SETTLEMENTAGREEMENT

Exhibit 10.9

CONFIDENTIAL TREATMENT

[***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission

SETTLEMENT AGREEMENT

This Agreement (the “Agreement”) is made and effective as of December 23, 2010 (the “Effective Date”), by and between Fannie Mae (“Fannie Mae”) and GMAC Mortgage, LLC (“GMACM”), Residential Capital, LLC, Residential Funding Securities, LLC (d/b/a GMAC RFC Securities and f/k/a Residential Funding Securities Corporation), Residential Asset Mortgage Products, Inc., Residential Funding Company LLC (f/k/a Residential Funding Corporation), Residential Funding Mortgage Securities I, Inc., Residential Accredit Loans, Inc. and Homecomings Financial LLC (collectively the “GMACM Parties” and, with Fannie Mae, the “Parties”).

RECITALS

WHEREAS, GMACM has sold numerous mortgage loans to Fannie Mae (collectively the “Single Family Mortgages”) and services loans for Fannie Mae, under the terms of its Mortgage Selling and Servicing Contract with Fannie Mae, the incorporated Fannie Mae Selling and Servicing Guides (collectively, the “Guide”), various Master Agreements, pool purchase contracts, and other agreements related to the sale and servicing of mortgage loans (hereinafter, such agreements and contracts collectively referred to as the “Contract”);

WHEREAS, pursuant to the terms of the Contract, GMACM has made various representations and warranties including, without limitation, certain Single Family Selling Representations and Warranties (as defined below) to Fannie Mae with respect to each Single Family Mortgage delivered to Fannie Mae and has the obligation to repurchase certain Single Family Mortgages, or to make Fannie Mae whole on any losses on certain Single Family Mortgages, in accordance with the Contract;

WHEREAS, Fannie Mae purchased the securities identified in Exhibit A to this Agreement (the “PLS Bonds”);

WHEREAS, pursuant to the terms of the pooling and servicing agreements, assignment agreements and other transaction documents that relate to the PLS Bonds, one or more of the GMACM Parties has made various representations and warranties relating to the mortgage loans underlying the PLS Bonds (the “PLS Mortgages”), including the PLS Representations and Warranties (as defined below);

WHEREAS, under the terms of a Pledge Agreement dated October 30, 2007 (as amended, restated, or modified from time to time, the “Pledge Agreement”), GMACM has pledged the Collateral (as defined in the Pledge Agreement) to secure its contractual obligations to Fannie Mae, which include Single Family Repurchase Obligations (as defined below);

WHEREAS, Fannie Mae has incurred losses and expenses on Single Family Mortgage Loans, has issued many repurchase requests, and has projected that it will incur additional losses and expenses related to repurchase requests that it anticipates it will issue in the future;

WHEREAS, the GMACM Parties desire to make a payment in an amount acceptable to Fannie Mae in order to resolve any actual or potential Single Family Repurchase Obligations (whether previously identified or identified in the future) with respect to the Covered Mortgages (as defined below) and to resolve certain potential disputed claims relating to the PLS Bonds, in accordance with the terms set forth in this Agreement; and

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WHEREAS, the Parties to this Agreement desiring to resolve certain disputed claims and certain potential disputed claims between them, this Agreement is not in any way an admission or concession of the truth or legal validity of any such claims or potential claims, or any breach or other fault on the part of any Party, nor should this Agreement be construed otherwise;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, including Fannie Mae’s agreement with respect to certain Single Family Repurchase Obligations related to Covered Mortgages and potential disputed claims relating to the PLS Bonds as referenced herein, the GMACM Parties’ payment of money to Fannie Mae, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

(a) “Applicable Percentage” means, with respect to a Repurchased PLS Mortgage, Fannie Mae’s share (or the share of its successor in interest to the relevant PLS Bond, as the case may be), expressed as a percentage, of the repurchase or PLS Makewhole Payment proceeds that are distributable to certificateholders as a result of the repurchase or PLS Makewhole Payment made by the applicable GMACM Party.

(b) “Covered Mortgages” means (i) all Single Family Mortgages serviced by GMACM on behalf of Fannie Mae as of or prior to June 30, 2010 under Fannie Mae Servicer number 12666 (but not including the Other Transferred Mortgages (as defined below)), and (ii) all Single Family Mortgages that had been serviced by GMACM as of or prior to November 14, 2008 and on which the servicing was transferred by GMACM to Nationstar Mortgage LLC on or about December 1, 2008 and January 2, 2009, and which are now (or which were following such transfers) serviced under Nationstar Fannie Mae Servicer number 24147 (the “Nationstar Transferred Mortgages”), other than any Excluded Mortgage.

(c) “Excluded Mortgages” means (i) any Single Family Mortgages sold by GMACM to Fannie Mae subsequent to June 30, 2010 or delivered into Fannie Mae MBS and having an issue date subsequent to June 30, 2010, (ii) any Single Family Mortgages that would otherwise be Covered Mortgages, that violate anti-predatory laws or statutes or related regulations or that otherwise violate other applicable federal, state, and/or local laws and regulations, (iii) any Single Family Mortgages that have non-curable defects in title to the secured property, such as that the lien of the mortgaged property was not as represented and warranted to Fannie Mae at the time of delivery, (iv) any Single Family Mortgages that have curable defects in title to the secured property, unless GMACM pays all necessary funds, or takes or causes to be taken any other actions, to cure such title defects, (v) any Single Family Mortgages that would otherwise be Covered Mortgages and that are part of a group of [***] mortgage loans that had one or more perpetrators (whose acts or omissions were fraudulent) in common for the entire group of such mortgage loans (as used in this section, “perpetrator” shall mean an entity or individual involved in the origination, sale or servicing of a mortgage loan (including without limitation a borrower, mortgage broker,

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loan officer, appraiser, title or closing agent, etc.)), and (vii) any Single Family Mortgages that are not in compliance with Fannie Mae Charter Act requirements (including, without limitation, ineligible loans on condotels or impermissible multifamily units, or the absence of required Charter Act credit enhancement) [***]

(d) “Funding Date” means December 29, 2010.

(e) “Loss” with respect to (i) any PLS Makewhole Mortgage (as defined below), means the amount of such PLS Makewhole Payment and (ii) any Repurchased PLS Mortgage, means the excess, if any, of the amount defined in clause (I) below over the amount defined in clause (II) below (all as evidenced by documentation reasonably satisfactory to Fannie Mae):

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(f) “Mortgage Insurance Coverage” means insurance coverage provided by any mortgage guaranty or similar insurance policy related to a Single Family Mortgage Loan.

(g) [***]

(h) “Other Transferred Mortgages” means Single Family Mortgages (other than the Nationstar Transferred Mortgages) that were serviced by GMACM under servicer number 12666 on behalf of Fannie Mae prior to June 30, 2010, but which were transferred to other servicers prior to June 30, 2010. For avoidance of doubt, Other Transferred Mortgages are not Covered Mortgages.

(i) [***]

(j) [***]

(k) “PLS Representations and Warranties” means any of the representations and warranties relating to the respective PLS Mortgages that were made by the applicable GMACM Parties in the respective pooling and servicing agreements, assignment agreements or other transaction documents relating to the PLS Bonds, a breach of which could give rise to a repurchase obligation or other remedy according to the terms of the pooling and servicing agreements, assignment agreements or other transaction documents relating to the PLS Bonds.

(l) “Recourse Obligations” means all obligations for losses and expenses incurred with respect to Single Family Mortgages sold to or pooled for securitization with Fannie Mae by GMACM under the “Regular Servicing Option” (as defined and provided for in the Fannie Mae Selling Guide) or under such contract terms pursuant to which GMACM remained obligated for all or some portion of losses incurred on such Single Family Mortgages.

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(m) “Servicing and Indemnification Obligations” are the obligations, duties, and liabilities of GMACM under the Contract and as seller under the Asset Purchase Agreement dated as of November 14, 2008 by and between GMACM and Nationstar Mortgage LLC, that arise in connection with servicing of the Single Family Mortgages including, without limitation, all of the day-to day servicing activities and reporting, remitting, and loss mitigation activities, all servicing representations, warranties and covenants, the obligation to perform certain administrative and reporting duties with respect to REO properties, the obligation to defend and indemnify Fannie Mae in litigation and for any claims made by third parties (including borrowers), and for related losses and expenses incurred, with respect to the Single Family Mortgages, including without limitation any such third-party claims which may be based on acts or omissions that may constitute breaches of any Single Family Selling Representations and Warranties, and the obligation to indemnify Fannie Mae for losses and expenses (including litigation), in any case incurred due to servicing errors or omissions or from delays in servicing and loss mitigation activities resulting from practices related to legal pleadings and affidavit preparation, review, and notarization and similar activities and practices. These Servicing and Indemnification Obligations shall continue and are unaffected by this Agreement.

(n) “Servicing Procedures” means, with respect to any Repurchased PLS Mortgage, the servicing procedures of the repurchasing GMACM Party or its relevant affiliate that are generally applied by such GMACM Party or such affiliate to the servicing of residential mortgage loans underlying GMACM-Sponsored PLS (as defined below).

(o) “Single Family Repurchase Obligations” means the obligation of GMACM to repurchase Single Family Mortgages, or to make Fannie Mae whole on any losses or expenses on mortgage loans with respect to which breaches of Single Family Selling Representations and Warranties are identified.

(p) “Single Family Selling Representations and Warranties” means all selling representations and warranties made by GMACM in connection with the sale and/or securitization of Single Family Mortgages as set forth in Section IV-A of the Mortgage Selling and Servicing Contract, in Part A, Section A-2 et seq., of the Fannie Mae Selling Guide or as set forth in prior versions of the Guide, and/or in its Master Agreements and pool purchase contracts (including in the applicable MBS contracts or variances).

(a) Subject to receipt by Fannie Mae of the Settlement Amount as described in Section 5, Fannie Mae agrees, with respect to the Covered Mortgages, that it releases the liability of any and all of the GMACM Parties, their parent, subsidiary and affiliated entities (but specifically excluding Ally Bank), their successors and assigns, and the officers, directors, employees, shareholders, members and agents of any of them, (collectively, the “GMACM Released Parties”), with respect to, and will not enforce against any of the GMACM Released Parties (or any subsequent purchaser or transferee of the servicing rights and obligations of the Covered Mortgages, in a transfer approved by Fannie Mae) (i) the Single Family Repurchase Obligations or (ii) the Recourse Obligations.

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(b) Except as expressly released as set forth in Section 2(a) above, GMACM shall continue to be responsible for all contractual obligations it has with Fannie Mae with respect to the Covered Mortgages and the Excluded Mortgages according to the applicable terms. For purpose of clarity and to avoid any confusion or misunderstanding, the continuing contractual obligations specifically include the Servicing and Indemnification Obligations.

(c) The Settlement Amount does not settle or release GMACM from the obligation to make the Mortgage Insurance Coverage Payment for the losses that Fannie Mae would incur in the event Mortgage Insurance Coverage is rescinded or not properly maintained by GMACM. [***].

(d) Subject to receipt by Fannie Mae of the Settlement Amount as described in Section 5, Fannie Mae agrees, with respect to the Other Transferred Mortgages, that it releases the liability of any and all of the GMACM Released Parties with respect to, and will not enforce against any of the GMACM Released Parties, (i) the Single Family Repurchase Obligations or (ii) the Recourse Obligations. However, Fannie Mae reserves and retains all of its rights to enforce all contractual rights and remedies that Fannie Mae possesses as a result of the transfers of servicing in connection with the Other Transferred Mortgages, including without limitation standard repurchase and recourse obligations against any purchaser or transferee (including the current servicers) of the Other Transferred Mortgages. In the event that any of the GMACM Released Parties acquire or reacquire the servicing of any of the Other Transferred Mortgages after the Effective Date, then the relevant GMACM Released Party will be required to assume all of the obligations that arise out of a standard transfer of servicing. Nothing herein alters, affects, or limits the GMACM Released Parties’ contractual obligations to any purchaser or transferee of the servicing rights and obligations of the Other Transferred Mortgages under the terms of its contracts with those parties.

(e) Fannie Mae reserves all of its rights and remedies under the Contract with respect to Excluded Mortgages.

(f) Fannie Mae will cooperate as the GMACM Parties reasonably request, and will direct Nationstar Mortgage LLC to cooperate as the GMACM Parties reasonably request, in the GMACM Parties’ challenge to any rescission decision by a mortgage insurance carrier and in the pursuit by the GMACM Parties of contractual remedies any of the GMACM Parties may have against third parties in connection with any Covered Mortgage. [***].

(a) Subject to receipt by Fannie Mae of the Settlement Amount as described in Section 5, Fannie Mae releases any and all of the GMACM Released Parties from any and all claims of any nature whatsoever, whether under federal or state securities law, contract law, tort law or statutory law or otherwise, for any actions or inactions taken by such parties prior to the Effective Date and relating to or arising from any of the PLS Bonds or Other GMACM-Sponsored PLS (as defined below). Further, and notwithstanding any other terms in this provision, including the exception regarding violation of servicing obligations below, Fannie Mae agrees it will not seek to enforce, directly or through a trustee, servicer or other party, the PLS Representations and Warranties against any of the GMACM Released Parties, or initiate the repurchase of any PLS Mortgage or any of the

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mortgage loans underlying the Other GMACM-Sponsored PLS by any of the GMACM Released Parties. This release does not include any violation of the GMACM Released Parties’ servicing obligations including, without limitation, any failure to comply with any requirements of law applicable to foreclosing on property serving as collateral for any PLS Mortgage. [***]

Fannie Mae represents and warrants that (i) the PLS Bonds are the only residential mortgage-backed securities issued by any of the GMACM Parties or with respect to which any of the GMACM Parties was the registrant (collectively, “GMACM-Sponsored PLS”) owned by Fannie Mae on the Effective Date; (ii) the securities identified in Exhibit B to this Agreement (the “Other GMACM-Sponsored PLS”) are the only other GMACM-Sponsored PLS purchased by Fannie Mae on or prior to the Effective Date; and (iii) for each of the PLS Bonds, the unpaid principal balance (“UPB”) owned by Fannie Mae at November 30, 2010 and such UPB expressed as a percentage of the total UPB of the relevant tranche are as set forth in Exhibit A to this Agreement.

(b) [***]

If in lieu of liquidating a Repurchased PLS Mortgage, the applicable GMACM Party, in its reasonable business judgment, wishes to enter into a modification, workout or repayment plan (a “Modification”), with respect to such Repurchased PLS Mortgage, the GMACM Party shall, within thirty (30) days of entering into such Modification, and as a condition to payment of a Loss in connection with such Repurchased PLS Mortgage, demonstrate to Fannie Mae’s reasonable satisfaction that, unless the Modification was required by law or regulation or regulatory action, the Modification produced a lower economic loss than would have resulted from a foreclosure. Notwithstanding the foregoing, unless required by law or regulation or regulatory action, the applicable GMACM Party shall not agree to a Modification that includes a forgiveness of principal without Fannie Mae’s prior written approval. [***] Following a Modification, the relevant Repurchased PLS Mortgage shall continue to be serviced by the relevant GMACM Party in accordance with the Servicing Procedures and Fannie Mae shall remain obligated to make payments upon final liquidation or other final disposition or subsequent Modification of such Repurchased PLS Mortgage as described above.

With respect to any PLS Makewhole Mortgage, the amount of the PLS Makewhole Payment shall be deemed to be the amount of the Loss with respect to such PLS Makewhole Mortgage, and Fannie Mae will pay the relevant GMACM Party the Applicable Percentage of such Loss in accordance with Section 4 below, provided, however, that in no case shall the aggregate amount payable by Fannie Mae hereunder in respect of any PLS Makewhole Mortgage exceed the amount of the PLS Makewhole Payment actually received by Fannie Mae (or its successor in interest to the relevant PLS Bond, as the case may be). The applicable GMACM Party will provide all information that Fannie Mae reasonably requests concerning the details of the final liquidation or other final disposition of the relevant PLS Makewhole Mortgage.

Before making a request to Fannie Mae for reimbursement of Losses on a Repurchased PLS Mortgage or a PLS Makewhole Mortgage, the requesting GMACM Party must use commercially reasonable efforts to exercise or cause to be exercised all available remedies against any loan

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originator or other party that has made representations or warranties to or for the benefit of any GMACM Party with respect to the relevant PLS Mortgage, unless such pursuit of remedies is, in the reasonable business judgment of the applicable GMACM Party, after consultation with Fannie Mae, unlikely to generate proceeds in excess of the cost to pursue such remedy.

In addition, with respect to each Repurchased PLS Mortgage and PLS Makewhole Mortgage, the GMACM Party that made the repurchase or PLS Makewhole Payment shall notify Fannie Mae within 15 days of making such repurchase or PLS Makewhole Payment, indicating in such notice the date of such repurchase or PLS Makewhole Payment, the relevant PLS Mortgage, the related PLS Bond and the amount paid by the applicable GMACM Party to repurchase the relevant Repurchased PLS Mortgage or the amount of the PLS Makewhole Payment, as the case may be.

The GMACM Parties recognize that they have a duty to Fannie Mae with respect to their servicing of Repurchased PLS Mortgages and agree that they will service such mortgages so as to minimize, to the extent commercially reasonable and in accordance with the terms of the Repurchased PLS Mortgages and applicable law, the Losses reimbursable by Fannie Mae hereunder. Such duty and servicing standard is hereinafter referred to as the “Servicing Standard.” The GMACM Parties shall comply with any commercially reasonable request by Fannie Mae with respect to the servicing of Repurchased PLS Mortgages or for information regarding such mortgages. Compliance with any such request shall be deemed to be in accordance with the Servicing Procedures.

(a) details of the Loss calculation for each loan;

(b) the loan file and other documentation necessary to support the Loss calculation; and

(c) a certificate of an officer of the applicable GMACM Party involved in the servicing function, that with respect to the servicing of such loan:

(i) in the case of each Repurchased PLS Mortgage, such loan was, since the repurchase of the loan by the applicable GMACM Party, serviced in accordance with the Servicing Procedures and the Servicing Standard; and

(ii) the claimed amount in respect of each loan was calculated in accordance with the requirements of this Agreement.

Fannie Mae will provide written notice of any objections within thirty (30) days of receipt of a claim for reimbursement and pay all undisputed claims within forty-five (45) days of such receipt. On payment of any claim made in connection with the final liquidation or other final disposition of

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a loan, Fannie Mae shall be fully subrogated to the rights of the applicable GMACM Party in respect of the related loan and the GMACM Parties shall cooperate as may be reasonably requested by Fannie Mae and at the expense of Fannie Mae in connection with the enforcement of any such rights.

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(a) [***] of the Collateral (the “Released Collateral”) will be liquidated to cash, released and distributed to Fannie Mae, as follows:

(i) On the Effective Date, Fannie Mae will deliver a Notice of Exclusive Control to JP Morgan Chase Bank, National Association (“JPMC”) per section 4 of the March 27, 2008 Escrow and Control Agreement between GMACM, Fannie Mae and JPMC (the “Escrow Agreement”) and GMACM will authorize and consent to such Notice of Exclusive Control. The form of such order is attached as Exhibit C to this Agreement; and

(ii) In such Notice of Exclusive Control, GMACM and Fannie Mae will direct JPMC to transfer the Released Collateral from the Accounts (as defined in the Escrow Agreement), to the below specified account of Fannie Mae (the “Settlement Account”), at or about 10:00 am, New York time, on the Funding Date, in accordance with the following instructions:

Bank Name: [omitted]

ABA: [omitted]

Account Name: [omitted]

Account Number: [omitted]

Ref or OBI: [omitted]

(b) At or about 10:00 am, New York time, on the Funding Date, GMACM will transfer to the Settlement Account immediately available funds in the amount of [***] (the “Wire Transfer Amount”) in accordance with the instructions set forth in Section 5(a).

[***]

(c) The Parties agree to take any additional steps necessary to transfer the Released Collateral to Fannie Mae, including executing any additional documentation as reasonably requested by Fannie Mae or JPMC that may be needed to permit the transfer of the Released Collateral.

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[SIGNATURE PAGES FOLLOW]

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

CONFIDENTIAL TREATMENT

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ACKNOWLEDGEMENT AND CONFIRMATION OF THE FEDERAL HOUSING FINANCE AGENCY

By signature of its authorized signatory below, the Federal Housing Finance Agency hereby acknowledges the execution and delivery of this Agreement by Fannie Mae and confirms that such execution and delivery by Fannie Mae and the performance by Fannie Mae of its obligations under this Agreement are authorized to the full extent required by law and require no approval or authorization of the Federal Housing Finance Agency that has not been obtained.

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EXHIBIT A

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EXHIBIT B

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3900 Wisconsin Avenue, NW

Washington, DC 20016-2892

EXHIBIT C

NOTICE OF EXCLUSIVE CONTROL

December 23, 2010

JPMorgan Chase Bank, N.A

4 New York Plaza - 21st Floor

New York, NY 10004

Attention: Rola Tseng

Re: Escrow and Control Agreement dated as of March 27, 2008 (the “Agreement”) among Fannie Mae as Secured Party, GMAC Mortgage, LLC as Customer, and JPMorgan Chase Bank, as Bank and Securities Intermediary, relating to Securities Account No. E21029 and Cash Account No. E21029.

Ladies and Gentlemen:

This constitutes the Notice of Exclusive Control of the Accounts referred to in the above referenced Agreement. GMAC Mortgage, LLC consents to this Notice of Exclusive Control.

In addition, GMAC Mortgage, LLC and Fannie Mae hereby authorize that all investments in the Accounts be liquidated to cash and direct JPMorgan Chase Bank to wire $300 million to Fannie Mae, at or about 10:00 am, New York time, on December 29, 2010, in accordance with the following instructions:

Bank Name: [omitted]

ABA: [omitted]

Account Name: [omitted]

Account Number: [omitted]

Ref or OBI: [omitted]

CONFIDENTIAL TREATMENT

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Any funds remaining in the Accounts following the above-referenced $300 million disbursement to Fannie Mae shall be disbursed to GMAC Mortgage, LLC pursuant to such instructions as GMAC Mortgage, LLC may provide under separate cover. Fannie Mae and GMAC Mortgage, LLC also authorize the closing of the Accounts. Following the completion of the two disbursements referenced above, the Agreement shall terminate in accordance with Section 4 of the Agreement.

Thank you for your assistance.

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