PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY dated as of November 20, 2008 among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC and certain of their Affiliates from time to time parties hereto, as Grantors and GMAC LLC, as Lender AgentPledge and Security Agreement • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
THIS PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) dated as of November 20, 2008, is 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 each other Person that agrees to become a “Grantor” by executing and delivering a Joinder Agreement pursuant to Section 12 (each Borrower, each Guarantor and each such other Person, together with any successors and assigns, is herein a “Grantor” and collectively, the “Grantors”); and GMAC LLC, a Delaware limited
EMPLOYEE LEASING AGREEMENTEmployee Leasing Agreement • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware
This EMPLOYEE LEASING AGREEMENT (“Agreement”) is made as of the 20th day of November, 2008 and effective as of the Closing Date subject to consummation of the Closing, between RESIDENTIAL CAPITAL, LLC, a limited liability company organized under the laws of Delaware (“ResCap”), and RESMOR TRUST COMPANY, a Canadian federally incorporated trust company (“RTC”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
FIRST AMENDMENT Dated as of December 22, 2008 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,...First Amendment • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This FIRST AMENDMENT (this “Agreement”) dated as of December 22, 2008 (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 D
SHARE PURCHASE AGREEMENT between GMAC RESIDENTIAL FUNDING OF CANADA, LIMITED, as Seller and GMAC LLC, as Purchaser November 20, 2008Share Purchase Agreement • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware
This SHARE PURCHASE AGREEMENT is entered into on the 20th day of November, 2008 between GMAC Residential Funding of Canada, Limited, a company organized under the laws of Canada (“Seller”), and GMAC LLC, a Delaware limited liability company (“Purchaser”).
TERMINATION AGREEMENTTermination Agreement • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Ontario
This TERMINATION AGREEMENT (“Agreement”) is dated as of the 20th day of November, 2008 and effective as of the Closing Date subject to consummation of the Closing, between GMAC RESIDENTIAL FUNDING OF CANADA, LIMITED, a corporation organized under the laws of Canada (“RFOC”), and RESMOR TRUST COMPANY, a Canadian federally incorporated trust company (“ResMor”).
AMENDMENT NO. 1 TO THE SERVICER ADVANCE RECEIVABLES FACTORING AGREEMENT Dated as of October 6, 2008Servicer Advance Receivables Factoring Agreement • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
AMENDMENT NO. 1 TO THE SERVICER ADVANCE RECEIVABLES FACTORING AGREEMENT (this “Amendment”) by and among GMAC MORTGAGE, LLC, a Delaware limited liability company, as a seller (together with any successors, “GMAC Mortgage”), RESIDENTIAL FUNDING COMPANY, LLC, a Delaware limited liability company, as a seller (together with any successors, “RFC” and together with GMAC Mortgage, each a “Seller” and collectively, the “Sellers”) and GMAC COMMERCIAL FINANCE LLC, a Delaware limited liability company, as purchaser (the “Purchaser”).
THIRD AMENDMENT AGREEMENT Dated as of November 25, 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...Third Amendment Agreement • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This THIRD AMENDMENT AGREEMENT (this “Agreement”) dated as of November 25, 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”).
AMENDMENT NO. 6 TO THE LOAN AND SECURITY AGREEMENT Dated as of October 17, 2008Loan and Security Agreement • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
AMENDMENT NO. 6 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”), Residential Capital, LLC, a Delaware limited liability company, as guarantor (the “Guarantor”) and GMAC LLC, a Delaware limited liability company, as lender (the “Lender”).
SECOND AMENDMENT Dated as of December 29, 2008 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,...Second Amendment • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This SECOND AMENDMENT (this “Agreement”) dated as of December 29, 2008 (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
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Ontario
WHEREAS, pursuant to a Loan Agreement, dated as of the date hereof, between the Grantor, as Borrower (the “Borrower”), and the Lender, as Lender (as amended, supplemented, restated or otherwise modified from time to time, the “Loan Agreement”), the Lender agreed to make a loan to the Borrower (the “Loan”);
LOAN AGREEMENT 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 as Guarantor, GMAC LLC, as...Loan Agreement • February 27th, 2009 • 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 November 20, 2008, 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 G
ContractAssignment and Assumption Agreement • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Ontario
THIS ASSIGNMENT AND ASSUMPTION is dated as of November 20, 2008 and effective as of the Closing Date (as such term is defined in the Share Purchase Agreement) subject to consummation of the Closing (as such term is defined in the Share Purchase Agreement),
FIFTH AMENDMENT AGREEMENT Dated as of December 31, 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...Fifth Amendment Agreement • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This FIFTH AMENDMENT AGREEMENT (this “Agreement”) dated as of December 31, 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”).
AMENDMENT NO. 5 TO THE LOAN AND SECURITY AGREEMENT Dated as of October 3, 2008Loan and Security Agreement • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
AMENDMENT NO. 5 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”).
FOURTH AMENDMENT AGREEMENT Dated as of December 12, 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...Fourth Amendment Agreement • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This FOURTH AMENDMENT AGREEMENT (this “Agreement”) dated as of December 12, 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”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of November 20, 2008 and effective as of the Closing Date subject to the consummation of the Closing (the “Effective Date”), between RESIDENTIAL CAPITAL, LLC, a Delaware limited liability company (“ResCap”), GMAC RESIDENTIAL FUNDING OF CANADA, LIMITED, a corporation organized under the laws of Canada (“RFOC”) (ResCap and RFOC are collectively referred to as the “ResCap Entities”) and RESMOR TRUST COMPANY, a Canadian federally incorporated trust company (“ResMor”). All capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to them in the Purchase Agreement (as defined below).
AMENDMENT NO. 7 TO THE LOAN AND SECURITY AGREEMENT Dated as of December 10, 2008Loan and Security Agreement • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
AMENDMENT NO. 7 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”), Residential Capital, LLC, a Delaware limited liability company, as guarantor (the “Guarantor”) and GMAC LLC, a Delaware limited liability company, as lender (the “Lender”).
LOAN AGREEMENTLoan Agreement • February 27th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Ontario
This SHARE PURCHASE AGREEMENT is entered into on the 20th day of November, 2008 between GMAC Residential Funding of Canada, Limited, a company organized under the laws of Canada (“Seller”), and GMAC LLC, a Delaware limited liability company (“Purchaser”).
