AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXYPledge and Security Agreement and Irrevocable Proxy • December 30th, 2009 • New York
IRREVOCABLE PROXY (this “Agreement”) dated as of December 30, 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”); Equity Investment I, LLC, a Delaware limited liability company (“Equity I”), 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, Equity I and each such other Person, together with any successors and assigns, is herein a “Grantor” and collectively, the “Grantors”); GMAC Inc., a Delaware limited liability company (together with its successors and assigns, “GMAC” or “Secured Party”).
