Joinder Agreement

Exhibit 10.20

Joinder Agreement

This JOINDER AGREEMENT, dated as of September 22, 2008, is delivered pursuant to Section 16 of the Third 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 Xxxxx Fargo Bank, N.A., as Third 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.

WHEREAS, Section 11(a)(xv) of the Pledge and Security Agreement, which requires that if any Obligor takes action to grant the First Priority Collateral Agent additional collateral it shall do the same for the Third Priority Collateral Agent.

By executing and delivering this Joinder Agreement, each of GMAC Model Home Finance I, LLC (“GMAC Model Home”) and GMAC Home Services, LLC (“GMAC Home Services”, and together with GMAC Model Home, collectively, the “New Equity Pledgors”), as provided in Section 16 of the Pledge and Security Agreement, hereby becomes a party to the Pledge and Security Agreement as an Equity Pledgor thereunder with the same force and effect as if originally named as an Equity Pledgor therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, hereby mortgages, pledges, assigns, transfers and hypothecates to the Third Priority Collateral Agent for the benefit of the Secured Parties, and grants to the Third Priority Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such New Equity Pledgor described in Annex A and expressly assumes all obligations and liabilities of an Equity Pledgor thereunder. Each of the New Equity Pledgors hereby agrees to be bound as an Equity Pledgor for the purposes of the Pledge and Security Agreement.

The information set forth in Annex B is hereby added to the information set forth in Schedules I through VIII and Attachment I to the Pledge and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, each of the New Equity Pledgors hereby agrees that this Joinder Agreement may be attached to the Pledge and Security Agreement and that the Collateral listed on Annex A to this Joinder Amendment shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all Obligations.

Each of the New Equity Pledgors hereby represents and warrants that each of the representations and warranties contained in Section 7 of the Pledge and Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date.

IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and delivered as of the date first above written.

	GMAC HOME SERVICES, LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Chief Financial Officer
	GMAC MODEL HOME FINANCE I, LLC
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Chief Financial Officer

ACKNOWLEDGED AND AGREED
as of the date first above written:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:		/s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Vice President
XXXXX FARGO BANK, N.A.,
as Third Priority Collateral Agent
By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx Title: Vice President

ANNEX A
TO JOINDER AGREEMENT

Description of Collateral

As used in the Joinder Agreement to which this Annex A is attached, the “Collateral” of the Equity Pledgors executing this Joinder Agreement shall mean with respect to each such Equity Pledgor:

All of such Equity Pledgor’s right, title and interest, in, to, and under, whether now or hereafter existing, owned or acquired and wherever located and howsoever created, arising or evidenced, all of the following:

     (a) all Pledged Shares of each Pledged Share Issuer identified in Item A of Attachment I to the Pledge and Security Agreement;

     (b) all other Pledged Shares issued by any Pledged Share Issuer and pledged hereunder by any Equity Pledgor from time to time;

     (c) all promissory notes, if any, of each Pledged Note Issuer identified in Item D of Attachment I to the Pledge and Security Agreement;

     (d) all other Pledged Notes, if any, issued by any Pledged Note Issuer from time to time;

     (e) all Pledged Note Liens, if any;

     (f) all Pledged Interests of each Pledged Interest Issuer identified in Item B of Attachment I to the Pledge and Security Agreement (including, without limitation, the Pledged Interests described in Annex B hereto);

     (g) all other Pledged Interests issued by any Pledged Interest Issuer and pledged hereunder by any Equity Pledgor from time to time;

     (h) all Dividends, Distributions, interest, and other payments and rights with respect to any Pledged Shares or Pledged Interests;

     (i) all Deposit Accounts and all Property deposited or carried therein or credited thereto; and

     (j) all Securities Accounts and all Property (including all Investment Property and Financial Assets) deposited or carried therein or credited thereto, and all permitted investments acquired with funds on deposit in or carried in or credited to such Securities Accounts;

together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, all claims and/or insurance proceeds arising out of the loss, nonconformity or any

interference with the use of, or any defect or infringement of rights in, or damage to, any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from, and all distributions on and rights arising out of, any of the foregoing;

provided that, notwithstanding the foregoing, the “Collateral” described in this Annex A shall not include Excluded Assets. The Equity Pledgors shall, from time to time, execute and deliver to the Trustee, as the Trustee may reasonably request, all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action as the Trustee reasonably deems necessary or advisable to ensure a Third Priority, perfected security interest in all or any portion of the Collateral.

ANNEX B
TO JOINDER AGREEMENT

Updated Information to Schedules I-VIII and Attachment I
to Pledge and Security Agreement and Irrevocable Proxy

     1. Schedule I to the Pledge and Security Agreement is amended by the addition of the following:

GMAC HOME SERVICES, LLC

Jurisdiction of Formation: Delaware
FEIN: 00-0000000
State organization ID number: 20909247
Chief Executive Office/Principal place of business:
0000 Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000

GMAC MODEL HOME FINANCE I, LLC

Jurisdiction of Formation: Delaware
FEIN: 00-0000000
State organization ID number: 4555820
Chief Executive Office/Principal place of business:
Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000

and by the deletion of the Grantor Information for GMAC Model Home Finance, LLC.

     2. Schedule III to the Pledge and Security Agreement is amended by the addition of the following to Section 1 thereto:

GMAC HOME SERVICES, LLC

Prior names: GMAC Home Services, Inc.

GMAC MODEL HOME FINANCE I, LLC

Prior names: None

and by the deletion of the information for GMAC Model Home Finance, LLC therefrom.

     3. Schedule VII to the Pledge and Security Agreement is amended by [the addition of the following:

				Jurisdiction of
				Incorporation
Parent		Subsidiary		(Subsidiary)
GMAC Home Services, LLC		GMAC Global Relocation Services, LLC		Delaware
		GHS Metro NY, Inc.		Delaware
		Fort Dearborn Land Title Company		Delaware
		Referral Network of IL, LLC		Delaware
		Xxxxxxx & Xxxxx, LLC		Delaware
		Xxxxxxx & Strey Insurance Agency, LLC		Delaware
		Referral Network of Pureg, Inc.		Delaware
		Eastern Mass Real Estate, LLC		MA
		GMAC Real Estate, LLC		Delaware
		GHS Mortgage, LLC		Delaware
		Pacifico Union Real Estate Group, Ltd.		CA
GMAC Model Home Finance I, LLC		CMH Holdings, LLC		Delaware

and the deletion of information for GMAC Model Home Finance, LLC.

     4. Schedule XI to the Pledge and Security Agreement is amended by the addition of the following, under the heading “Equity Pledgors”:

GMAC Home Services, LLC
0000 Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Attn: Xxxx Xxxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
Email: xxxx_xxxxxxx@xxxxxx.xxx

GMAC Model Home Finance I, LLC
Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: xxxx.xxxxxxxx@xxxxxxxxxx.xxx

and by the deletion of the notice information for GMAC Model Home Finance, LLC therefrom.

     5. Attachment I to the Pledge and Security Agreement is amended by the addition of the following to Item B thereto:

		Interest
		Type of		Interests Owned						% of Interests of
Pledged Interests Issuer		Interests		by Pledgor				Pledgor		Pledgor Pledged
GMAC Global Relocation Services, LLC		Limited Liability Company			100	%		GMAC Home Services, LLC			100	%
DOA Properties III (Models), LLC		Limited Liability Company			100	%		DOA Holding Properties, LLC			100	%
DOA Properties IIIB (KB Models), LLC		Limited Liability Company			100	%		DOA Holding Properties, LLC			100	%
DOA Properties V (Lots-CA), LLC		Limited Liability Company			100	%		DOA Holding Properties, LLC			100	%
DOA Properties VII (Lots-NV), LLC		Limited Liability Company			100	%		DOA Holding Properties, LLC			100	%
DOA Properties IX (Lots-Other), LLC		Limited Liability Company			100	%		DOA Holding Properties, LLC			100	%
DOA Properties VIII (Marbella Lakes), LLC		Limited Liability Company			100	%		DOA Holding Properties, LLC			100	%
DOA Properties IV, LLC		Limited Liability Company			100	%		DOA Holding Properties, LLC			100	%
CMH Holdings, LLC		Class B Junior Preferred Units			100	%		GMAC Model Home Finance I, LLC			100	%

and by the deletion of the Interests pledged by GMCMTH, LLC, KBOne, LLC, LENOne, LLC, WPSHOne, LLC and RFC MHF Funding, LLC, in each case pledged by GMAC Model Home Finance, LLC, from Item B thereto.