EIGHTH AMENDMENT To Loan Agreement

Exhibit 10.17

EXECUTION COPY

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,

RESIDENTIAL CAPITAL, LLC

as Guarantor,

Certain Affiliates of the Borrowers and Guarantors

party hereto as Obligors,

GMAC LLC,

as Initial Lender and as Lender Agent

and

Certain Other Financial Institutions and Persons from

time to time party hereto as Lenders

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, 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 such capacity, the “ Lender Agent ”).

Reference is hereby made to the Loan Agreement, dated as of November 20, 2008 among the Borrowers, the Guarantors, the Lenders and the Lender Agent (as amended and modified through the date hereof, the “ Loan Agreement ”).

RECITALS

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

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

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

4. In consideration of the premises 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 Loan Agreement.

ARTICLE II

AMENDMENTS TO THE LOAN AGREEMENT

SECTION 2.1 Amendments to the Loan Agreement . Each of the parties hereto hereby consents and agrees that the Loan Agreement shall be amended as of the Amendment Effective Date as follows:

(a) The first sentence of Section 2.03(a) of the Loan Agreement is hereby amended by replacing clause (iii) thereof with the following:

“(iii) no Borrower Funding Request may be made unless either (A) (1) the Unrestricted ResCap Liquidity at the opening of business on the proposed Funding Date (as estimated by the close of business on the Business Day prior to such Funding Date) is less than the Unrestricted ResCap Liquidity Threshold and (2) based on such estimates, after giving effect to the advance of such Loans and Parallel Loans, the Unrestricted ResCap Liquidity does not exceed the Unrestricted ResCap Liquidity Threshold or (B) (1) the Consolidated Liquidity at the opening of business on the proposed Funding Date (as estimated by the close of business on the Business Day prior to such Funding Date) is less than $800,000,000 and (2) based on such estimates, after giving effect to the advance of such Loans and Parallel Loans, the Consolidated Liquidity does not exceed the Consolidated Liquidity Threshold.”

(b) The second sentence of Section 2.08(c) of the Loan Agreement is hereby amended and restated to read as follows:

“If the Liquidity Excess Amount is greater than $0, no later than 11:00 a.m. (New York City time) on the Business Day following the Test Date, the Borrowers shall jointly and severally repay outstanding Loans and/or Parallel Loans in an amount equal to the highest portion of the Liquidity Excess Amount that could be paid by the Borrowers and still satisfy the requirement that, after giving effect to such payment, (a) the Unrestricted ResCap Liquidity is greater than or equal to the Unrestricted ResCap Liquidity Threshold and (b) the Consolidated Liquidity is greater than or equal to the Consolidated Liquidity Threshold; provided that any such repayment shall be applied first to Parallel Loans until all Parallel Loans are paid in full.”

(c) Section 3.01(f) of the Loan Agreement is hereby amended by inserting the following sentence at the end of the section:

“Proceeds of Collateral shall be allocated to the Secured Parties (as defined in the Omnibus Security Agreement) in such manner as is determined by the Omnibus Agent in its sole discretion.”

(d) Section 7.01(q) of the Loan Agreement is hereby amended and restated as follows:

“(q) REO Property . No later than June 5, 2009, the Obligors and Lender Agent shall agree upon a structure and implementation process and timeline to protect the Lender Agent’s and the Omnibus Agent’s interest in REO Property resulting from the foreclosure of US Mortgage Loans.”

(e) Section 7.01(y) of the Loan Agreement is hereby deleted in its entirety.

(f) Section 8.01(n) of the Loan Agreement is hereby amended and restated to read as follows:

“(n) (i) an “Event of Default” or “Termination Event” shall have occurred under any Derivative Agreement (as such terms are defined in the applicable Derivative Agreement), (ii) a “Default” shall have occurred under the Master Netting Agreement (as such term is defined in the Master Netting Agreement), (iii) an “Event of Default” shall have occurred under any “Facility Document” (as such terms are defined in the MSR Loan Agreement) or (iv) an “Event of Default” shall have occurred under any “Facility Document” (as such terms are defined in the Credit Agreement).”

SECTION 2.2 Amendments to Definitions . Each of the parties hereto hereby consents and agrees that Schedule 1.01 to the Loan Agreement shall be amended as of the Amendment Effective Date as follows:

(a) The following definitions in Schedule 1.01 to the Loan Agreement are hereby amended and restated in full to read as follows:

“ Aggregate Commitment Amount ” means, at any time, $430,000,000. The Borrowers may elect to reduce the Aggregate Commitment Amount in accordance with Section 2.10(b) .

“ Available Amount ” means, on any Business Day, an amount equal to the lesser of (a) the Derivative Adjusted Available Amount, and (b) the excess, if any, of the then current Borrowing Base over the Credit Agreement Outstandings.

“ Hedge Documents ” means the Primary Hedge Documents, the Confirmations, and the Hedge Security Agreement, each as defined in the Senior Debt Loan Agreement.

(b) Clause (o) of the definition of “Permitted Liens” in Schedule 1.01 to the Loan Agreement is hereby amended and restated in full to read as follows:

“(o) Liens granted (i) under the Security Documents in favor of the Omnibus Agent or the Lender Agent to secure the Obligations, (ii) under the “Facility Documents” (as defined in the MSR Loan Agreement) in favor of the Omnibus Agent or GMAC, as lender, securing the “Obligations” (as defined in the MSR Loan Agreement), (iii) under the Derivative Documents in favor of the Omnibus Agent or GMAC IM securing obligations under the Derivative Documents, or (iv) under the “Facility Documents” (as defined in the Credit Agreement) in favor of the Omnibus Agent or GMAC LLC, securing the “Obligations” (as defined in the Credit Agreement);”

(c) The following new defined terms are added to Schedule 1.01 of the Loan Agreement, each in the correct alphabetical spot:

“ Credit Agreement ” means the Credit Agreement, dated as of June 1, 2009, among PATI, RAHI, RFC, ResCap, GMAC Mortgage and GMAC LLC, as initial lender, credit agent and Omnibus Agent and certain other financial institutions and persons from time to time party thereto as lenders, as the same may be amended, supplemented, restated or otherwise modified from time to time.

“ Credit Agreement Outstandings ” means, on any day, the aggregate outstanding principal amount of loans made under the Credit Agreement, taking into account all loan fundings and repayments made or to be made on such day thereunder.

“ Parallel Loans ” means loans to be made under the Credit Agreement, provided that for purposes of Section 2.03(c) hereof, such loans are made contemporaneously with the making of Loans hereunder.

(d) The following defined terms in Schedule 1.01 to the Loan Agreement are hereby deleted:

Aggregate GMAC Replacement Collateral Amount; GMAC Bank Posted Collateral; and Litigation Bond Collateral.

(e) The definition of “GSAP Modifi