CUSTODIAL AGREEMENT among RESIDENTIAL FUNDING COMPANY, LLC, and GMAC MORTGAGE, LLC, as Sellers GMAC LLC, as Financing Party and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian Dated as of May 19, 2009Custodial Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
THIS CUSTODIAL AGREEMENT entered into as of May 19, 2009 (this “Agreement”), by and among RESIDENTIAL FUNDING COMPANY, LLC (“RFC” or “Seller”) and GMAC MORTGAGE, LLC (“GMACM” or “Seller” and together with RFC, the “Sellers”), GMAC LLC, in its capacity as Lender Agent under the Loan Agreement (the “Financing Party”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Custodian”), recites and provides:
AMENDMENT dated as of June 1, 2009 between GMAC Investment Management LLC and Residential Capital, LLC to the ISDA MASTER AGREEMENT dated as of March 18, 2009 between GMAC Investment Management LLC and Residential Capital, LLC (the “Agreement”)Isda Master Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
GMAC Investment Management LLC (“GMAC IM”) and Residential Capital, LLC (“ResCap”) have previously entered into the Agreement and now agree to amend the Agreement by the terms of this Amendment (this “Amendment”).
AMENDMENT dated as of June 1, 2009 between GMAC Investment Management LLC and GMAC Mortgage, LLC to the ISDA MASTER AGREEMENT dated as of March 18, 2009 between GMAC Investment Management LLC and GMAC Mortgage, LLC (the “Agreement”)Amendment • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
GMAC Investment Management LLC (“GMAC IM”)and GMAC Mortgage, LLC (“GMACM”) have previously entered into the Agreement and now agree to amend the Agreement by the terms of this Amendment (this “Amendment”).
SECOND AMENDMENT AGREEMENT To Omnibus Pledge and Security Agreement and Irrevocable Proxy Dated as of June 1, 2009 by and among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC RESIDENTIAL CAPITAL, LLC RESIDENTIAL FUNDING COMPANY, LLC GMAC...Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This SECOND AMENDMENT AGREEMENT (this “Agreement”) dated as of June 1, 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”); 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 of RAHI, PATI, ResCap, and RFC, 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 company, as agent for the Secured Parties (in such capacity, the “Omnibus Agent”), as Lender Agent under the Loan Agreement, as Lender under the MSR Loan A
SIXTH AMENDMENT To Loan Agreement Dated as of May 19, 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,...Loan Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This SIXTH AMENDMENT (this “Agreement”) dated as of May 19, 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”), 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,
AMENDMENT NO. 9 TO THE LOAN AND SECURITY AGREEMENT Dated as of June 1, 2009Loan and Security Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
AMENDMENT NO. 9 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”).
AMENDMENT NO. 11 TO THE LOAN AND SECURITY AGREEMENT Dated as of June 30, 2009Loan and Security Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
THIS AMENDMENT NO. 11 TO THE LOAN AND SECURITY AGREEMENT (this “Amendment”) is by and among 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”).
NINTH AMENDMENT To Loan Agreement Dated as of June 12, 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,...Loan Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This NINTH AMENDMENT (this “Agreement”), dated as of June 12, 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”), the various other parties signatory hereto as obligors (the “Obligors”), GMAC LLC, a Delaware limited liability company (“GMAC”), as the initial lender (in such capacity, 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 Initia
FIRST AMENDMENT AGREEMENT To Pledge and Security Agreement and Irrevocable Proxy Dated as of June 5, 2009 by and among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC RESIDENTIAL CAPITAL, LLC RESIDENTIAL FUNDING COMPANY, LLC GMAC MORTGAGE,...First Amendment Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This FIRST AMENDMENT AGREEMENT (this “Agreement”) dated as of June 5, 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”); 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 of RAHI, PATI, ResCap, and RFC, together with any successors and assigns, is herein a “Grantor” and collectively, the “Grantors”); and GMAC LLC, a Delaware limited liability company (“Secured Party” or “GMAC”).
Residential Capital, LLC / Residential Funding Securities, LLC Expense Sharing AgreementResidential Capital, LLC • August 7th, 2009 • Mortgage bankers & loan correspondents
Residential Capital, LLC (ResCap) is a wholly-owned subsidiary of GMAC LLC (GMAC), the direct parent of Residential Funding Securities, LLC (RFS). As such, ResCap is an affiliate of RFS. Certain RFS personnel are employed and supported by ResCap or ResCap affiliates.
TENTH AMENDMENT To Loan Agreement Dated as of June 30, 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,...Loan Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This TENTH AMENDMENT (this “Agreement”), dated as of June 30, 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”), the various other parties signatory hereto as obligors (the “Obligors”), GMAC LLC, a Delaware limited liability company (“GMAC”), as the initial lender (in such capacity, 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 Initia
AMENDMENT NO. 10 TO THE LOAN AND SECURITY AGREEMENT Dated as of June 12, 2009Loan and Security Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
THIS AMENDMENT NO. 10 TO THE LOAN AND SECURITY AGREEMENT (this “Amendment”) is by and among 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”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into on the 1st day of May, 2009 (the “Effective Date”), between Residential Funding Company, LLC, a Delaware limited liability company (“Seller”), and GMAC LLC, a Delaware limited liability company (“Purchaser”). 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).
FOURTH AMENDMENT AGREEMENT To Omnibus Pledge and Security Agreement and Irrevocable Proxy Dated as of June 30, 2009 by and among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC RESIDENTIAL CAPITAL, LLC RESIDENTIAL FUNDING COMPANY, LLC GMAC...Fourth Amendment Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This FOURTH AMENDMENT AGREEMENT (this “Agreement”), dated as of June 30, 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”); 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 of RAHI, PATI, ResCap, and RFC, 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 company, as agent for the Secured Parties (in such capacity, the “Omnibus Agent”), as Lender Agent under the Loan Agreement, as Lender under the MSR Loan
THIRD AMENDMENT AGREEMENT To Omnibus Pledge and Security Agreement and Irrevocable Proxy Dated as of June 5, 2009 by and among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC RESIDENTIAL CAPITAL, LLC RESIDENTIAL FUNDING COMPANY, LLC GMAC...Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This THIRD AMENDMENT AGREEMENT (this “Agreement”) dated as of June 5, 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”); 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 of RAHI, PATI, ResCap, and RFC, 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 company, as agent for the Secured Parties (in such capacity, the “Omnibus Agent”), as Lender Agent under the Loan Agreement, as Lender under the MSR Loan Ag
FIRST AMENDMENT TO ISDA MASTER AGREEMENTIsda Master Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents
This First Amendment (the “Amendment”) to the ISDA Master Agreement dated as of June 12, 2007 (the “Master Agreement”) is made as of the 6th day of April 2009 (the “Effective Date,” by and between GMAC BANK, a Utah state bank, with its principal office at 6985 Union Park Center, Suite 435, Midvale, Utah 84047 (“Party B”), and GMAC MORTGAGE, LLC, a Delaware limited liability company with offices at 1100 Virginia Drive, Fort Washington, Pennsylvania 19044 (“Party A”).
EIGHTH AMENDMENT To Loan Agreement Dated as of June 1, 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,...Eighth Amendment • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This EIGHTH AMENDMENT (this “Agreement”) dated as of June 1, 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”), 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
WAIVER AND SEVENTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
THIS WAIVER AND SEVENTH AMENDMENT TO LOAN AGREEMENT (“Waiver and Amendment Agreement”) is made as of May 27, 2009 with respect to the Loan Agreement, dated as of November 20, 2008 (as amended through the date hereof, the “Loan Agreement”) among Passive Asset Transactions, LLC, a Delaware limited liability company (“PATI”), RFC Asset Holdings II, LLC, a Delaware limited liability company
FIRST AMENDMENT To Credit Agreement Dated as of June 12, 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,...Credit Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This FIRST AMENDMENT (this “Agreement”), dated as of June 12, 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”), the various other parties signatory hereto as obligors (the “Obligors”), GMAC LLC, a Delaware limited liability company (“GMAC”), as the initial lender (in such capacity, 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 Initia
FIRST AMENDMENT TO THE GUARANTEE AND MASTER NETTING AGREEMENT Dated as of June 1, 2009Guarantee and Master Netting Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
FIRST AMENDMENT TO THE GUARANTEE AND MASTER NETTING AGREEMENT (this “Amendment”), 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”).
WAIVER AND SEVENTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
THIS WAIVER AND SEVENTH AMENDMENT TO LOAN AGREEMENT (“Waiver and Amendment Agreement”) is made as of May 27, 2009 with respect to the Loan Agreement, dated as of June 4, 2008 (as amended through the date hereof, the “Loan Agreement”) among Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), GMAC Mortgage, LLC, a Delaware limited liability company
SECOND AMENDMENT To Credit Agreement Dated as of June 30, 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,...Credit Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This SECOND AMENDMENT (this “Agreement”), dated as of June 30, 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”), the various other parties signatory hereto as obligors (the “Obligors”), GMAC LLC, a Delaware limited liability company (“GMAC”), as the initial lender (in such capacity, 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 Initi
FOURTH AMENDMENT AGREEMENT To Pledge and Security Agreement and Irrevocable Proxy Dated as of June 5, 2009 by and among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC AND CERTAIN AFFILIATES THEREOF FROM TIME TO TIME PARTY HERETO, as...Fourth Amendment Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This FOURTH AMENDMENT AGREEMENT (this “Agreement”) dated as of June 5, 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.
THIRD AMENDMENT AGREEMENT To Pledge and Security Agreement and Irrevocable Proxy Dated as of June 1, 2009 by and among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC AND CERTAIN AFFILIATES THEREOF FROM TIME TO TIME PARTY HERETO, as...Third Amendment Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This THIRD AMENDMENT AGREEMENT (this “Agreement”) dated as of June 1, 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.
NINTH AMENDMENT AGREEMENT Dated as of June 30, 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...Ninth Amendment Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This NINTH AMENDMENT AGREEMENT (this “Agreement”), dated as of June 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” 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”).
PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY dated as of June 1, 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 Affiliates...Pledge and Security Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
THIS PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) dated as of June 1, 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 LLC, a Delaware limited liability company (together with its successors and assigns, “GMAC” or “Secured Party”).
FIRST AMENDMENT AGREEMENT To Omnibus Pledge and Security Agreement and Irrevocable Proxy Dated as of May 19, 2009 by and among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC RESIDENTIAL CAPITAL, LLC RESIDENTIAL FUNDING COMPANY, LLC GMAC...First Amendment Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This FIRST AMENDMENT AGREEMENT (this “Agreement”) dated as of May 19, 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”); 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 of RAHI, PATI, ResCap, and RFC, 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 company, as agent for the Secured Parties (in such capacity, the “Omnibus Agent”), as Lender Agent, as Lender under the MSR Loan Agreement and as a Secured
CREDIT 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...Credit Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This CREDIT AGREEMENT (as amended or supplemented from time to time, this “Agreement”) dated as of June 1, 2009, 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
SECOND AMENDMENT AGREEMENT To Pledge and Security Agreement and Irrevocable Proxy Dated as of May 19, 2009 by and among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC AND CERTAIN AFFILIATES THEREOF FROM TIME TO TIME PARTY HERETO, as...Second Amendment Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This SECOND AMENDMENT AGREEMENT (this “Agreement”) dated as of May 19, 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.
EIGHTH AMENDMENT AGREEMENT Dated as of May 29, 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...Eighth Amendment Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This EIGHTH AMENDMENT AGREEMENT (this “Agreement”) dated as of May 29, 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”).
SECOND AMENDMENT AGREEMENT To Pledge and Security Agreement and Irrevocable Proxy Dated as of June 30, 2009 by and among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC RESIDENTIAL CAPITAL, LLC RESIDENTIAL FUNDING COMPANY, LLC GMAC...Second Amendment Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This SECOND AMENDMENT AGREEMENT (this “Agreement”), dated as of June 30, 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”); 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 of RAHI, PATI, ResCap, and RFC, together with any successors and assigns, is herein a “Grantor” and collectively, the “Grantors”); and GMAC LLC, a Delaware limited liability company (“Secured Party” or “GMAC”).
FIFTH AMENDMENT AGREEMENT To Pledge and Security Agreement and Irrevocable Proxy Dated as of June 30, 2009 by and among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC AND CERTAIN AFFILIATES THEREOF FROM TIME TO TIME PARTY HERETO, as...Fifth Amendment Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
This FIFTH AMENDMENT AGREEMENT (this “Agreement”), dated as of June 30, 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.
Residential Capital, LLC / RFSC International Limited Expense Sharing AgreementResidential Capital, LLC • August 7th, 2009 • Mortgage bankers & loan correspondents
Residential Captial, LLC (ResCap) is a wholly-owned subsidiary of GMAC LLC (GMAC), the parent of RFSC International Limited (RFSCIL). As such, ResCap is an affiliate of RFSCIL. Certain RFSCIL personnel are employed and supported by ResCap or ResCap affiliates.
WAIVER AND AMENDMENT TO GUARANTEEWaiver and Amendment Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
THIS WAIVER AND AMENDMENT TO GUARANTEE (“Waiver and Amendment Agreement”) is made as of May 27, 2009 with respect to the Guarantee, dated as of April 18, 2008 (the “Guarantee”), of Residential Capital, LLC, a Delaware limited liability company, as Guarantor (the “Guarantor”), in favor of GMAC LLC, a Delaware limited liability company, as lender (the “Lender”) pursuant to the Loan and Security Agreement, dated as of April 18, 2008 (the “Loan Agreement”), among GMAC and Guarantor’s affiliates Residential Funding Company, LLC and GMAC Mortgage, LLC, as Borrowers. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Loan Agreement.
AMENDMENT dated as of June 1, 2009 between GMAC Investment Management LLC and GMAC Mortgage, LLC to the MASTER SECURITIES FORWARD TRANSACTION AGREEMENT dated as of March 18, 2009 between GMAC Investment Management LLC and GMAC Mortgage, LLC (the...Transaction Agreement • August 7th, 2009 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York
GMAC Investment Management LLC (“GMAC IM”) and GMAC Mortgage, LLC (“GMACM”) have previously entered into the Agreement and now agree to amend the Agreement by the terms of this Amendment (this “Amendment”).
