AMENDMENT NO. 3 TO THE
LOAN AND SECURITY AGREEMENT
AMENDMENT NO.
3 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) Part
(a) of the definition of “ Attributed Rate
” in Schedule I is amended in full to read as
follows:
“(a)
With respect to Eligible Servicing Rights, 85%;”
(b) The
definition of “ Commitment Amount ” in
Schedule I is amended in full to read as follows:
“‘
Commitment Amount ’ means $1,200,000,000. The
Borrowers may elect to reduce the Commitment Amount in accordance
with Section 2.10.”
(c) 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 represents and warrants as follows:
(a) It is a
limited liability company duly organized or formed, validly
existing and in good standing under the laws of
Delaware.
(b) The
execution, delivery and performance by it of this Amendment and the
Loan and Security Agreement, as amended hereby, and the
consummation of the transa
