Sale of certain assets

American Capital Mortgage Investment Corp.

Arnold & Porter LLP represented American Capital Mortgage Investment Corp. in the sale of certain assets by its wholly owned subsidiary, Residential Credit Solutions, Inc (RCS).  RCS sold certain assets of its servicing platform and transitioned a number of core operational employees to Ditech Financial LLC, a wholly owned subsidiary of Walter Investment Management Corp.  In addition to transferring certain existing residential mortgage loan subservicing agreements to Ditech, RCS and Ditech also entered into new residential mortgage loan subservicing agreements.  These subservicing agreements covered an aggregate unpaid principal balance of approximately US$9.8 billion at the date of closing.

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