SECOND AMENDMENT AGREEMENT To First Priority Pledge and Security Agreement and Irrevocable Proxy Dated as ofJanuary 14, 2009 by and among RESIDENTIAL FUNDING COMPANY, LLC, GMAC MORTGAGE, LLC, RESIDENTIAL CAPITAL, LLC AND CERTAIN OTHER AFFILIATES THEREOF PARTY HERETO,

EX-10.1 3 dex101.htm SECOND AMENDMENT AGREEMENT TO FIRST PRIORITY PLEDGE AND SECURITY AGREEMENT Second Amendment Agreement to First Priority Pledge and Security Agreement

Exhibit 10.1

Execution Copy

SECOND AMENDMENT AGREEMENT

To First Priority Pledge and Security Agreement and Irrevocable Proxy

Dated as of January 14, 2009

by and among

RESIDENTIAL FUNDING COMPANY, LLC,

GMAC MORTGAGE, LLC,

RESIDENTIAL CAPITAL, LLC AND CERTAIN OTHER

AFFILIATES THEREOF PARTY HERETO,

as Grantors,

WELLS FARGO BANK, N.A.

as First Priority Collateral Agent

and

GMAC LLC,

as Lender and Lender Agent

---

This SECOND AMENDMENT AGREEMENT (this “Agreement”) dated as of January 14, 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”), Residential Capital, LLC (“ResCap”) and the other parties hereto as Grantors (each, together with RFC, GMAC Mortgage and ResCap, a “Grantor”), GMAC LLC, a Delaware limited liability company, in its capacity as Lender and as agent for the Lenders (in such capacity, the “Lender Agent”) and Wells Fargo Bank, N.A., as first priority collateral agent (in such capacity, the “First Priority Collateral Agent”).

Reference is hereby made to the First Priority Pledge and Security Agreement and Irrevocable Proxy dated as of June 4, 2008 among the Grantors, the Initial Lender, the Lender Agent and the First Priority Collateral Agent (as modified by the deletion and joinder of parties prior to the date hereof and as otherwise amended through August 14, 2008, the “Security Agreement”).

RECITALS

1. Each of the parties hereto is a party to the Security Agreement.

2. The parties hereto desire to make certain amendments to the Security Agreement.

3. Each of the parties hereto, by its signature hereto, hereby acknowledges, consents and agrees to the changes set forth herein.

4. In consideration of the promises and mutual agreements herein contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINED TERMS

SECTION 1.1 Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Security Agreement.

 

		1		Second Amendment

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ARTICLE II

AMENDMENTS TO THE AFFECTED DOCUMENTS

SECTION 2.1 Amendment to Schedule I. Schedule I to the Security Agreement is hereby amended by the deletion of the following:

GMAC HOME SERVICES, LLC

Jurisdiction of Formation: Delaware

FEIN: 23 ###-###-####

State organization ID number: 20909247

Chief Executive Office/Principal place of business:

2021 Spring Road, Suite 300

Oak Brook, IL 60523

EASTERN MASSACHUSETTS REAL ESTATE, LLC

Jurisdiction of Formation: Delaware

FEIN: 04 ###-###-####

State organization ID number: 4218266

Chief Executive Office/Principal place of business:

13 Enon Street

Beverly, MA ###-###-####

KOENIG & STREY INSURANCE AGENCY, LLC

Jurisdiction of Formation: Delaware

FEIN: 36 ###-###-####

State organization ID number: 4149084

Chief Executive Office/Principal place of business:

3201 Old Glenview Road

Wilmette, IL 60091-2999

KOENIG & STREY, LLC

Jurisdiction of Formation: Delaware

FEIN: 36 ###-###-####

State organization ID number: 4149101

Chief Executive Office/Principal place of business:

3201 Old Glenview Road

Wilmette, IL 60091-2999

 

		2		Second Amendment

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PACIFIC UNION REAL ESTATE GROUP, LTD.

Jurisdiction of Formation: California

FEIN: 94 ###-###-####

State organization ID number: C1617136

Chief Executive Office/Principal place of business:

567 Sycamore Valley Road West

Danville, CA ###-###-####

REFERRAL NETWORK OF IL, LLC

Jurisdiction of Formation: Delaware

FEIN: 25-1876439

State organization ID number: 3305663

Chief Executive Office/Principal place of business:

3201 Old Glenview Road

Wilmette, IL 60091-2999

REFERRAL NETWORK OF MASSACHUSETTS, LLC

Jurisdiction of Formation: Delaware

FEIN: 06-1269599

State organization ID number: 4119843

Chief Executive Office/Principal place of business:

13 Enon Street

Beverly, MA ###-###-####

REFERRAL NETWORK OF NY/NJ, LLC

Jurisdiction of Formation: Delaware

FEIN: 52 ###-###-####

State organization ID number: 3241369

Chief Executive Office/Principal place of business:

2021 Spring Road Suite #300

Oak Brook, IL 60523-1853

REFERRAL NETWORK OF PUREG, INC.

Jurisdiction of Formation: Delaware

FEIN: 73-1685358

State organization ID number: 3719971

Chief Executive Office/Principal place of business:

567 Sycamore Valley Road West

Danville, CA ###-###-####

 

		3		Second Amendment

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GHS METRO NY, LLC

Jurisdiction of Formation: Delaware

FEIN: 52 ###-###-####

State organization ID number: 3205042

Chief Executive Office/Principal place of business:

2021 Spring Road Suite #300

Oak Brook, IL 60523-1853

GMAC GLOBAL RELOCATION SERVICES, LLC

Jurisdiction of Formation: Delaware

FEIN: 23 ###-###-####

State organization ID number: 2909282

Chief Executive Office/Principal place of business:

2021 Spring Road Suite #300

Oak Brook, IL 60523-1853

GHS MORTGAGE, LLC

Jurisdiction of Formation: Delaware

FEIN: 23 ###-###-####

State organization ID number: 2766949

Chief Executive Office/Principal place of business:

7 Carnegie Plaza Suite #100

Cherry Hill, NJ 08003-1020

RFC ADVANCE DEPOSITOR, LLC

Jurisdiction of Formation: Delaware

FEIN: 72-1590384

State organization ID number: 4219245

Chief Executive Office/Principal place of business:

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

UNION TRUST MORTGAGE SERVICES, INC.

Jurisdiction of Formation: California

FEIN: 94 ###-###-####

State organization ID number: C1819424

Chief Executive Office/Principal place of business:

567 Sycamore Valley Road West

Danville, CA ###-###-####

 

		4		Second Amendment

---

GMAC REAL ESTATE, LLC

Jurisdiction of Formation: Delaware

FEIN: 52 ###-###-####

State organization ID number: 3135545

Chief Executive Office/Principal place of business:

2021 Spring Road Suite #300

Oak Brook, IL 60523-1853

SECTION 2.2 Amendment to Schedule III. Schedule III to the Security Agreement is hereby amended by the deletion of the following from Section 1 thereof:

GMAC HOME SERVICES, LLC

Prior names: GMAC Home Services, Inc.

EASTERN MASSACHUSETTS REAL ESTATE, LLC

Prior names: Eastern Massachusetts Real Estate, Inc.

KOENIG & STREY INSURANCE AGENCY, LLC

Prior names: Koenig & Strey Insurance Agency, Inc.

KOENIG & STREY, LLC

Prior names: Koenig & Strey, Inc.

PACIFIC UNION REAL ESTATE GROUP, LTD.

Prior names: N/A

REFERRAL NETWORK OF IL, LLC

Prior names:

10/23/2000-02/20/2001 Referral Network of Koenig & Strey, Inc.

02/20/2001-06/20/2006 Referral Network of IL, Inc.

REFERRAL NETWORK OF MASSACHUSETTS, LLC

Prior names: Referral Network of Massachusetts, Inc.

 

		5		Second Amendment

---

REFERRAL NETWORK OF NY/NJ, LLC

Prior names:

06/08/2000-02/20/2001 Referral Network of GHS Metro NY, Inc.

02/20/2001-08/17/2006 Referral Network of NY/NJ, Inc.

REFERRAL NETWORK OF PUREG, INC.

Prior names: N/A

GHS METRO NY, LLC

Prior names: GHS Metro NY, Inc.

GMAC GLOBAL RELOCATION SERVICES, LLC

Prior names:

06/16/1998-11/16/1999 GMAC Relocation Services, Inc.

11/16/1999-08/11/2006 GMAC Global Relocation Services, Inc.

GHS MORTGAGE, LLC

Prior names: Residential Alliance LLC

GMAC REAL ESTATE, LLC

Prior names: N/A

RFC ADVANCE DEPOSITOR, LLC

Prior names: RFC Advance Depositor, Inc.

UNION TRUST MORTGAGE SERVICES, INC.

Prior names: N/A

 

		6		Second Amendment

---

SECTION 2.3 Amendments to Schedule VI.

(a) (i) Exhibit A to Schedule VI to the Security Agreement is hereby amended by the deletion of the following:

 

Account Owner		Financial Institution		Account Number		Account Name
Residential Funding Company, LLC		State Street		BGLU		Residential Funding Company, LLC Capital Markets Pledged RAHI II
Residential Funding Company, LLC		State Street		BGLV		Residential Funding Company, LLC RIF Pledged RAHI II
Residential Funding Company, LLC		State Street		BGLW		Residential Funding Company, LLC PIA Pledged RAHI II

(ii) Exhibit A to Schedule VI to the Security Agreement is hereby amended by the addition of the following:

 

Account Owner		Financial Institution		Account Number		Account Name
RFC Asset Holdings II, LLC		State Street		BGLU		CAPITAL MARKETS PLEDGED RAHI II
RFC Asset Holdings II, LLC		State Street		BGLV		RIF PLEDGED RAHI II
RFC Asset Holdings II, LLC		State Street		BGLW		PIA PLEDGED RAHI II

 

		7		Second Amendment

---

(b) (i) Exhibit B to Schedule VI to the Security Agreement is hereby amended by the deletion of the following:

 

Pledged Interests Issuer		Interest					Pledgor		% of Interests of Pledgor Pledged
		Type of Interest		Interests Owned by Pledgor
DOA Properties IIIB (KB Models), LLC		Limited Liability Company		100	%		DOA Holding Properties, LLC		100	%
Marbella Lakes Associates, LLC (f/k/a DOA Properties VIII (Marbella Lakes), LLC		Limited Liability Company		66.67	%		Equity Investment IV, LLC		100	%
GMAC Model Home Finance, LLC		Limited Liability Company		100	%		Residential Funding Company, LLC		100	%

(ii) Exhibit B to Schedule VI to the Security Agreement is hereby amended by the addition of the following:

 

		Interest					Pledgor		% of Interests of Pledgor Pledged
Pledged Interests Issuer		Type of Interest		Interests Owned by Pledgor
DOA Properties IV, LLC		Limited Liability Company		100	%		DOA Holding Properties, LLC		100	%
Equity Investment IV, LLC		Limited Liability Company		100	%		Residential Funding Company, LLC		100	%

SECTION 2.4 Amendment to Schedule IX. Schedule IX to the Security Agreement is hereby amended by the addition of the following:

 

16.

Stock Certificate No. 1, dated May 30, 2008, certifying that Residential Funding Company, LLC owns 205,360,746 (two hundred five million three hundred sixty thousand seven hundred forty six) shares, each with a par value of $1.00 (one Peso  00/100) legal currency of the Mexico, representing the corporate capital stock of GMAC-RFC Auritec, S.A. (the “GMAC Auritec Shares”); along with an endorsement, dated October 2, 2008, executed by John M. Peterson on behalf of Residential Funding Company, LLC;

 

		8		Second Amendment

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17.

Stock Certificate No. 1, dated October 1, 2008, certifying that Residential Funding Company, LLC owns 28,599 (twenty eight thousand five hundred ninety nine) shares, each with a par value of $1,000.00 (one thousand Pesos 00/100) representing the fixed portion the corporate capital stock of GMAC Hipotecaria, S.A. de C.V., SOFOM, E.N.R. (the “GMAC Hipotecaira Shares”); along with an endorsement, dated October 2, 2008, executed by John M. Peterson on behalf of Residential Funding Company, LLC; and

 

18.

Stock Certificate No. 1, dated October 1, 2008, certifying that Residential Funding Company, LLC owns 28,599 (twenty eight thousand five hundred ninety nine) shares, each with a par value of $1,000.00 (one thousand Pesos 00/100) representing the fixed portion the corporate capital stock of GMAC Financiera, S.A. de C.V., SOFOM, E.N.R. (the “GMAC Financiera Shares”); along with an endorsement, dated October 2, 2008, executed by John M. Peterson on behalf of Residential Funding Company, LLC

SECTION 2.5 Amendment to Schedule X.

(a) Schedule X to the Security Agreement is hereby amended by the deletion of the following from Section (a) thereof:

 

Account Owner		Financial Institution		Account Number		Account Name
GMAC Global Relocation Services, LLC		Bank of America, N.A.		1235062264		GMAC GRS MAIN CONCENTRATION
GMAC Home Services, LLC		Bank of America, N.A.		1235117148		GMAC HOME SERVICES CONCENTRATION
GMAC Home Services, LLC		Bank of America, N.A.		1235721369		GMAC REAL ESTATE CO OWNED CONCENTRATION

(b) Schedule X to the Security Agreement is hereby amended by the deletion of the following from Section (b) thereof:

 

Account Owner		Financial Institution		Account Number		Account Name
Eastern Massachusetts Real Estate, LLC		Bank of America, N.A.		1235125563		EASTERN MASSACHUSETTS REAL

 

		9		Second Amendment

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Eastern Massachusetts Real Estate, LLC		Bank of America, N.A.		8188213491		EASTERN MASSACHUSETTS REAL ESTATE COMM FUNDING
Eastern Massachusetts Real Estate, LLC		Bank of America, N.A.		8765005853		EASTERN MASSACHUSETTS REAL ESTATE COMM FUNDING Controlled
GHS Metro NY, LLC		Bank of America, N.A.		1235169543		Metro NY Lockbox
GHS Metro NY, LLC		Bank of America, N.A.		8765006188		Metro NY Controlled Disbursement
GHS Mortgage, LLC		JP Morgan Chase Bank, N.A.		433578		GHS MORTGAGE LLC DBA WINDSOR OPERATING
GMAC Global Relocation Services, LLC		Bank of America, N.A.		1235062269		GMAC GRS ELECTRONIC PAYMENTS
GMAC Global Relocation Services, LLC		Citibank, N.A.		30645619		GMAC GLOBAL RELOCATION
GMAC Global Relocation Services, LLC		Wachovia Bank, National Association		2000003496460		GMAC Global Relocation Services, LLC
GMAC Global Relocation Services, LLC		Wachovia Bank, National Association		2014227004310		GMAC Global Relocation Services, LLC
GMAC Home Services, LLC		Wachovia Bank, National Association		2000009655713		GMAC Home Services, LLC
GMAC Home Services, LLC		Wachovia Bank, National Association		2014217339011		GMAC Home Services, LLC
GMAC Home Services, LLC		Wachovia Bank, National Association		2000003392797		GMAC Home Services, LLC
GMAC Real Estate, LLC		Wachovia Bank, National Association		2000009655700		GMAC Real Estate LLC

 

		10		Second Amendment

---

Koenig & Strey Insurance Agency, LLC		Bank of America, N.A.		1235181786		KOENIG & STREY INSURANCE LOCKBOX
Koenig & Strey, LLC		Bank of America, N.A.		1235181804		FORT DEARBORN LAND TITLE CO. LOCKBO
Koenig & Strey, LLC		Bank of America, N.A.		1235255055		KOENIG & STREY, INC.
Koenig & Strey, LLC		Bank of America, N.A.		1235576490		BUSINESS FRANCHISE FORMAT LOCKBOX
Koenig & Strey, LLC		Bank of America, N.A.		8765005570		BUSINESS FRANCHISE FORMAT CONTROLLED DISBURSEMENT
Koenig & Strey, LLC		Bank of America, N.A.		8765815278		KOENIG & STREY DISBURSEMENT
Pacific Union Real Estate Group, Ltd.		Bank of America, N.A.		1235722250		PACIFIC UNION REAL ESTATE OPERATING
Pacific Union Real Estate Group, Ltd.		Bank of America, N.A.		7765401325		PACIFIC UNIONS RE GROUP COMMISSION
Referral Network of IL, LLC		Bank of America, N.A.		1235727941		REFERRAL NETWORK OF IL LLC
Referral Network of Massachusetts, LLC		Bank of America, N.A.		1235727960		REFERRAL NETWORK OF MA LLC
Referral Network of NY/NJ, LLC		Bank of America, N.A.		1235727946		REFERRAL NETWORK OF NY/NJ LLC
Referral Network of PUREG, Inc.		Bank of America, N.A.		1235554672		Referral Network of PUREG, Inc.
RFC Advance Depositor, LLC		US Bank National Association		153910248415		RFC Advance Depositor Inc

 

		11		Second Amendment

---

Union Trust Mortgage Services, Inc.		Bank of America, N.A.		1235820227		UNION TRUST MORTGAGE SERVICES
Residential Funding Company, LLC		State Street Bank and Trust Company		00100453		RFAH Principal Inv. Activities Loans
Residential Funding Company, LLC		State Street Bank and Trust Company		00100446		RFC Asset Holdings II, LLC
Residential Funding Company, LLC		State Street Bank and Trust Company		00435149		RFC Asset Holdings II, LLC Capital Markets Pledged RAHI II
Residential Funding Company, LLC		State Street Bank and Trust Company		00435156		RFC Asset Holdings II, LLC-RIF Pledged RAHI II
Residential Funding Company, LLC		State Street Bank and Trust Company		00435164		RFAH-PIA Pledged RAHI II
Residential Funding Company, LLC		State Street Bank and Trust Company		BGLG		RFC Asset Holdings II, LLC
Residential Funding Company, LLC		State Street Bank and Trust Company		BGLF		RFC Asset Holdings II, LLC

(c) Schedule X to the Security Agreement is hereby amended by the addition of the following to Section (b) thereof:

 

Account Owner		Financial Institution		Account Number		Account Name
Residential Funding Company, LLC		JP Morgan Chase Bank, N.A.		5531225		Residential Funding Company, LLC account for the benefit of Wells Fargo Bank, N.A. as Collateral Control Agent

 

		12		Second Amendment

---

Residential Funding Company, LLC		Wachovia Bank, National Association		2000045277621		Residential Funding Company, LLC
Residential Funding Company, LLC		State Street Bank and Trust Company		BGLS		Residential Funding Company, LLC Capital Markets Pledged RFC
Residential Funding Company, LLC		State Street Bank and Trust Company		BGLX		Residential Funding Company, LLC PIA Pledged RFC
Residential Funding Company, LLC		State Street Bank and Trust Company		BGLY		Residential Funding Company, LLC RIF Pledged RFC
GMAC Mortgage, LLC		Deutsche Bank Trust Company Americas		00-389722		GMAC CONSTRUCTION FUNDIN
GMAC Mortgage, LLC		Wachovia Bank, National Association		2100012536910		GMAC Mortgage, LLC
RFC Asset Holdings II, LLC		State Street Bank and Trust Company		00100453		RFAH Principal Inv. Activities Loans
RFC Asset Holdings II, LLC		State Street Bank and Trust Company		00100446		RFC Asset Holdings II, LLC
RFC Asset Holdings II, LLC		State Street Bank and Trust Company		00435149		RFC Asset Holdings II, LLC Capital Markets Pledged RAHI II
RFC Asset Holdings II, LLC		State Street Bank and Trust Company		00435156		RFC Asset Holdings II, LLC-RIF Pledged RAHI II
RFC Asset Holdings II, LLC		State Street Bank and Trust Company		00435164		RFAH-PIA Pledged RAHI II
RFC Asset Holdings II, LLC		State Street Bank and Trust Company		BGLU		CAPITAL MKTS PLEDGED RAHI II
RFC Asset Holdings II, LLC		State Street Bank and Trust Company		BGLV		RIF PLEDGED RAHI II
RFC Asset Holdings II, LLC		State Street Bank and Trust Company		BGLW		PIA PLEDGED RAHI II

 

		13		Second Amendment

---

RFC Asset Holdings II, LLC		State Street Bank and Trust Company		BGLG		RFAH PRINCIPAL INV. ACTIVITIES LOAN
RFC Asset Holdings II, LLC		State Street Bank and Trust Company		BGLF		RFC ASSET HOLDINGS II LLC

SECTION 2.6 Amendments to Schedule XI.

(a) Schedule XI to the Security Agreement is hereby amended by the deletion of the following:

GMAC Home Services, LLC

2021 Spring Road, Suite 300

Oak Brook, IL 60523

Attn: John Bearden

Phone: 630 ###-###-####

Fax: 866 ###-###-####

Email: ***@***

Eastern Massachusetts Real Estate, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952)  ###-###-####

Fax: (952)  ###-###-####

Email: ***@***

With Copy to:

Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301)  ###-###-####

Fax: (301)  ###-###-####

Email: ***@***

 

		14		Second Amendment

---

Koenig & Strey Insurance Agency, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952)  ###-###-####

Fax: (952)  ###-###-####

Email: ***@***

With Copy to:

Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301)  ###-###-####

Fax: (301)  ###-###-####

Email: ***@***

Koenig & Strey, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952)  ###-###-####

Fax: (952)  ###-###-####

Email: ***@***

With Copy to:

Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301)  ###-###-####

Fax: (301)  ###-###-####

Email: ***@***

 

		15		Second Amendment

---

Pacific Union Real Estate Group, Ltd.

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952)  ###-###-####

Fax: (952)  ###-###-####

Email: ***@***

With Copy to:

Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301)  ###-###-####

Fax: (301)  ###-###-####

Email: ***@***

Referral Network of IL, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952)  ###-###-####

Fax: (952)  ###-###-####

Email: ***@***

With Copy to:

Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301)  ###-###-####

Fax: (301)  ###-###-####

Email: ***@***

 

		16		Second Amendment

---

Referral Network of Massachusetts, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952)  ###-###-####

Fax: (952)  ###-###-####

Email: ***@***

With Copy to:

Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301)  ###-###-####

Fax: (301)  ###-###-####

Email: ***@***

Referral Network of NY/NJ, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952)  ###-###-####

Fax: (952)  ###-###-####

Email: ***@***

With Copy to:

Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301)  ###-###-####

Fax: (301)  ###-###-####

Email: ***@***

 

		17		Second Amendment

---

Referral Network of PUREG, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952)  ###-###-####

Fax: (952)  ###-###-####

Email: ***@***

With Copy to:

Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301)  ###-###-####

Fax: (301)  ###-###-####

Email: ***@***

GHS Metro NY, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952)  ###-###-####

Fax: (952)  ###-###-####

Email: ***@***

With Copy to:

Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301)  ###-###-####

Fax: (301)  ###-###-####

Email: ***@***

 

		18		Second Amendment

---

GMAC Global Relocation Services, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952)  ###-###-####

Fax: (952)  ###-###-####

Email: ***@***

With Copy to:

Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301)  ###-###-####

Fax: (301)  ###-###-####

Email: ***@***

GHS Mortgage, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952)  ###-###-####

Fax: (952)  ###-###-####

Email: ***@***

With Copy to:

Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301)  ###-###-####

Fax: (301)  ###-###-####

Email: ***@***

 

		19		Second Amendment

---

GMAC Real Estate, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952)  ###-###-####

Fax: (952)  ###-###-####

Email: ***@***

With Copy to:

Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301)  ###-###-####

Fax: (301)  ###-###-####

Email: ***@***

RFC Advance Depositor, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952)  ###-###-####

Fax: (952)  ###-###-####

Email: ***@***

With Copy to:

Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301)  ###-###-####

Fax: (301)  ###-###-####

Email: ***@***

 

		20		Second Amendment

---

Union Trust Mortgage Services, Inc.

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952)  ###-###-####

Fax: (952)  ###-###-####

Email: ***@***

With Copy to:

Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton

Phone: (301)  ###-###-####

Fax: (301)  ###-###-####

Email: ***@***

(b) Schedule XI to the Security Agreement is hereby amended by deleting the following from the notice information of each of the entities described therein:

“With copy to:

Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301)  ###-###-####

Fax: (301)  ###-###-####

Email: ***@***”

and replacing it with the following:

“With copy to:

Residential Capital, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: Tammy Hamzehpour

Phone: (952)  ###-###-####

Fax: (952)  ###-###-####

Email: ***@***

Email: ***@***”

 

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(c) Schedule XI to the Security Agreement is hereby amended by the addition of the following:

Developers of Hidden Springs, LLC

One Meridian Crossings, Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952)  ###-###-####

Fax: (952)  ###-###-####

Email: ***@***

With copy to:

Residential Capital, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: Tammy Hamzehpour

Phone: (952)  ###-###-####

Fax: (952)  ###-###-####

Email: ***@***

Email: ***@***

SECTION 2.7 Amendments to Attachment I.

(a) Attachment I to the Security Agreement is hereby amended by the deletion of the following from Item B thereof:

 

Pledged Interests Issuer		Interest					Pledgor		% of Interests of Pledgor Pledged
		Type of Interest		Interests Owned by Pledgor
GMAC Home Services, LLC		Limited Liability Company		100	%		GMAC Residential Holding Company, LLC		100	%
RFC Advance Depositor, LLC		Limited Liability Company		100	%		Residential Funding Company, LLC		100	%
GMAC Global Relocation Services, LLC		Limited Liability Company		100	%		GMAC Home Services, LLC		100	%
DOA Properties IIIB (KB Models), LLC		Limited Liability Company		100	%		DOA Holding Properties, LLC		100	%

 

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Marbella Lakes Associates, LLC (f/k/a DOA Properties VIII (Marbella Lakes), LLC)		Limited Liability Company		66.67	%		Equity Investment IV, LLC		100	%
GMAC Model Home Finance, LLC		Limited Liability Company		100	%		Residential Funding Company, LLC		100	%
(b) Attachment I to the Security Agreement is hereby amended by the addition of the following to Item B thereof:
Pledged Interests Issuer		Interest					Pledgor		% of Interests of Pledgor Pledged
		Type of Interest		Interests Owned by Pledgor
Equity Investment IV, LLC		Limited Liability Company		100	%		Residential Funding Company, LLC		100	%

ARTICLE III

CONDITIONS TO EFFECTIVENESS

SECTION 3.1 Amendment Effective Date. This Agreement and the provisions contained herein shall become effective as of the Amendment Effective Date provided that the First Priority Collateral Agent and the Lender Agent shall have, in form and substance satisfactory to them, received the following:

(a) Agreement. An original counterpart (or counterparts) of this Agreement executed by the parties hereto or other evidence satisfactory to the First Priority Collateral Agent and the Lender Agent of the execution, delivery and effectiveness of this Agreement.

(b) Other. Such other opinions and documents as the Lender Agent may reasonably request, which opinions and documents will be in form and substance satisfactory to the Lender Agent.

 

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ARTICLE IV

ACKNOWLEDGEMENTS, CONSENTS, NOTICE, CONFIRMATION AND

REPRESENTATIONS AND WARRANTIES

SECTION 4.1 Notice. Each party hereto hereby acknowledges timely notice of the execution of this Agreement and of the transactions and amendments contemplated hereby. Each party hereto hereby waives any notice requirement contained in the Security Agreement or the Facility Documents with respect to the execution of this Agreement.

SECTION 4.2 Confirmation of the Security Agreement. The Grantors, the Lender, the Lender Agent and the First Priority Collateral Agent each hereby acknowledge and agree that, except as herein expressly amended, the Security Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its respective terms. Without limiting the foregoing, each Obligor reaffirms its grant of a security interest in all the Collateral pledged by it, and agrees that such security interest secures all Obligations as defined in the Loan Agreement, after giving effect to the First Amendment Agreement, dated as of July 29, 2008, the Second Amendment Agreement, dated as of August 14, 2008, the Third Amendment Agreement, dated as of November 25, 2008, the Fourth Amendment Agreement, dated as of December 12, 2008 and the Fifth Amendment Agreement, dated as of December 31, 2008, each to the Loan Agreement and amongst the parties thereto. As of the Amendment Effective Date, each reference in the Security Agreement to “this Agreement” shall mean the Security Agreement as amended by this Agreement, and as hereinafter amended or restated.

SECTION 4.3 Representations and Warranties. By its signature hereto, each Grantor hereby represents and warrants that, before and after giving effect to this Agreement, as follows:

(a) (i) DOA Holding NoteCo, LLC, a Delaware limited liability company, does not hold any real estate, any assets related to real estate or any other material assets, and (ii) has negative equity;

(b) its representations and warranties set forth in the Security Agreement are true and correct as if made on the date hereof, except to the extent they expressly relate to an earlier date; and

(c) after giving effect to this Agreement, no Default has occurred and is continuing.

ARTICLE V

MISCELLANEOUS

SECTION 5.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (BUT WITH REFERENCE TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH BY ITS TERMS APPLIES TO THIS AGREEMENT).

 

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SECTION 5.2 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original (whether such counterpart is originally executed or an electronic copy of an original and each party hereto expressly waives its rights to receive originally executed documents) and all of which when taken together shall constitute one and the same agreement.

SECTION 5.3 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

SECTION 5.4 Entire Agreement. This Agreement, the Security Agreement and the other Facility Documents embody the entire agreement and understanding of the parties hereto and supersede any and all prior agreements, arrangements and understanding relating to the matters provided for herein.

SECTION 5.5 Captions. The various captions in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement.

SECTION 5.6 Severability. If any provision of this Agreement, or the application thereof to any party or any circumstance, is held to be unenforceable, invalid or illegal (in whole or in part) for any reason (in any jurisdiction), the remaining terms of this Agreement, modified by the deletion of the unenforceable invalid or illegal portion (in any relevant jurisdiction), will continue in full force and effect, and such unenforceability, invalidity or illegality will not otherwise affect the enforceability, validity or legality of the remaining terms of this Agreement so long as this Agreement, as so modified, continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the deletion of such portion of this Agreement will not substantially impair the respective expectations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties.

SECTION 5.7 SUBMISSION TO JURISDICTION. EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR ANY DOCUMENT DELIVERED PURSUANT HERETO BY THE MAILING OF A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS RESPECTIVE ADDRESS SPECIFIED AT THE TIME FOR NOTICES UNDER THIS

 

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AGREEMENT OR TO ANY OTHER ADDRESS OF WHICH IT SHALL HAVE GIVEN WRITTEN OR ELECTRONIC NOTICE TO THE OTHER PARTIES. THE FOREGOING SHALL NOT LIMIT THE ABILITY OF ANY PARTY HERETO TO BRING SUIT IN THE COURTS OF ANY JURISDICTION.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

 

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