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.
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”).
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.
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.
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”).
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”.
FIRST AMENDMENT AGREEMENT Dated as of July 29, 2008 by and among RESIDENTIAL FUNDING COMPANY, LLC, as Borrower, GMAC MORTGAGE, LLC, as Borrower, RESIDENTIAL CAPITAL, LLC AND CERTAIN OTHER AFFILIATES OF THE BORROWERS PARTY HERETO, as Guarantors or...First Amendment Agreement • November 10th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This FIRST AMENDMENT AGREEMENT (this “Agreement”) dated as of July 29, 2008 (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”, and together with RFC, each a “Borrower” and collectively, the “Borrowers”), Residential Capital, LLC and the other Affiliates of the Borrowers party hereto as Guarantors (each, a “Guarantor”), the Affiliates of the Borrower party hereto as Obligors (each, an “Obligor”), GMAC LLC, a Delaware limited liability company, in its capacity as Lender and as agent for the Lenders (in such capacity, the “Lender Agent”).
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”).
July 29, 2008Residential Capital, LLC • November 10th, 2008 • Mortgage bankers & loan correspondents • New York
Reference is hereby made to that certain Loan Agreement (the “Loan Agreement”) dated as of June 4, 2008 among Residential Funding Company, LLC and GMAC Mortgage, LLC as borrowers (each, a “Borrower” and collectively, the “Borrowers”), Residential Capital, LLC, GMAC Residential Holding Company, LLC, GMAC-RFC Holding Company, LLC, Homecomings Financial, LLC, as guarantors, certain other affiliates of the Borrowers party thereto (together with the Borrowers, each an “Obligor” and collectively, the “Obligors”), Wells Fargo Bank, N.A. as first priority collateral agent and GMAC LLC as lender agent (in such capacity, the “Lender Agent”) and as initial lender (in such capacity, the “Initial Lender”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Loan Agreement.
HEDGE PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY dated as of August 14, 2008 among RESIDENTIAL FUNDING COMPANY, LLC, GMAC MORTGAGE, LLC and certain of their Affiliates from time to time parties hereto, as Grantors and GMAC, LLC, as Hedge...Hedge Pledge and Security Agreement and Irrevocable Proxy • November 10th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
THIS HEDGE PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) dated as of August 14, 2008, is among Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), and GMAC Mortgage, LLC, a Delaware limited liability company (“GMAC Mortgage; and together with RFC, each a “Borrower” and collectively, the “Borrowers”); Residential Capital, LLC, a Delaware limited liability company (“ResCap”), 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 ResCap, Homecomings, RFC Holdings, and Residential herein a “Guarantor” and collectively, the “Guarantors”); Developers of Hidden Springs, LLC, a Delaware limited liability company (“Developers”) and DOA Holding Properties, LLC, a Delaware limited liability company (“DOA”), GMAC Model Home Fin
Joinder AgreementJoinder Agreement • November 10th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents
This JOINDER AGREEMENT, dated as of June 9, 2008 is delivered pursuant to Section 15 of the First Priority Pledge and Security Agreement and Irrevocable Proxy, dated as of June 4, 2008, among Residential Funding Company, LLC, GMAC Mortgage, LLC, certain of their Affiliates from time to time parties thereto as Grantors, GMAC, LLC, as Lender and Lender Agent, and Wells Fargo Bank, N.A., as First 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.
SCHEDULE to the Master Agreement dated as of August 14, 2008 between GMAC LLC and RESIDENTIAL CAPITAL, LLC (“Party A”) (“Party B”)Master Agreement • November 10th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
All capitalized terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Loan Agreement, dated as of June 4, 2008, among Residential Funding Company, LLC, GMAC Mortgage, LLC (collectively, “Borrowers”), Residential Capital, LLC, and certain other Affiliates of the Borrowers party thereto as Guarantors, certain Affiliates of the Borrowers and the Guarantors party thereto as Obligors, GMAC LLC, as Initial Lender and as Lender Agent and certain other financial institutions and persons from time to time party thereto as Lenders, (as amended from time to time, the “Loan Agreement”).
Joinder AgreementJoinder Agreement • November 10th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents
SECOND AMENDMENT AGREEMENT Dated as of August 14, 2008 by and among RESIDENTIAL FUNDING COMPANY, LLC, as Borrower, GMAC MORTGAGE, LLC, as Borrower, RESIDENTIAL CAPITAL, LLC AND CERTAIN OTHER AFFILIATES OF THE BORROWERS PARTY HERETO, as Guarantors or...Second Amendment Agreement • November 10th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This SECOND AMENDMENT AGREEMENT (this “Agreement”) dated as of August 14, 2008 (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”, and together with RFC, each a “Borrower” and collectively, the “Borrowers”), Residential Capital, LLC and the other Affiliates of the Borrowers party hereto as Guarantors (each, a “Guarantor”), the Affiliates of the Borrower party hereto as Obligors (each, an “Obligor”) and GMAC LLC, a Delaware limited liability company, in its capacity as Initial Lender and as agent for the Lenders (in such capacity, the “Lender Agent”).
Joinder AgreementJoinder Agreement • November 10th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents
This JOINDER AGREEMENT, dated as of August 15, 2008 is delivered pursuant to Section 15 of the First Priority Pledge and Security Agreement and Irrevocable Proxy, dated as of June 4, 2008, among Residential Funding Company, LLC, GMAC Mortgage, LLC, certain of their Affiliates from time to time parties thereto as Grantors, GMAC, LLC, as Lender and Lender Agent, and Wells Fargo Bank, N.A., as First Priority Collateral 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.
Joinder AgreementJoinder Agreement • November 10th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents
This JOINDER AGREEMENT, dated as of August 6, 2008 is delivered pursuant to Section 15 of the First Priority Pledge and Security Agreement and Irrevocable Proxy, dated as of June 4, 2008, among Residential Funding Company, LLC, GMAC Mortgage, LLC, certain of their Affiliates from time to time parties thereto as Grantors, GMAC, LLC (“GMAC”), as Lender and Lender Agent, and Wells Fargo Bank, N.A., as First Priority Collateral 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. Reference is made to that certain Amended and Restated Operating Agreement of Marbella Lakes Associates, LLC, dated the date hereof (the “Operating Agreement”), by and between Equity Investment IV, LLC (the “New Equity Pledgor”) and Naples Associates III, LLC (“GL”), pursuant to which GL will be admitted as a member with a 33.33% interest in
FIRST AMENDMENT AGREEMENT To First Priority Pledge and Security Agreement and Irrevocable Proxy Dated as of August 14, 2008 by and among RESIDENTIAL FUNDING COMPANY, LLC, GMAC MORTGAGE, LLC, RESIDENTIAL CAPITAL, LLC AND CERTAIN OTHER AFFILIATES...Joinder Agreement • November 10th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This FIRST AMENDMENT AGREEMENT (this “Agreement”) dated as of August 14, 2008 (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”) and the other parties hereto as Grantors (each, together with RFC, GMAC Mortgage and ResCap, 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”).
