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...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”).
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.
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”).
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”).
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
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”).
CLIENT CONTRACTClient Contract • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Minnesota
Client Contract dated as of March 01, 2008 (“Contract”) between Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), GMAC Bank, a Utah industrial bank (“GMACB”) (individually and collectively, RFC and GMACB are “Purchaser”) and GMAC Mortgage, LLC, a Delaware limited liability company (“GMACM”).
Master Securities Forward Transaction Agreement Dated as of March 18, 2009 Between: GMAC INVESTMENT MANAGEMENT LLC and GMAC MORTGAGE, LLCTransaction Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RESIDENTIAL CAPITAL, LLCLimited Liability Company Agreement • May 11th, 2009 • 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”).
FOURTH ADDENDUM TO SERVICING AGREEMENTServicing Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents
This Fourth Addendum dated and effective as of September 1, 2007 (the “Addendum”) is made to the Servicing Agreement dated as August 21, 2001 and amended as of July 1, 2004 and April 1, 2005 (the “Agreement”) by and between GMAC Mortgage, LLC (the “Affiliate”), a Delaware limited liability company [formerly known as GMAC Mortgage Corporation,] and GMAC Bank (the “Bank” or “GMACB”), a Utah industrial bank.
ADDENDUM TO SERVICING AGREEMENTAddendum to Servicing Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents
This Addendum dated as of July 1, 2004 (the “Addendum”) is made to the Servicing Agreement dated as of August, 2001 (the “Agreement”) by and between GMAC Mortgage Corporation (“GMACM” or “Servicer”), a Pennsylvania corporation with its principal office at 100 Witmer Road, Horsham, Pennsylvania 19044-0963 and GMAC Bank (the “Bank”), a federal savings bank with its principal office at 3710 Kennet Pike, Greenville, Delaware 19807.
FIRST AMENDMENT AGREEMENT To Pledge and Security Agreement and Irrevocable Proxy Dated as of March 18, 2009 by and among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC AND CERTAIN AFFILIATES THEREOF FROM TIME TO TIME PARTY HERETO, as...First Amendment Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This FIRST AMENDMENT AGREEMENT (this “Agreement”) dated as of March 18, 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”; 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 the other parties hereto as Grantors (each, together with each Borrower and each Guarantor, a “Grantor” and collectively, the “Grantors”); and GMAC LLC, a Delaware limited liability company, as Lender Agent for the Lender Parties.
Amendment to Client ContractClient Contract • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents
Amendment dated July 1st, 2008, to the Client Contract between GMAC Bank, a Utah industrial bank (“GMACB” as “Purchaser”) and GMAC Mortgage, LLC, a Delaware limited liability company (“GMACM”) (“Client”) dated February 8, 2008 (“Client Contract”).
FOURTH AMENDMENT Dated as of March 18, 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, RESIDENTIAL CAPITAL, LLC...Fourth Amendment • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This FOURTH AMENDMENT (this “Agreement”) dated as of March 18, 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”), 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 Del
THIRD ADDENDUM TO SERVICING AGREEMENTServicing Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents
This Third Addendum dated and effective as of June 1, 2007 (the “Addendum”) is made to the Servicing Agreement dated as August 21, 2001 and amended as of July 1, 2004 and April 1, 2005 (the “Agreement”) by and between GMAC Mortgage, LLC (the “Affiliate”), a Delaware limited liability company [formerly known as GMAC Mortgage Corporation,] and GMAC Bank (the “Bank” or “GMACB”), a Utah industrial bank.
AMENDMENT NO. 8 TO THE LOAN AND SECURITY AGREEMENT Dated as of March 18, 2009Loan and Security Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
AMENDMENT NO. 8 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”).
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”).
FIFTH AMENDMENT Dated as of March 31, 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, RESIDENTIAL CAPITAL, LLC...Residential Capital, LLC • May 11th, 2009 • Mortgage bankers & loan correspondents • New York
This FIFTH AMENDMENT (this “Agreement”) dated as of March 31, 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”), 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 Dela
SECOND ADDENDUM TO SERVICING AGREEMENTAddendum to Servicing Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents
This Second Addendum dated as of April 1, 2005 (the “Addendum”) is made to the Servicing Agreement dated as of August 21, 2001 and amended as of July 1, 2004 (the “Agreement”) by and between GMAC Mortgage Corporation (“GMACM” or “Servicer”), a Pennsylvania corporation with its principal office at 100 Witmer Road, Horsham, Pennsylvania 19044-0963 and GMAC Bank (the “Bank”), a federal savings bank with its principal office at 3710 Kennett Pike, Greenville, Delaware 19807.
SIXTH AMENDMENT AGREEMENT Dated as of March 31, 2009 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...Sixth Amendment Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This SIXTH AMENDMENT AGREEMENT (this “Agreement”) dated as of March 31, 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” 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, 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”).
THIRD ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents
This Third Addendum dated and effective as of December 19, 2008 (the “Third Addendum”) is made to the Administrative Services Agreement dated as of November 22, 2006 and amended as of June 1, 2007 and August 1, 2007 (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.
SECOND AMENDMENT AGREEMENT To First Priority Pledge and Security Agreement and Irrevocable Proxy Dated as of January 14, 2009 by and among RESIDENTIAL FUNDING COMPANY, LLC, GMAC MORTGAGE, LLC, RESIDENTIAL CAPITAL, LLC AND CERTAIN OTHER AFFILIATES...Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This SECOND AMENDMENT AGREEMENT (this “Agreement”) dated as of January 14, 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”) 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”).
UNIT ASSIGNMENT ASSIGNMENT AND ASSUMPTION OF LIMITED LIABILITY COMPANY INTERESTSAssignment and Assumption of Limited Liability Company Interests • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware
This ASSIGNMENT AND ASSUMPTION OF LIMITED LIABILITY COMPANY INTERESTS (this “Assignment”), dated as of January 30, 2009, is by and between Residential Capital, LLC, a Delaware limited liability company (“Assignor”), and GMAC LLC, a Delaware limited liability company (“Assignee”).
BROKER AGREEMENTBroker Agreement • May 11th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware
THIS AGREEMENT (“the Agreement”) is made this 20th day of November, 2008, by and between GMAC Bank, a Utah state-chartered industrial bank (“GMACB”), GMAC Mortgage, LLC, a Delaware limited liability company (“GMACM”), and Ditech, LLC, a Delaware limited liability company (“Ditech”, and together with GMACM, the “Broker”).
