorrect in all material respects as if made on such day, and the Sellers shall have delivered tothe Purchaser and its designees an Officer’s Certificate describing the nature of such breach andthe manner in which the relevant representation and warranty became true and correct (such writtennotice being referred to herein as a “Receivable R&W Cure Notice”), the Sellers shallrepurchase the Ownership Interest in each affected Receivable from the Purchaser or its assigneefor a repurchase price equal to the Ownership Amount of the Purchaser’s Ownership Interestsaffected Receivable.          (b) The Sellers shall accept reassignment of any Purchased Receivables described in Section6(a) from the Purchaser on the date on which such Purchased Receivables are reassigned to thePurchaser pursuant to such Section, and shall pay for such reassigned Purchased Receivables bypaying to the Purchaser in immediately available funds an amount equal to the unpaid balance ofsuch Purchased Receivables. Upon reassignment of such Purchased Receivables, the Purchaser shallautomatically and without further action sell, transfer, assign, set-over and otherwise convey tothe applicable Seller, without recourse, representation or warranty, all the right, title andinterest of the Purchaser in and to such Purchased Receivables, all monies due or to become due andall amounts received or receivable after the date of reassignment with respect thereto, allcollections after the date of reassignment with respect thereto, and all proceeds (including“proceeds” as defined in the UCC) thereof. Such reassigned Purchased Receivables shall be treatedby the Purchaser as collected in full as of the date on which they were reassigned. The Purchasershall execute such documents and instruments of transfer or assignment and take such other actionsas shall reasonably be requested by the Sellers to effect the conveyance of such PurchasedReceivables and other property pursuant to this Section 6(b).          (c) The Purchaser’s obligation (if any) to purchase any Ownership Interest in Receivablesshall automatically be suspended (and any purchases of any Ownership Interest in Receivables shallbe at the sole discretion of the Purchaser) during the period beginning upon the earlier of (1) thedate of Purchaser’s receipt (or the date of Purchaser’s delivery to the Sellers, as the case maybe) of a Receivable R&W Breach Notice and (2) the date upon which such Receivable R&W Breach Noticewas required to be delivered by the Sellers pursuant to Section 6(a) and ending
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on the earlier of (A) the date the Purchaser receives a Receivable R&W Cure Notice withrespect thereto and (B) the date the Sellers shall have repurchased such affected Receivable.     **Section 7. General Covenants of Sellers.**     Each of the Sellers covenants and agrees that from the date of this Agreement until thetermination of this Agreement:          (a) *Information; Reporting*. The Sellers shall provide the Purchaser with the financialstatements, reports and other items identified on Schedule 3 (Reporting Schedule) attachedto this Agreement (as the same may be amended, modified or supplemented from time to time by thePurchaser, the “Reporting Schedule”).          (b) *No Liens, Etc*. *Against Receivables and Trust Property*. Such Seller hereby covenants that,except for the transfers hereunder and as of any date on which Ownership Interests in Receivablesare purchased, it will not sell, pledge, assign or transfer to any other Person, or grant, create,incur or assume any Lien on any of the Receivables or related Ancillary Rights, or any interesttherein. Such Seller shall notify the Purchaser and its designees of the existence of any Lien(other than as provided above) on or Adverse Claim with respect to any Purchased Receivable or anyof the other Purchased Assets immediately upon discovery thereof; and such Seller shall defend theright, title and interest of the Purchaser and its assignees in, to and under the PurchasedReceivables and the other Purchased Assets against all claims of third parties claiming through orunder such Seller. Such Seller shall take all actions as may be necessary to ensure that theownership of the Purchased Receivables and the other Purchased Assets is conveyed to the Purchaserpursuant to this Agreement. In addition, such Seller shall take all actions as may be necessary toensure that, if this Agreement were deemed to create, or does create, a security interest in anyPurchased Receivables or any of the other Purchased Assets, such security interest would be aperfected security interest of first priority under applicable law and will be maintained as such.          (c) *Prior Notice of Change of Name, Locations, etc*. Such Seller shall provided the Purchaserwith at least thirty (30) days advance written notice of any: (1) change of name or of any newtrade name or fictitious business name of such Seller, (2) change of principal place of business ofsuch Seller, (3) change in the location of such Seller’s books and records, (4) new location forsuch Seller’s books and records, or (5) changes in either Seller’s state or other jurisdiction oforganization or its organizational identification number.          (d) *Keeping of Records and Books of Account*. Such Seller shall maintain accurate, completeand correct documents, books, records and other information which is reasonably necessary for thecollection of all Receivables arising under a Designated Servicing Agreement (including, withoutlimitation, records adequate to permit the prompt identification of each new Receivable and allcollections of, and adjustments to, each existing Receivable).          (e) *Inspection*. Such Seller shall permit the Purchaser and any authorized representativesdesignated by the Purchaser to visit and inspect any of the properties of such Seller or any of itssubsidiaries, including their financial and accounting records (including all documents, books,records and information referred to in the foregoing Section 7(f)), and, in conjunction with suchinspection, to make copies and take extracts therefrom, and to discuss their affairs, finances and
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business with their officers and such Seller’s accountants, at such reasonable times duringnormal business hours and as often as may be reasonably requested.          (f) *Taking of Necessary Actions*. Such Seller shall perform all actions necessary orreasonably requested by Purchaser to sell, transfer, convey and absolutely assign the PurchasedReceivables and the other Purchased Assets to the Purchaser and its assigns, including, withoutlimitation, any necessary notifications to the MBS Trustees, such other Owner or other parties.          (g) *No Alteration of Payment Terms*. Such Seller shall not, and shall not exercise any rightto (whether contractual, pursuant to any Designated Servicing Agreement, any applicable law orotherwise), without the prior written consent of the Purchaser (which consent shall be at the soleand absolute discretion of the Purchaser) modify in any way the priority of payment or paymentright of any Purchased Receivable as contemplated hereunder and as provided under the applicableDesignated Servicing Agreements in any manner that would have a material adverse effect on theability of the Seller to ultimately recover the related Purchased Receivables.          (h) *Sale Treatment*. Such Seller will not (1) account for (including for financial accountingand tax purposes), or otherwise treat, the transactions contemplated by this Agreement in anymanner other than as a sale of Ownership Interests in Receivables by such Seller to Purchaser, or(2) account for or otherwise treat the transactions contemplated hereby in any manner other than asa sale of Ownership Interests in Receivables. In addition, each such Seller shall disclose (in afootnote or otherwise) in all of its financial statements (including any such financial statementsconsolidated with any other Person’s financial statements) the existence and nature of thetransaction contemplated hereby and the interest of Purchaser in the Purchased Receivables and theother Purchased Assets, collections and proceeds with respect thereto.          (i) *Further Assurances*. Promptly upon request from the Purchaser, each of the Sellers will(1) correct any material defect or error that may be discovered in this Agreement or any PurchaseDocument or in the execution, acknowledgment, filing or recordation thereof, and (2) do, execute,acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all suchfurther acts, deeds, certificates, assurances and other instruments as Purchaser may reasonablyrequest from time to time in order to carry out more effectively the purposes of this Agreement andthe other Purchase Documents.          (j) *Compliance with Servicing Agreements*. Each Seller will comply with the terms andconditions of the Servicing Agreements to which it is a party, except for where failure to socomply would not have a Material Adverse Effect and would not impair the right, title or interestof Purchaser in any Purchased Assets or impair the collectibility of any Purchased Receivables.          (k) *Post-Closing Obligations*. Such Seller shall comply with each of the Post-ClosingUndertakings set forth on Schedule 5 (“Post-Closing Undertakings Schedule”) attached heretoon or before the date referred to with respect to such requirement.          (l) *No Deposit Account Control Agreements*. No Seller shall, with respect to any depositaccount at any time maintained by a Seller or any Affiliate of a Seller to, in or through which anyAdvance Reimbursement Amounts are deposited or transferred, grant, execute or suffer to exist infavor of any Person a control agreement with respect to any such deposit account. Sellers
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acknowledge, confirm and agree that in the event of the occurrence of a Change of Control,Sellers shall advise any successor entity to any Seller of the existence of this covenant, Section7(1), and obtain such successor entity’s agreement to be bound hereby. In the event of anySeller’s failure to comply with the foregoing sentence, without limiting Purchaser’s right to ceaseor suspend its obligation to purchase Receivables as contemplated herein, Purchaser shall have theright to notify such successor entity of the existence of this Section 7(1).     **Section 8. Termination Events; Purchase Suspension; Purchase Termination.**          (a) *Termination Events*. A “Termination Event” shall mean the occurrence or existenceof any one or more of the following (for each subsection a different grace or cure period may bespecified, if no grace or cure period is specified, such occurrence or existence constitutes animmediate Termination Event):          (1) *Payment*. Failure of either Seller to make payment to the Purchaser of any of theObligations when due; or          (2) *Breach of Warranty*. Any representation, warranty, certification or other statementmade by either Seller in this Agreement or in any statement or certificate at any time givenby such Seller in writing pursuant or in connection with this Agreement is false in anymaterial respect on the date made; or          (3) *Other Defaults Under Purchase Documents*. Either Seller defaults on any obligationor covenant contained in this Agreement other than those otherwise set forth in thisSection 8(a), or defaults on any obligation or covenant contained in the other PurchaseDocuments and such default is not remedied or waived within ten (10) days after notice fromthe Purchaser to the Sellers of such default; or          (4) *Merger, Consolidation or Acquisition of Seller*. (A) Either Seller is merged,amalgamated or consolidated with or into, or liquidated or dissolved into, any other Personor (B) any other Person succeeds (by operation of law or otherwise) to the business ofeither Seller, or (C) any other Person acquires all or substantially all of the assets ofeither Seller, unless (in the case of any of the foregoing clauses (A), (B) and (C)) suchother Person (i) is reasonably acceptable to the Purchaser and (ii) executes an assignmentand assumption agreement in form and substance reasonably satisfactory to the Purchaserpursuant to which such Person assumes all of the obligations of such Seller under thisAgreement and each other Purchase Document, and the Purchaser shall have received suchopinions of counsel and other documentation as the Purchaser may reasonably require; or          (5) The occurrence of a Cross-Default with respect to either Seller; or          (6) *Involuntary Bankruptcy; Appointment of Receiver, etc*. (A) A court enters a decreeor order for relief with respect to either Seller in an involuntary case under anyapplicable bankruptcy, insolvency or other similar law now or hereafter in effect, whichdecree or order is not stayed or other similar relief is not granted under any applicablefederal or state law; or (B) the continuance of any of the following events for sixty (60)days unless dismissed, bonded or discharged: (i) an involuntary case is commenced againsteither Seller, under any applicable bankruptcy, insolvency or other similar law now orhereafter in effect;
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or (ii) a receiver, liquidator, sequestrator, trustee, custodian or other fiduciaryhaving similar powers over either Seller or over all or a substantial part of theirrespective property, is appointed; or          (7) *Voluntary Bankruptcy; Appointment of Receiver, etc*. (A) Either Seller commences avoluntary case under any applicable bankruptcy, insolvency or other similar law now orhereafter in effect, or consents to the entry of an order for relief in an involuntary caseor to the conversion of an involuntary case to a voluntary case under any such law orconsents to the appointment of or taking possession by a receiver, trustee or othercustodian for all or a substantial part of its property; or (B) either Seller makes anyassignment for the benefit of creditors; or (C) the board of directors of either Selleradopts any resolution or otherwise authorizes action to approve any of the actions referredto in this Section 8(a)(6); or          (8) *Failure to Maintain Service Status*. GMAC Mortgage (or RFC, if RFC is the Serviceron any GSE Servicing Agreement) ceases to be an approved servicer of residential mortgageLoans for Fannie Mae or Freddie Mac; or          (9) *U*.*S*. *Withholding Tax; Tax Liens, etc*. Any U.S. withholding tax is imposed onpayments with respect to the Receivables, or a tax, ERISA or government lien is placed onthe Receivables or any property of either of the Sellers; or          (10) *Servicer Termination Events Under Designated Servicing Agreements*. The occurrenceof one or more Unmatured Servicer Termination Events or Servicer Termination Events underDesignated Servicing Agreements included in the facility provided under this Agreementrepresenting 5% or more (by either Loan balance or by Receivable Balance of PurchasedReceivables, in each case as of the date of termination) of all Designated ServicingAgreements then included in the facility; or          (11) *Liens*. Any Lien, levy or assessment is filed or recorded with respect to orotherwise imposed upon all or any part of the Receivables or related Ancillary Rights by theUnited States or any department or instrumentality thereof or by any state, county,municipality or other governmental agency and such lien, levy or assessment is not stayed,vacated, paid or discharged within ten (10) days; or          (12) *Dissolution*. Any order, judgment or decree is entered against either Seller orany of its subsidiaries decreeing the dissolution or split up of such Seller or suchsubsidiary and such order remains undischarged or unstayed for a period in excess of twenty(20) days, but in any event not later than five (5) days prior to the date of any proposeddissolution or split up; or          (13) *Invalidity of this Agreement or other Purchase Documents*. Any of this Agreementor the other Purchase Documents for any reason, other than a partial or full release inaccordance with the terms thereof, ceases to be in full force and effect or is declared tobe null and void, or either Seller denies that it has any further liability under thisAgreement or such other Purchase Document to which it is party, or gives notice to sucheffect; or
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          (14) *Defect in Title*. The Purchaser, on behalf of itself and its assigns, does nothave or ceases to have a valid and perfected ownership interest in the Purchased Assets freeof all Adverse Claims, in each case, for any reason other than the failure of the Purchaserto take any action within its control; or          (b) *Suspension of Purchase Obligation*. Upon the occurrence of any Incipient Termination Eventor Stop Event, notwithstanding any grace period or right to cure, the Purchaser may, withoutnotice, immediately cease purchasing and Settling the purchase of Ownership Interests inReceivables and the Purchaser’s commitments hereunder to purchase or Settle the purchase ofOwnership Interests in Receivables shall be suspended.          (c) *Termination*. Upon the occurrence of any Termination Event described in the foregoingsubsections 8(a)(6) or 8(a)(7), this Agreement shall automatically terminate and all Obligationsdue Purchaser hereunder from the Sellers shall automatically become immediately due and payable,without presentment, demand, protest or other requirements of any kind, all of which are herebyexpressly waived by each Seller, and all of the Purchaser’s commitments hereunder to purchase orSettle the purchase of Receivables shall thereupon terminate. Upon the occurrence and during thecontinuance of any other Termination Event, the Purchaser may, by written notice to the Sellers,declare this Agreement terminated and declare all or any portion of the Obligations (excludingamount owing under Receivables, which amounts may not be accelerated by Purchaser) due Purchaserhereunder from the Sellers to be, and the same shall forthwith become, immediately due and payableand the Purchaser’s agreements hereunder to purchase or Settle the purchase of Ownership Interestsin Receivables shall thereupon terminate.          (d) *Effect of Termination*. Notwithstanding the foregoing, the termination of this Agreementpursuant to this Section 8 shall not discharge any Person (other than the Purchaser) from anyobligations incurred prior to such termination, including, without limitation, any obligations tomake any payments with respect to any Purchased Receivable sold prior to such termination. Notermination, rejection or failure to assume the executory obligations of this Agreement in anyInsolvency Event or Insolvency Proceeding with respect to the Sellers or the Purchaser shall bedeemed to impair or affect the obligations pertaining to any executed sale or executed obligations,including, without limitation, pre-termination breaches of representations and warranties by theSellers or the Purchaser. Without limiting the foregoing, prior to termination, the failure of theSellers to deliver computer records of Purchased Receivables or any reports regarding the PurchasedReceivables shall not render such transfer or obligation executory, nor shall the continued dutiesof the parties pursuant to this Agreement render an executed sale executory.          (e) *Reserved.*.     **Section 9. Grant Clause.**     The parties hereto intend that the conveyance of each of the Seller’s right, title andinterest in and to the Purchased Assets shall constitute an absolute sale, conveying good titlefree and clear of any liens, claims, encumbrances or rights of others, from such Seller to thePurchaser. It is the intention of the parties hereto that the arrangements with respect to thePurchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan,including for accounting purposes. In the event, however, that it were to be determined that thetransactions evidenced hereby
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constitute a loan and not a purchase and sale, it is the intention of the parties hereto thatthis Agreement shall constitute a security agreement under applicable law, and that each of theSellers shall be deemed to have granted, and each such Seller does hereby grant, to the Purchaser afirst priority perfected security interest in all of such Seller’s right, title and interest,whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure theobligations of such Seller hereunder, and the term “Ownership Interest” as used in this Agreementshall be deemed to mean and refer to such first priority perfected security interest in favor ofPurchaser.     To the extent that either of the Sellers retains any interest in the Purchased Assets, each ofthe Sellers hereby grants to the Purchaser a security interest in all of such Seller’s right, titleand interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, tosecure the performance of all of the obligations of such Seller hereunder. With respect to suchsecurity interest, the Purchaser shall have all of the rights that it has under this Agreement.The Purchaser shall also have all of the rights of a secured creditor under the UCC.     Each of the Sellers hereby agree that the Purchaser is irrevocably and unconditionallyauthorized to file UCC financing statements naming the Purchaser, for the benefit of itself and anyof it assigns, as secured party and such Seller or Sellers, as the case may be, as debtor(s) withrespect to such security interest and such collateral.     **Section 10. Miscellaneous.**          (a) *Term*. This Agreement shall commence as of the Effective Date and shall continue in fullforce and effect until the earlier of (1) the date which is one (1) year from the Effective Date,(2) the occurrence of any Termination Event or (3) such date as may be mutually agreed upon by theparties hereto (the earliest of any such date being the “Termination Date”).          (b) *Amendments*. This Agreement may not be amended or otherwise modified except by aninstrument in writing signed by each of the Sellers and the Purchaser.          (c) *Costs and Expenses*. The Sellers shall pay to Purchaser on demand all reasonable costs andexpenses (including, without limitation, all reasonable fees, disbursements and other charges ofcounsel to the Purchaser, the allocated costs of the Purchaser’s internal legal staff and fees ofaccountants and other professionals retained by the Purchaser), filing fees and taxes paid orpayable in connection with the preparation, negotiation, execution, delivery, recording,syndication, administration, collection, liquidation, enforcement and defense of this Agreement andeach other Purchase Document, each of the transactions related hereto or thereto, the PurchasedAssets and the Purchased Receivables, Purchaser’s rights in the Purchased Assets, the PurchasedReceivables and all other documents related hereto or thereto, including any amendments,supplements or consents which may hereafter be contemplated (whether or not executed) or enteredinto in respect hereof and thereof, including: (1) all costs and expenses of filing or recording(including UCC financing statement filings, taxes and fees, documentary taxes, intangibles taxesand mortgage recording taxes and fees, if applicable); and (2) otherwise enforcing the provisionsof this Agreement and any other Purchase Document or defending any claims made or threatenedagainst the Purchaser arising out of the transactions contemplated hereby and thereby (includingpreparations for and consultations concerning any such matters); (3) all out of pocket expenses and
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costs heretofore and from time to time hereafter incurred by the Purchaser during the courseof periodic field examinations.          (d) *Binding Nature; Assignment*. The covenants, agreements, rights and obligations containedin this Agreement shall be binding upon the successors and permitted assigns of each of the Sellersand shall inure to the benefit of the successors and permitted assigns of the Purchaser, and allpersons claiming by, through or under the Purchaser; *provided*, that, the Sellers may not assign anyof their interests or rights under this Agreement to any other Person without the prior writtenconsent of the Purchaser (such consent being in the sole and absolute discretion of the Purchaser)and any attempted assignment without such consent shall be null and void. Notwithstanding anythingto the contrary herein, the Purchaser may enter freely into participation agreements with respectto or otherwise grant participations in its Purchased Receivables and Purchased Assets to one ormore Persons, and may, with the prior written consent of each of the Sellers (such consent not tobe unreasonably withheld, delayed or conditioned), assign any or all of its rights, title andinterests in and to the Purchased Receivables and Purchased Assets to one or more Persons.          (e) *Entire Agreement*. This Agreement contains the entire agreement and understanding amongthe parties hereto with respect to the subject matter hereof, and supersedes all prior andcontemporaneous agreements, understandings, inducements and conditions, express or implied, oral orwritten, of any nature whatsoever with respect to the subject matter hereof. The express termshereof control and supersede any course of performance and/or usage of the trade inconsistent withany of the terms hereof.          (f) *Severability of Provisions*. Any provision of this Agreement which is prohibited,unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffectiveto the extent of such prohibition, unenforceability or non-authorization without invalidating theremaining provisions hereof or affecting the validity, enforceability or legality of such provisionin any other jurisdiction.          (g) *Governing Law; Consent to Jurisdiction*. This Agreement is made in the State of New Yorkand shall be interpreted according to the laws of such State, without giving effect to theprinciples of conflict of laws. Each of the parties hereto agrees that all actions and proceedingsarising out of or relating directly or indirectly to this Agreement or any related agreement(including any other Purchase Document) or any of their rights or obligations shall be litigated inthe United States District Court for the Southern District of New York or the Supreme Court of NewYork, County of New York County, State of New York, and that such courts are convenient forums, andthat each of the parties hereto submits to the personal jurisdiction of such courts. Each of theparties hereto hereby further consents to the service of process therein by registered or certifiedmail, return receipt requested, directed to such party at its address set forth hereinbelow, andeach party hereto agrees that service so made shall be deemed complete five (5) days after the dateof mailing.          (h) ***WAIVER OF JURY TRIAL****.***EACH PARTY WAIVES THE RIGHT OF TRIAL BY JURY IN ANY LITIGATIONRELATING TO TRANSACTIONS ARISING UNDER OR IN RELATION TO THIS AGREEMENT, WHETHER SOUNDING INCONTRACT, TORT OR OTHERWISE.**
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          (i) *Notices*. Unless otherwise specifically provided herein, all notices shall be in writingaddressed to the respective party as set forth below and may be personally served, faxed,telecopied or sent by overnight courier service or United States mail and shall be deemed to havebeen given: (1) if delivered in person, when delivered; (2) if delivered by fax or telecopy, on thedate of transmission if transmitted on a Business Day before 4:00 p.m. New York City time or, ifnot, on the next succeeding Business Day; (3) if delivered by overnight courier, two (2) days afterdelivery to such courier properly addressed; or (4) if by U.S. Mail, four (4) Business Days afterdepositing in the United States mail, with postage prepaid and properly addressed.       If to RFC: Residential Funding Company, LLC    One Meridian Crossings    Suite 100    Minneapolis, MN 55423    Attn: John Peterson    Fax/Telecopy No.: (952) 921-4230       With a copy to: Orrick, Herrington & Sutcliffe, LLP    777 South Figueroa Street    Suite 3200    Los Angeles, California 90017    Attn: Martin Howard, Esq.    Fax/Telecopy No.: (213) 612-2499         And         Residential Capital, LLC    7501 Wisconsin Avenue    Suite 900    Bethesda, MD 20814    Attn: Hu Benton, Managing Director, VP              and Associate Counsel    Fax/Telecopy No.: (301) 664-6999       If to GMAC Mortgage: GMAC Mortgage, LLC    c/o Residential Funding Company, LLC    One Meridian Crossings    Suite 100    Minneapolis, MN 55423    Attn: John Peterson    Fax/Telecopy No.: (952) 921-4230
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       With a copy to: Orrick, Herrington & Sutcliffe, LLP    777 South Figueroa Street    Suite 3200    Los Angeles, California 90017    Fax/Telecopy No.: (213) 612-2499         And         Residential Capital, LLC    7501 Wisconsin Avenue    Suite 900    Bethesda, MD 20814    Attn: Hu Benton, Managing Director, VP              and Associate Counsel    Fax/Telecopy No.: (301) 664-6999       If to Purchaser: GMAC COMMERCIAL FINANCE LLC.    1290 Avenue of the Americas, 3rd Floor    New York, New York 10104    Attn: Mr. Kevin Boland    Fax/Telecopy No.: (212) 884-7189       With a copy to: OTTERBOURG, STEINDLER, HOUSTON & ROSEN, P.C.    230 Park Avenue    New York, New York 10169    Attn: Richard L. Stehl, Esq.    Fax/Telecopy No.: (212) 682-6104          (j) *Counterparts*. This Agreement and any amendments, waivers, consents, or supplements heretomay be executed via telecopier or facsimile transmission in any number of counterparts and bydifferent parties hereto in separate counterparts, each of which when so executed and deliveredshall be deemed an original, but all of which counterparts together shall constitute one and thesame instrument. Any counterpart hereof signed by a party against whom enforcement of thisAgreement is sought shall be admissible into evidence as an original hereof to prove the contentsthereof.          (k) *Survival of Representations and Warranties and Certain Agreements*. All agreements,representations and warranties made herein shall survive the execution and delivery of thisAgreement and the purchase of any Purchased Receivables and any other Purchased Assets hereunder.Notwithstanding anything in this Agreement or implied by law to the contrary, the agreements ofeach Seller and the Purchaser set forth in Sections 4, 6 and 7 (with respect to each of theSellers) and Sections 10(c), 10(g), 10(h), 10(k) and 10(m) (with respect to each of the Sellers andthe Purchaser), shall survive the purchase of the Purchased Receivables and the other PurchasedAssets and the termination of this Agreement, and shall survive for so long as any PurchasedReceivable or other Purchased Asset remains outstanding.
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          (l) *Indulgences; No Waivers*. Neither the failure nor any delay on the part of a party toexercise any right, remedy, power or privilege under this Agreement shall operate as a waiverthereof, nor shall any single or partial exercise of any right, remedy, power or privilege precludeany other or future exercise of the same or of any other right, remedy, power or privilege, norshall any waiver of any right, remedy, power or privilege with respect to any other occurrence. Nowaiver shall be effective unless it is in writing and is signed by the party asserted to havegranted such waiver.          (m) *Table of Contents and Headings.*The Table of Contents and the headings of the varioussections and subsections used in this Agreement are for convenience only and shall not in any waymodify or amend any of the terms or provisions hereof, nor be used in connection with theinterpretation of any provision hereof.          (n) *Benefits of Agreement*. Nothing in this Agreement, express or implied, shall give to anyPerson, other than the parties to this Agreement and their successors hereunder, any benefit of anylegal or equitable right, power, remedy or claim under this Agreement.          (o) *Contract Interpretation; Joint Draftspersons.*The parties hereto each hereby acknowledgeand agree that this Agreement and each of the other Purchase Documents is the result of a jointwork product among the parties and that the Sellers, on the one hand, and the Purchaser, on theother, shared an equal amount of responsibility in the preparation, negotiation and finalization ofthe terms hereof and thereof. Each party hereto hereby further acknowledges and agrees that thisAgreement and each of the other Purchase Documents shall be read and interpreted according to itsplain meaning and any ambiguity herein or therein shall not be construed against either Sellers, onthe one hand, or Purchaser, on the other hand; it being expressly agreed by each of the partieshereto that any judicial rule of construction that a document should be more strictly construedagainst the draftsperson thereof shall not apply to any provision of this Agreement or to anyprovision of any other Purchase Document.***[****Signature Page Follows****]***
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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as ofthe date first above written.      **GMAC MORTGAGE, LLC**, as a Seller