0000950137-08-010424 Sample Contracts

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

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AMENDMENT NO. 4 TO THE LOAN AND SECURITY AGREEMENT Dated as July 25, 2008
Loan and Security Agreement • August 8th, 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”).

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GUARANTEE OF RESIDENTIAL CAPITAL, LLC
Guarantee • 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”).

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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

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AMENDMENT NO. 3 TO THE LOAN AND SECURITY AGREEMENT Dated as June 2, 2008
Loan and Security Agreement • August 8th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York

AMENDMENT NO. 3 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”).

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LOAN AND SECURITY AGREEMENT dated as of April 18, 2008 by and between RESIDENTIAL FUNDING COMPANY, LLC, as Borrower, GMAC MORTGAGE, LLC as Borrower, and GMAC LLC as Lender
Loan and Security Agreement • August 8th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York

This LOAN AND SECURITY AGREEMENT (as amended or supplemented from time to time, this “Agreement”) dated as of April 18, 2008 is between 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”), and GMAC LLC, a Delaware limited liability company (the “Lender”).

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AMENDMENT TO THE LOAN AND SECURITY AGREEMENT Dated as May 21, 2008
Loan and Security Agreement • August 8th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York

AMENDMENT 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”).

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RESIDENTIAL CAPITAL, LLC AND EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETO 8.500% SENIOR SECURED GUARANTEED NOTES DUE 2010 INDENTURE Dated as of June 6, 2008 U.S. Bank National Association Trustee
Indenture • August 8th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York

INDENTURE dated as of June 6, 2008 among Residential Capital, LLC, a Delaware corporation, each of the Guarantors and U.S. Bank National Association, a national banking association, as Trustee.

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RESIDENTIAL CAPITAL, LLC AND EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETO 9.625% JUNIOR SECURED GUARANTEED NOTES DUE 2015 INDENTURE Dated as of June 6, 2008 U.S. Bank National Association Trustee
Indenture • August 8th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York

INDENTURE dated as of June 6, 2008 among Residential Capital, LLC, a Delaware corporation, each of the Guarantors and U.S. Bank National Association, a national banking association, as Trustee.

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SERVICER ADVANCE RECEIVABLES FACTORING AGREEMENT GMAC MORTGAGE, LLC and RESIDENTIAL FUNDING COMPANY, LLC (Sellers) and GMAC COMMERCIAL FINANCE LLC (Purchaser) Dated as of June 17, 2008
Servicer Advance Receivables Factoring Agreement • August 8th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York

This SERVICER ADVANCE RECEIVABLES FACTORING AGREEMENT (this “Agreement”) is made as of June 17, 2008, by and among GMAC MORTGAGE, LLC, a Delaware limited liability company (together with any successors, “GMAC Mortgage”), RESIDENTIAL FUNDING COMPANY, LLC, a Delaware limited liability company (together with any successors, “RFC”; and together with GMAC Mortgage, each a “Seller” and collectively the “Sellers”, as hereinafter further defined) and GMAC COMMERCIAL FINANCE LLC, a Delaware limited liability company (the “Purchaser”).

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AMENDMENT NO. 2 TO THE LOAN AND SECURITY AGREEMENT Dated as May 22, 2008
Loan and Security Agreement • August 8th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York

AMENDMENT NO. 2 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”).

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LOAN AGREEMENT 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, Certain Affiliates of the Borrowers and the...
Loan Agreement • August 8th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York

This LOAN AGREEMENT (as amended or supplemented from time to time, this “Agreement”) dated as of June 4, 2008, 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 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, each a “Lender” and collectively, the “Lenders”), and GMAC LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity together with its successors and assigns in

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SECOND SUPPLEMENTAL SUBORDINATED INDENTURE dated as of May 16, 2008 among RESIDENTIAL CAPITAL, LLC, THE GUARANTORS PARTY HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
Second Supplemental Subordinated Indenture • August 8th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York

THIS SECOND SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of May 16, 2008 (this “Supplemental Subordinated Indenture”), is by and among RESIDENTIAL CAPITAL, LLC, a Delaware limited liability company (the “Company”), the guarantors a party hereto (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”).

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WAIVER June 13, 2008
Waiver • August 8th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents

This Waiver is being agreed by Residential Capital, LLC (“ResCap”) and GMAC LLC (“GMAC”) pursuant to Section 8 of the Amended and Restated Operating Agreement, dated November 27, 2006, by and among ResCap, GMAC and General Motors Corporation (“GM”) (the “Operating Agreement”). Capitalized terms used but not defined in this waiver have the meanings given to them in the Operating Agreement.

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THIRD SUPPLEMENTAL INDENTURE dated as of May 16, 2008 among RESIDENTIAL CAPITAL, LLC, THE GUARANTORS PARTY HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
Third Supplemental Indenture • August 8th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York

THIS THIRD SUPPLEMENTAL INDENTURE, dated as of May 16, 2008 (this “Supplemental Indenture”), is by and among RESIDENTIAL CAPITAL, LLC, a Delaware limited liability company (the “Company”), the guarantors a party hereto (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”).

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FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY dated as of June 4, 2008 among RESIDENTIAL FUNDING COMPANY, LLC, GMAC MORTGAGE, LLC and certain of their Affiliates from time to time parties hereto, as Grantors GMAC, LLC, as Lender...
First Priority Pledge and Security Agreement • August 8th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York

THIS FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) dated as of June 4, 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”); 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 H

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INTERCREDITOR AGREEMENT
Intercreditor Agreement • August 8th, 2008 • Residential Capital, LLC • Mortgage bankers & loan correspondents
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