AMENDMENT TO THE
LOAN AND SECURITY AGREEMENT
AMENDMENT 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:
Section 8.01(f)
is hereby deleted in its entirety.
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 transactions contemplated hereby and thereby
will not conflict with, result in any breach of any of the terms
and provisions of, or constitute (with or without notice, lapse of
time or both) a default under its organizational documents, or any
material indenture, loan agreement,
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