Joinder Agreement

Exhibit 10.16

EXECUTION VERSION

Joinder Agreement

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 Xxxxx 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 Marbella Lakes Associates, LLC (f/k/a DOA Properties VIII (Marbella Lakes), LLC) (“Marbella”).

By executing and delivering this Joinder Agreement, the New Equity Pledgor, as provided in Section 15 of the Pledge and Security Agreement, agrees that it shall, effective on the date hereof immediately upon the execution and delivery of the Operating Agreement and the admission of GL as a member of Marbella thereunder, automatically become 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 First Priority Collateral Agent for the benefit of the Lender Parties, and grants to the First Priority Collateral Agent for the benefit of the Lender Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the New Equity Pledgor described in Annex A and expressly assumes all obligations and liabilities of an Equity Pledgor thereunder. The New Equity Pledgor hereby agrees to be bound as an Equity Pledgor for the purposes of the Pledge and Security Agreement.

In addition to the foregoing, the New Equity Pledgor hereby agrees to be bound by the terms and conditions of the Intercreditor Agreement and the Loan Agreement (each as defined under the Pledge and Security Agreement, and as amended, supplemented, amended and restated or otherwise modified from time to time) as if it had signed as an Obligor thereunder.

The information set forth in Annex B is hereby added to the information set forth in Schedules I through XI and Attachment I to the Pledge and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the New Equity Pledgor 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.

The New Equity Pledgor hereby represents and warrants that each of the representations and warranties contained in Section 6 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.

Joinder Agreement — Equity Investment IV

The New Equity Pledgor hereby further represents, warrants and covenants that it will not Transfer any of its assets (after giving effect, for the avoidance of doubt, to the admission of GL as a member of Marbella under the Operating Agreement) without the express written consent of GMAC.

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

	EQUITY INVESTMENT IV, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:  Xxxxxx X. Xxxxxx
	Title:  Vice President

ACKNOWLEDGED AND AGREED
as of the date first above written:

GMAC, LLC
as Lender Agent

By: /s/ Xxxxx X. Xxxxxx

Name: Xxxxx X. Xxxxxx

Title: Group VP/Treasurer

XXXXX FARGO BANK, N.A.,
as First Priority Collateral Agent

By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx

Title: Vice President

XXXXX FARGO BANK, N.A.,
as Collateral Control Agent

By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx

Title: Vice President

Joinder Agreement — Equity Investment IV

ACKNOWLEDGED AND AGREED FOR
PURPOSES OF THE LOAN AGREEMENT
as of the date first above written:

GMAC MORTGAGE, LLC

By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx

Title: Assistant Treasurer

RESIDENTIAL FUNDING COMPANY, LLC

By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx

Title: Vice President

Joinder Agreement — Equity Investment IV

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 Pledgor executing this Joinder Agreement shall mean with respect to 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

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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 Pledgor shall, from time to time, execute and deliver to the Lender Agent, as the Lender Agent 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 Lender Agent reasonably deems necessary or advisable to ensure a first priority, perfected security interest in all or any portion of the Collateral.

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ANNEX B
TO JOINDER AGREEMENT

Updated Information to Schedules I-XI 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:

EQUITY INVESTMENT IV, LLC

Jurisdiction of Formation: Delaware
FEIN: 00-0000000
State organization ID number: 4572829
Chief Executive Office/Principal place of business:
Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000

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

EQUITY INVESTMENT IV, LLC

Prior names: None

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

				Jurisdiction of
				Incorporation
Parent		Subsidiary		(Subsidiary)
Equity Investment IV, LLC		Marbella Lakes Associates, LLC		Delaware

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

Equity Investment IV, 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

     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
Marbella Lakes		Limited Liability Company		66.67%		Equity Investment IV, LLC		100%
Associates, LLC
(f/k/a DOA Properties VIII (Marbella Lakes), LLC)

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