AMENDMENT NO. 2 TO THE
LOAN AND SECURITY AGREEMENT
AMENDMENT NO.
2 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 (“ GMACM
” and together with RFC, each a “ Borrower
” and collectively, the “ Borrowers ”) and
GMAC LLC, a Delaware limited liability company, as lender (the
“ Lender ”).
(1) The
Borrowers and the Lender have entered into a Loan and Security
Agreement dated as of April 18, 2008 (the “ Loan and
Security Agreement ”). Capitalized terms not otherwise
defined in this Amendment have the same meanings as specified in
the Loan and Security Agreement.
(2) The
Borrowers and the Lender have agreed to amend the Loan and Security
Agreement as hereinafter set forth.
SECTION 1.
Amendments to the Loan and Security Agreement . The Loan and
Security Agreement is, effective as of the date hereof and subject
to the satisfaction of the conditions precedent set forth in
Section 2 hereof, hereby amended as follows:
(a) The
definition of “ Servicing Contracts ” in
Schedule I is amended in full to read as follows:
“
Servicing Contract ” means either: (i) any
agreement, whether titled a “servicing agreement,” a
“pooling and servicing agreement,” a “sale and
servicing agreement,” or otherwise, pursuant to which either
of the Borrowers is obligated to perform collection, enforcement or
foreclosure services with respect to, or to maintain and remit any
funds collected from persons obligated on any mortgage loan or pool
of mortgage loans; provided, however, that “Servicing
Contracts” shall not include any such agreements
(a) entered into with GNMA, FNMA or FHLMC,
(b) identifying mortgage loans or pools of mortgage loans
owned by either of the Borrowers or (c) identifying any
mortgage loans or pools of mortgage loans transferred (whether
absolutely or for security) pursuant to a master repurchase
agreement to which either of the Borrowers is a party; and
(ii) any agreement listed on Schedule II hereto as
such schedule may be amended from time to time.
(b) Schedule II
is replaced in its entirety by Schedule II attached
hereto as Exhibit A .
SECTION 2.
Conditions of Effectiveness . This Amendment shall become
effective as of the date first above written when, and only when,
the Lender shall have received:
(a) A copy of
this Amendment, duly executed by the parties hereto; and
(b) A
certificate signed by a Responsible Officer of each Borrower
stating that:
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(i)
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The
representations and warranties contained in Section 4
hereof are correct on and as of the date of such certificate as
though made on and as of such date; and
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(ii)
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No
event has occurred and is continuing that constitutes a
Default.
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SECTION 3.
Reaffirmation of Security Interest . Each Borrower hereby
reaffirms and hereby grants a lien on the Collateral (as such term
is defined in the Loan and Security Agreement) in favor of the
Lender subject to all of the terms set forth in the Loan and
Security Agreement, as amended.
SECTION 4.
Representations and Warranties of the Borrower . Each
Borrower repr
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