PURCHASE AGREEMENT FREDDIE MAC STRIPPED INTEREST CERTIFICATES, SERIES 256Purchase Agreement • November 10th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
• As of July 1, 2008, each Mortgage represented in the related Mortgage Group has an Excess Yield Rate, interest rate, remaining term to maturity and loan age equal to the weighted average Excess Yield Rate, interest rate, remaining term to maturity and loan age for that Mortgage Group shown in the table on page S-7.
AMENDMENT dated as of June 1, 2009 between GMAC Investment Management LLC and GMAC Mortgage, LLC to the ISDA MASTER AGREEMENT dated as of March 18, 2009 between GMAC Investment Management LLC and GMAC Mortgage, LLC (the “Agreement”)Isda Master Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
GMAC Investment Management LLC (“GMAC IM”)and GMAC Mortgage, LLC (“GMACM”) have previously entered into the Agreement and now agree to amend the Agreement by the terms of this Amendment (this “Amendment”).
Residential Capital, LLC Senior Debt Securities UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2007 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
Barclays Bank PLC BNP PARIBAS Citigroup Global Markets Limited Deutsche Bank AG, London Branch HSBC Bank plc As representatives of the several Underwriters named in Schedule I hereto c/o Barclays Bank PLC 5 The North Colonnade London E14 4BB
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RESIDENTIAL CAPITAL, LLCLimited Liability Company Agreement • April 4th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Residential Capital, LLC (the “Company”), dated and effective as of March 31, 2008, is entered into by GMAC Mortgage Group LLC (the “GMAC Member”) and GMAC LLC (“GMAC” or the “Preferred Member”, and together with the GMAC Member, the “Members”).
CUSTODIAL AGREEMENT among RESIDENTIAL FUNDING COMPANY, LLC, and GMAC MORTGAGE, LLC, as Sellers GMAC LLC, as Financing Party and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian Dated as of May 19, 2009Custodial Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
THIS CUSTODIAL AGREEMENT entered into as of May 19, 2009 (this “Agreement”), by and among RESIDENTIAL FUNDING COMPANY, LLC (“RFC” or “Seller”) and GMAC MORTGAGE, LLC (“GMACM” or “Seller” and together with RFC, the “Sellers”), GMAC LLC, in its capacity as Lender Agent under the Loan Agreement (the “Financing Party”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Custodian”), recites and provides:
PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY dated as of November 20, 2008 among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC and certain of their Affiliates from time to time parties hereto, as Grantors and GMAC LLC, as Lender AgentPledge and Security Agreement • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
THIS PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) dated as of November 20, 2008, is among RFC Asset Holdings II, LLC, a Delaware limited liability company (“RAHI”), and Passive Asset Transactions, LLC, a Delaware limited liability company (“PATI”; and together with RAHI, each a “Borrower” and collectively, the “Borrowers”); Residential Capital, LLC, a Delaware limited liability company (“ResCap”), Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), and GMAC Mortgage, LLC, a Delaware limited liability company (“GMAC Mortgage”; and together with ResCap and RFC, each herein a “Guarantor” and collectively, the “Guarantors”); and each other Person that agrees to become a “Grantor” by executing and delivering a Joinder Agreement pursuant to Section 12 (each Borrower, each Guarantor and each such other Person, together with any successors and assigns, is herein a “Grantor” and collectively, the “Grantors”); and GMAC LLC, a Delaware limited
FIRST ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents
This First Addendum dated and effective as of June 1, 2007 (the “Addendum”) is made to the Administrative Services Agreement dated as of November 22, 2006 (the “Agreement”) by and between GMAC Mortgage, LLC (the “Affiliate”), a Delaware limited liability company, and GMAC Bank on behalf of itself and its subsidiaries, GMACB Asset Management Corp. and GMAC Wholesale Mortgage Corp (the “Bank” or “GMACB”), a Utah industrial bank.
ASSET PURCHASE AGREEMENT between RESIDENTIAL FUNDING COMPANY, LLC, GMAC RESIDENTIAL FUNDING OF CANADA LIMITED, as Sellers and GMAC COMMERCIAL FINANCE LLC, as Purchaser July 2, 2008Asset Purchase Agreement • November 10th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware
This ASSET PURCHASE AGREEMENT is entered into on the 2nd day of July, 2008 between Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), GMAC Residential Funding of Canada Limited, a corporation organized under the laws of Canada (“RFC Canada”) (RFC and RFC Canada are collectively referred to as “Sellers”) and GMAC Commercial Finance LLC, a Delaware limited liability company (“Purchaser”).
SECOND PRIORITY PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY dated as of June 6, 2008 among RESIDENTIAL CAPITAL, LLC, and certain of its Affiliates from time to time parties hereto, as Grantors U.S. BANK NATIONAL ASSOCIATION, as Trustee and...Second Priority Pledge and Security Agreement • August 8th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
THIS SECOND PRIORITY PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”), dated as of June 6, 2008, is among Residential Capital, LLC, a Delaware limited liability company (the “Company”), GMAC Mortgage, LLC, a Delaware limited liability company (“GMAC Mortgage”), Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), HomeComings Financial, LLC, a Delaware limited liability company (“Homecomings”), GMAC-RFC Holding Company, LLC, a Delaware limited liability company (“RFC Holdings”), and GMAC Residential Holding Company, LLC, a Delaware limited liability company (“Residential” and each of GMAC Mortgage, RFC, Homecomings, RFC Holdings and Residential is herein a “Guarantor” and collectively, the “Guarantors”); GMAC Model Home Finance, LLC, a Delaware limited liability company (“Model Home”); Developers of Hidden Springs, LLC, a Delaware limited liability company (“Developers”) and DOA Holding Properties, LLC, a Delaware limited liability compan
MASTER MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Residential Mortgage Loans and Home Equity Loans /Lines of Credit between GMAC BANK and GMAC MORTGAGE, LLC Amended and Restated as of [July 1, 2008]Master Mortgage Loan Purchase and Sale Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware
MASTER MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the “Agreement”), amended and restated as of [July 1, 2008] is by and between GMAC BANK, an industrial bank, with its principal office at 6985 Union Park Center, Suite 435, Midvale, Utah 84047 (“Seller”), and GMAC MORTGAGE, LLC, a Delaware limited liability company with offices at 1100 Virginia Drive, Fort Washington, Pennsylvania 19034 (“Purchaser”).
SERVICING AGREEMENT between RESIDENTIAL CAPITAL, LLC and MHPOOL HOLDINGS LLC dated as of September 30, 2008Servicing Agreement • November 10th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware
THIS SERVICING AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2008, among Residential Capital, LLC, a Delaware limited liability company (“ResCap”), on behalf of itself and its controlled Affiliates (as defined in the Purchase Agreement (as defined below)) and MHPool Holdings LLC, a Delaware limited liability company (“Buyer”), on behalf of itself and Subsidiary.
Master Securities Forward Transaction Agreement Dated as of March 18, 2009 Between: GMAC INVESTMENT MANAGEMENT LLC and GMAC MORTGAGE, LLCMaster Securities Forward Transaction Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
ADMINISTRATIVE SERVICES AND FACILITIES AGREEMENTAdministrative Services and Facilities Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Utah
THIS AGREEMENT is made as of the 22nd day of November, 2006 , by and between GMAC MORTGAGE, LLC, Delaware limited liability company with offices at 100 Witmer Road, Horsham, Pennsylvania 19044 (hereinafter referred to as “GMACM”) and GMAC BANK f/k/a GMAC Automotive Bank, an industrial bank with its principal office at 6985 Union Park Center, Suite 435, Midvale, Utah 84047, on behalf of itself and its subsidiaries, GMACB Asset Management Corp. and GMAC Wholesale Mortgage Corp. (collectively referred to as the “Bank”).
LIMITED ASSIGNMENT AND ASSUMPTION AGREEMENTLimited Assignment and Assumption Agreement • November 10th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents
This Limited Assignment and Assumption Agreement (this “Assignment”) is made and executed as of the 30th day of September, 2008, by and among KBOne, LLC, a Delaware limited liability company (“KBOne”), DOA Holdings NoteCo, LLC, a Delaware limited liability company (“Holdings”), Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), and MHPool Holdings LLC, a Delaware limited liability company (“Buyer”).
Joinder AgreementJoinder Agreement • November 10th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents
This JOINDER AGREEMENT, dated as of September 22, 2008 is delivered pursuant to Section 16 of the Second Lien Pledge and Security Agreement and Irrevocable Proxy, dated as of June 6, 2008, among Residential Capital, LLC certain of its affiliates from time to time parties thereto as Grantors, U.S. Bank National Association, as Trustee, and Wells Fargo Bank, N.A., as Second Priority Collateral Agent and Collateral Control Agent (as amended, supplemented, restated or otherwise modified from time to time, the “Pledge and Security Agreement”). Capitalized terms used herein without definition are used as defined in the Pledge and Security Agreement.
EMPLOYEE LEASING AGREEMENTEmployee Leasing Agreement • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware
This EMPLOYEE LEASING AGREEMENT (“Agreement”) is made as of the 20th day of November, 2008 and effective as of the Closing Date subject to consummation of the Closing, between RESIDENTIAL CAPITAL, LLC, a limited liability company organized under the laws of Delaware (“ResCap”), and RESMOR TRUST COMPANY, a Canadian federally incorporated trust company (“RTC”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
AMENDMENT NO. 4 TO THE LOAN AND SECURITY AGREEMENT Dated as July 25, 2008Loan and Security Agreement • November 10th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
AMENDMENT NO. 4 TO THE LOAN AND SECURITY AGREEMENT (this “Amendment”) by and between Residential Funding Company, LLC, a Delaware limited liability company, as borrower (“RFC”), GMAC Mortgage, LLC, a Delaware limited liability company, as borrower (“GMACM” and together with RFC, each a “Borrower” and collectively, the “Borrowers”) and GMAC LLC, a Delaware limited liability company, as lender (the “Lender”).
MEMBERSHIP INTEREST AND SHARE PURCHASE AGREEMENT between RESIDENTIAL FUNDING COMPANY, LLC, as Seller and GMAC LLC, as Purchaser March 31, 2009Membership Interest and Share Purchase Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware
This MEMBERSHIP INTEREST AND SHARE PURCHASE AGREEMENT is entered into on the 31stday of March, 2009 between Residential Funding Company, LLC, a Delaware limited liability company (“Seller”), and GMAC LLC, a Delaware limited liability company (“Purchaser”).
GUARANTEE AND MASTER NETTING AGREEMENTGuarantee and Master Netting Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This Guarantee and Master Netting Agreement (this “Agreement”) is made and entered into effective as of March 18, 2009 by and among GMAC LLC (“GMAC”), GMAC Investment Management LLC (“GMAC IM”), GMAC Mortgage, LLC (“GMAC Mortgage”), Residential Funding Company, LLC (“RFC”), Residential Capital, LLC (“Rescap”, together with GMAC Mortgage and RFC, the “Rescap Parties,” each of Rescap, GMAC Mortgage and RFC individually, a “Rescap Party”), Passive Asset Transactions, LLC (“PATI”) and RFC Asset Holdings II, LLC (“RAHI”).
FORM OF NOTE NOTENote • February 27th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE LAWS, AND WILL NOT GIVE RISE TO A NON-EXEMPT “PROHIBITED TRANSACTION” UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) ASSUMING THAT NO PORTION OF THE LOAN IS FUNDED WITH “PLAN ASSETS” WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA THAT WOULD GIVE RISE TO SUCH A NON-EXEMPT PROHIBITED TRANSACTION. BY ACCEPTANCE OF THIS NOTE, THE HOLDER AGREES TO BE BOUND BY ALL THE TERMS OF THE CREDIT AGREEMENT.
MEMBERSHIP INTEREST PURCHASE AGREEMENT between RESIDENTIAL CAPITAL, LLC, as Seller and GMAC LLC, as Purchaser January 30, 2009Membership Interest Purchase Agreement • February 3rd, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT is entered into on the 30th day of January, 2009 between Residential Capital, LLC, a Delaware limited liability company (“Seller”), and GMAC LLC, a Delaware limited liability company (“Purchaser”).
PURCHASE AGREEMENT among RESIDENTIAL CAPITAL, LLC, DOA HOLDING PROPERTIES, LLC, DOA PROPERTIES IIIB (KB MODELS), LLC and MHPOOL HOLDINGS LLC Dated as of September 30, 2008Purchase Agreement • November 10th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware
This PURCHASE AGREEMENT is dated as of September 30, 2008, among Residential Capital, LLC, a Delaware limited liability company (“ResCap”), DOA Holding Properties, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of ResCap (“Seller”), DOA Properties IIIB (KB Models), LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Seller (“Subsidiary”) and MHPool Holdings LLC, a Delaware limited liability company (“Buyer”). Each of ResCap, Seller, Subsidiary and Buyer are referred to herein as a “Party” and, collectively, as the “Parties”.
GUARANTEE OF RESIDENTIAL CAPITAL, LLCGuarantee • August 8th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
Guarantee, dated as of April 18, 2008, by Residential Capital, LLC, a Delaware limited liability company (“Guarantor”), in favor of GMAC LLC, as lender pursuant to the Loan Agreement defined below (the “Guaranteed Party”).
FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RESIDENTIAL CAPITAL, LLCLimited Liability Company Agreement • May 6th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware
This First Amendment (the "Amendment") to the Amended and Restated Limited Liability Company Agreement of Residential Capital, LLC, a Delaware limited liability company (the "Company"), dated as of March 31, 2008 (the "Agreement"), by GMAC Mortgage Group LLC (the "GMAC Member") and GMAC LLC ("GMAC" or the "Preferred Member", and together with the GMAC Member, the "Members") is made as of March 31, 2009. Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.
FIRST AMENDMENT Dated as of December 22, 2008 by and among PASSIVE ASSET TRANSACTIONS, LLC, as Borrower, RFC ASSET HOLDINGS II, LLC, as Borrower, RESIDENTIAL FUNDING COMPANY, LLC, as Guarantor, GMAC MORTGAGE, LLC, as Guarantor, RESIDENTIAL CAPITAL,...First Amendment • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This FIRST AMENDMENT (this “Agreement”) dated as of December 22, 2008 (the “Amendment Effective Date”), is by and among Passive Asset Transactions, LLC, a Delaware limited liability company (“PATI”), RFC Asset Holdings II, LLC, a Delaware limited liability company (“RAHI” and, together with PATI, each a “Borrower” and collectively, the “Borrowers”), Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), Residential Capital, LLC, a Delaware limited liability company (“ResCap”), GMAC Mortgage, LLC, a Delaware limited liability company (“GMAC Mortgage”, and together with RFC and ResCap, each a “Guarantor” and collectively, the “Guarantors”), GMAC LLC, a Delaware limited liability company (the “Initial Lender”), the financial institutions and other Persons that are or may from time to time become parties hereto as Lenders (together with the Initial Lender and their respective successors and assigns, each a “Lender” and collectively, the “Lenders”) and GMAC LLC, a D
Equity Purchase AgreementEquity Purchase Agreement • November 27th, 2006 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware
This Equity Purchase Agreement (this “Agreement”) is entered into on November 20, 2006, and is effective upon the Effective Date (as defined in the Recitals below) by and between GMAC LLC, a Delaware limited liability company (“GMAC”) and Residential Capital, LLC, a Delaware limited liability company (“ResCap”) (GMAC and ResCap, are referred to each individually as a “Party”, and collectively as the “Parties”).
SHARE PURCHASE AGREEMENT between GMAC RESIDENTIAL FUNDING OF CANADA, LIMITED, as Seller and GMAC LLC, as Purchaser November 20, 2008Share Purchase Agreement • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware
This SHARE PURCHASE AGREEMENT is entered into on the 20th day of November, 2008 between GMAC Residential Funding of Canada, Limited, a company organized under the laws of Canada (“Seller”), and GMAC LLC, a Delaware limited liability company (“Purchaser”).
THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY dated as of June 6, 2008 among RESIDENTIAL CAPITAL, LLC, and certain of its Affiliates from time to time parties hereto, as Grantors U.S. BANK NATIONAL ASSOCIATION, as Trustee and...Third Priority Pledge and Security Agreement • August 8th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
THIS THIRD PRIORITY PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”), dated as of June 6, 2008, is among Residential Capital, LLC, a Delaware limited liability company (the “Company”), GMAC Mortgage, LLC, a Delaware limited liability company (“GMAC Mortgage”), Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), HomeComings Financial, LLC, a Delaware limited liability company (“Homecomings”), GMAC-RFC Holding Company, LLC, a Delaware limited liability company (“RFC Holdings”), and GMAC Residential Holding Company, LLC, a Delaware limited liability company (“Residential” and each of GMAC Mortgage, RFC, Homecomings, RFC Holdings and Residential is herein a “Guarantor” and collectively, the “Guarantors”); GMAC Model Home Finance, LLC, a Delaware limited liability company (“Model Home”); Developers of Hidden Springs, LLC, a Delaware limited liability company (“Developers”) and DOA Holding Properties, LLC, a Delaware limited liability company
SECOND AMENDMENT AGREEMENT To Omnibus Pledge and Security Agreement and Irrevocable Proxy Dated as of June 1, 2009 by and among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC RESIDENTIAL CAPITAL, LLC RESIDENTIAL FUNDING COMPANY, LLC GMAC...Omnibus Pledge and Security Agreement and Irrevocable Proxy • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This SECOND AMENDMENT AGREEMENT (this “Agreement”) dated as of June 1, 2009 (the “Amendment Effective Date”), is by and among RFC Asset Holdings II, LLC, a Delaware limited liability company (“RAHI”), and Passive Asset Transactions, LLC, a Delaware limited liability company (“PATI”); Residential Capital, LLC, a Delaware limited liability company (“ResCap”), Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), and GMAC Mortgage, LLC, a Delaware limited liability company (“GMAC Mortgage” and each of RAHI, PATI, ResCap, and RFC, together with any successors and assigns, is herein a “Grantor” and collectively, the “Grantors”); GMAC Investment Management LLC, a Delaware limited liability company (together with its successors and assigns, “GMAC IM”), as a Secured Party; and GMAC LLC, a Delaware limited liability company, as agent for the Secured Parties (in such capacity, the “Omnibus Agent”), as Lender Agent under the Loan Agreement, as Lender under the MSR Loan A
OMNIBUS PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY dated as of March 18, 2009 among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC RESIDENTIAL CAPITAL, LLC RESIDENTIAL FUNDING COMPANY, LLC GMAC MORTGAGE, LLC and certain of their...Omnibus Pledge and Security Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
THIS OMNIBUS PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) dated as of March 18, 2009, is among RFC Asset Holdings II, LLC, a Delaware limited liability company (“RAHI”), and Passive Asset Transactions, LLC, a Delaware limited liability company (“PATI”); Residential Capital, LLC, a Delaware limited liability company (“ResCap”), Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), and GMAC Mortgage, LLC, a Delaware limited liability company (“GMAC Mortgage”); and each other Person that agrees to become a “Grantor” by executing and delivering a Joinder Agreement pursuant to Section 14 (RAHI, PATI, ResCap, RFC, GMAC Mortgage and each such other Person, together with any successors and assigns, is herein a “Grantor” and collectively, the “Grantors”); GMAC Investment Management LLC, a Delaware limited liability company (together with its successors and assigns, “GMAC IM”), as a Secured Party; and GMAC LLC, a Delaware limited liability comp
SIXTH AMENDMENT To Loan Agreement Dated as of May 19, 2009 by and among PASSIVE ASSET TRANSACTIONS, LLC, as Borrower, RFC ASSET HOLDINGS II, LLC, as Borrower, RESIDENTIAL FUNDING COMPANY, LLC, as Guarantor, GMAC MORTGAGE, LLC, as Guarantor,...Loan Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This SIXTH AMENDMENT (this “Agreement”) dated as of May 19, 2009 (the “Amendment Effective Date”), is by and among Passive Asset Transactions, LLC, a Delaware limited liability company (“PATI”), RFC Asset Holdings II, LLC, a Delaware limited liability company (“RAHI” and, together with PATI, each a “Borrower” and collectively, the “Borrowers”), Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), Residential Capital, LLC, a Delaware limited liability company (“ResCap”), GMAC Mortgage, LLC, a Delaware limited liability company (“GMAC Mortgage”, and together with RFC and ResCap, each a “Guarantor” and collectively, the “Guarantors”), the various other parties signatory hereto as obligors (the “Obligors”) GMAC LLC, a Delaware limited liability company (the “Initial Lender”), the financial institutions and other Persons that are or may from time to time become parties hereto as Lenders (together with the Initial Lender and their respective successors and assigns,
AMENDMENT NO. 9 TO THE LOAN AND SECURITY AGREEMENT Dated as of June 1, 2009Loan and Security Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
AMENDMENT NO. 9 TO THE LOAN AND SECURITY AGREEMENT (this “Amendment”) by and between Residential Funding Company, LLC, a Delaware limited liability company, as borrower (“RFC”), GMAC Mortgage, LLC, a Delaware limited liability company, as borrower (“GMAC Mortgage” and together with RFC, each a “Borrower” and collectively, the “Borrowers”), Residential Capital, LLC, a Delaware limited liability company, as guarantor (the “Guarantor”) and GMAC LLC, a Delaware limited liability company, as lender (the “Lender”).
SERVICING AGREEMENTServicing Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware
THIS AGREEMENT is made as of the 21st_day of August 2001, by and between GMAC MORTGAGE CORPORATION, a Pennsylvania corporation with offices at 100 Witmer Road, Horsham, Pennsylvania 19044 (hereinafter referred to as “GMACM”) and GMAC BANK, a federal savings bank with its principal office at 3710 Kennett Pike, Greenville, Delaware 19807 (“the Bank”).
THIRD AMENDMENT AGREEMENT To First Priority Pledge and Security Agreement and Irrevocable Proxy Dated as of January 30, 2009 by and among RESIDENTIAL FUNDING COMPANY, LLC, GMAC MORTGAGE, LLC, RESIDENTIAL CAPITAL, LLC AND CERTAIN OTHER AFFILIATES...Third Amendment Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This THIRD AMENDMENT AGREEMENT (this “Agreement”) dated as of January 30, 2009 (the “Amendment Effective Date”), is by and among Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), GMAC Mortgage, LLC, a Delaware limited liability company (“GMAC Mortgage”), Residential Capital, LLC (“ResCap”), DOA Holding Properties, LLC (“DOA”), and the other parties hereto as Grantors (each, together with RFC, GMAC Mortgage, ResCap and DOA, a “Grantor”), GMAC LLC, a Delaware limited liability company, in its capacity as Lender and as agent for the Lenders (in such capacity, the “Lender Agent”) and Wells Fargo Bank, N.A., as first priority collateral agent (in such capacity, the “First Priority Collateral Agent”).
RESIDENTIAL CAPITAL CORPORATION SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • March 28th, 2006 • Residential Capital Corp • Mortgage bankers & loan correspondents • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of November 21, 2005 (this “Supplemental Indenture”), between RESIDENTIAL CAPITAL CORPORATION, a Delaware corporation (the “Company”), the Guarantors and DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation duly incorporated and existing under the laws of the State of New York, as trustee (the “Trustee”).
