Exhibit 10.30
EXECUTION COPY
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,
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 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 Initial Lender and their
respective successors and assigns, each a “ Lender
” and collectively, the “ Lenders ”),
and GMAC, 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.
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Ninth Amendment
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ARTICLE II
AMENDMENTS TO THE LOAN AGREEMENT
SECTION 2.1 Amendment 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 the second
paragraph of Section 7.01(w) of the Loan Agreement is
hereby amended and restated as follows:
“If any proposed Approved
Additional Collateral consists of US Mortgage Loans, the Obligors
shall deliver to the Lender Agent a schedule of the proposed
Approved Additional Collateral, which schedule shall include loan
data, with the same detail and in the same format, as the data file
delivered to the Lender Agent on May 19, 2009 in connection
with the first groups of US Mortgage Loans included in the
Collateral (or such other data, detail or format as the Lender
Agent and the Obligors shall mutually agree), and in any event
sufficient data to identify each Mortgage Loan thereon and shall
include both (i) the US Mortgage Loans proposed to be added to
the Group A Loans, the Group B Loans, the Group C Loans or any
other Loan Group and (ii) the US Mortgage Loans included in
each Loan Group included in the Collateral at the time such
schedule is delivered.”
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:
“ Group A Loans ”
means US Mortgage Loans designated as Group A Loans in a Mortgage
Schedule by the Obligors; provided that, once a
US Mortgage Loan has been so designated in one Mortgage
Schedule it may not be designated as being included in another Loan
Group in a subsequent Mortgage Schedule without the prior written
consent of the Lender Agent.
“ Group B Loans ”
means US Mortgage Loans designated as Group B Loans in a Mortgage
Schedule by the Obligors; provided that, once a
US Mortgage Loan has been so designated in one Mortgage
Schedule, it may not be designated as being included in another
Loan Group in a subsequent Mortgage Schedule without the prior
written consent of the Lender Agent.
“ Mortgage Schedule
” means any schedule of mortgage loans delivered by the
Obligors in connection with a Collateral Addition Designation
Notice relating to US Mortgage Loans in the form of a data tape, CD
Rom or other tangible medium identifying for each mortgage loan:
(i) the loan number, (ii) the name of the borrower,
(iii) the address of the property securing such mortgage loan,
(iv) the original principal amount of such mortgage loan and
(v) the designated Loan Group for such mortgage
loan.
(b) The following definitions in
Schedule 1.01 to the Loan Agreement are hereby inserted in
the correct alphabetical order as follows:
“ Group C Loans ”
means US Mortgage Loans designated as Group C Loans in a Mortgage
Schedule by the Obligors; provided that, once a
US Mortgage Loan has been so designated in one Mortgage
Schedule, it may not be designated as being included in another
Loan Group in a subsequent Mortgage Schedule without the prior
written consent of the Lender Agent.
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Ninth Amendment
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“ Loan Group ”
means the Group A Loans, the Group B Loans, the Group C Loans
and any other group of US Mortgage Loans designated in a Collateral
Addition Designation Notice and identified in the related Mortgage
Schedule by the Obligors; provided that, once a US Mortgage
Loan has been designated as being included in a particular Loan
Group in a Mortgage Schedule it may not be designated as being
included in another Loan Group in a subsequent Mortgage Schedule
without the prior written consent of the Lender Agent.
(c) The definition of “GSAP
Modification Conditions” in Schedule 1.01 of the Loan
Agreement is hereby amended by deleting the phrase to “the
Security Agreement” in clause (b) thereof and replacing
it with phrase “the Security Documents in a manner
satisfactory to the Lender Agent.”
SECTION 2.3 Amendment to
Schedules . Each of the parties hereto hereby consents and
agrees that the Schedules to the Loan Agreement shall be amended as
of the Amendment Effective Date as follows:
(a) Section 3(g) of Schedule
2.04 is hereby amended by deleting the phrase “Group A
Loans” at the end of the paragraph and replacing it with
“Group B Loans”.
(b) Section 3(h) of Schedule
2.04 is hereby amended and restated as follows:
“With respect to Group C
Loans, (a) the Specified Percentage of the Carrying Value of
such Group C Loans, less (b) the Specified Percentage of the
Carrying Value of any such Group C Loans (i) subject to a
Collateral Disposition since the Cut-Off Date for the last Monthly
Report or (ii) for which the Carrying Value has become zero
since the Cut-Off Date for the last Monthly Report pursuant to
clause (y) of the next sentence below, plus
(c) if additional Group C Loans have been designated as
Eligible Assets by the Lender Agent in a Collateral Addition
Designation Notice since such Cut-Off Date, the Specified
Percentage of the Carrying Value of such Group C Loans;
plus”.
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Ninth Amendment
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(c) A new Section 3(i) to
Schedule 2.04 is hereby inserted to read as follows:
“With respect to any US
Mortgage Loans which are designated as belonging to a Loan Group
other than the Group A Loans, Group B Loans or Group C Loans, with
respect to the US Mortgage Loans belonging to each such Loan Group:
(a) the Specified Percentage of the Carrying Value of such
US Mortgage Loans, less (b) the Specified Percentage of
the Carrying Value of any such US Mortgage Loans (i) subject
to a Collateral Disposition since the Cut-Off Date for the last
Monthly Report or (ii) for which the Carrying Value has become
zero since the Cut-Off Date for the last Monthly Report pursuant to
clause (y) of the next sentence below, plus
(c) if additional US Mortgage Loans have been designated as
Eligible Assets by the Lender Agent in a Collateral Addition
Designation Notice and have been identified as belonging to such
Loan Group in the related Mortgage Schedule since such Cut-Off
Date, the Specified Percentage of the Carrying Value of such US
Mortgage Loans; plus”
(d) A new Section 3(j) to
Schedule 2.04 is hereby inserted to read as follows:
“The Collateral Value of any
Approved Additional Collateral, calculated in accordance with the
methodology (including any reductions or haircuts to carrying or
market value) set forth in the Collateral Addition Designation
Notice with respect to such Approved Additional
Collateral.”
(e) The second paragraph of
Section 5 to Schedule 2.04 is hereby amended and restated as
follows:
“With respect to the US
Mortgage Loans identified on a Mortgage Schedule delivered by the
Obligors to the Lender Agent, the Specified Percentage:
(i) for Group A Loans shall initially be 40%, (ii) for
Group B Loans shall initially be 35%, (iii) for Group C Loans
shall initially be 36% and (iv) for any US Mortgage Loans
belong to a Loan Group other than the Group A Loans, Group B Loans
or Group C Loans shall initially be the percentage set forth for
such Loan Group in the Collateral Addition Designation Notice
pursuant to which such Loan Group was identified.”
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 E
