First Amendment Agreement to Pledge and Security Agreement



 Exhibit 10.15 
 EXECUTION COPY 
 FIRST AMENDMENT AGREEMENT 
 To Pledge and Security Agreement and Irrevocable Proxy 
 Dated as of March 18, 2009 
 by and among 
 RFC ASSET HOLDINGS II, LLC, 
 PASSIVE ASSET TRANSACTIONS, LLC 
 AND CERTAIN 
 AFFILIATES THEREOF FROM

 TIME TO TIME PARTY HERETO, 
 as
Grantors, 
 and 
 GMAC LLC,

 as Lender Agent 







 This FIRST AMENDMENT AGREEMENT (this “Agreement”) dated as of March 18, 2009 (the
“Amendment Effective Date”), is by and among RFC Asset Holdings II, LLC, a Delaware limited liability company (“RAHI”), and Passive Asset Transactions, LLC, a Delaware limited liability company
(“PATI”; and together with RAHI, each a “Borrower” and collectively, the “Borrowers”); Residential Capital, LLC, a Delaware limited liability company (“ResCap”), Residential Funding
Company, LLC, a Delaware limited liability company (“RFC”), and GMAC Mortgage, LLC, a Delaware limited liability company (“GMAC Mortgage”; and together with ResCap and RFC, each herein a
“Guarantor” and collectively, the “Guarantors”), and the other parties hereto as Grantors (each, together with each Borrower and each Guarantor, a “Grantor” and collectively, the
“Grantors”); and GMAC LLC, a Delaware limited liability company, as Lender Agent for the Lender Parties. 
 Reference
is hereby made to the Pledge and Security Agreement and Irrevocable Proxy dated as of November 20, 2008 among the Grantors and the Lender Agent (as modified by the deletion and joinder of parties prior to the date hereof and as otherwise
amended through the date hereof, the “Security Agreement”). 
 RECITALS 
 1. Each of the parties hereto is a party to the Security Agreement. 
 2. The parties hereto desire to make certain amendments to the Security Agreement. 
 3. Each of the parties
hereto, by its signature hereto, hereby acknowledges, consents and agrees to the changes set forth herein. 
 4. In consideration of the
promises 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 Security Agreement. 
  


					
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 ARTICLE II 
 AMENDMENTS TO THE SECURITY AGREEMENT 
 SECTION 2.1 Amendment to Section 1. Section 1 of the
Security Agreement is hereby amended by inserting the following definitions in proper alphabetical order: 
 Flume
No. 8 Deed of Charge and Assignment means the Deed of Charge and Assignment, dated as of November 14, 2008, between the Flume No. 8 SPE, the Flume No. 8 Security Trustee, ResCap, GMAC-RFC Limited, Barclays Bank PLC and SFM
Corporate Services Limited. 
 Omnibus Security Agreement means the Omnibus Pledge and Security Agreement and
Irrevocable Proxy, dated as of March 18, 2009, by and among RAHI, PATI and certain of their Affiliates from time to time party thereto, as grantors, GMAC IM, as secured party, and GMAC LLC, as Omnibus Agent, Lender Agent, Lender under the
MSR Loan Agreement and as a Secured Party, as the same may be amended, supplemented, restated or otherwise modified from time to time. 
 Specified Documents shall have the meaning given such term in the Omnibus Security Agreement. 
 SECTION 2.2 Amendments to Section 1. Section 1 of the Security Agreement is hereby amended as follows: 
 (a) The definition of “Flume No. 8 Deed of Assignment” is hereby amended and restated in its entirety to read as follows: 
 “Flume No. 8 Deed of Assignment means the Deed of Assignment, dated as of November 21, 2008, between PATI and the Lender Agent, as the same may be amended, supplemented, restated or otherwise
modified from time to time.” 
 (b) The definition of “Flume No. 8 Loan Sale and Purchase
Agreement” is hereby amended by replacing the phrase “Flume No. 8 Sellers” with “Flume No. 8 Seller” where it appears therein. 
 (c) The definition of “Flume No. 8 Security Documents” is hereby amended and restated in full to read as follows:

 “Flume No. 8 Security Documents means the Flume No. 8 Notes, the Flume No. 8 Loan Sale and
Purchase Agreement, the Flume No. 8 Note Issuance Facility Deed, the Flume No. 8 Administration Agreement, the Flume No. 8 Bank Agreement, the Flume No. 8 GIC Agreement, the Flume No. 8 Deed of Assignment, the
Flume No. 8 Deed of Charge and Assignment, and each and every other document, agreement and deed entered into by ResCap, its Subsidiary and/or the Flume No. 8 Security Trustee in connection with the purchase of certain residential mortgage
loans, the issuance of the Flume No. 8 Notes and creation of security in respect of the Flume No. 8 Notes in favor of the Flume No. 8 Security Trustee, in each case, by the Flume No. 8 SPE, as all of the foregoing may be amended,
supplemented, restated or otherwise modified from time to time, and in each case if and to the extent any of the foregoing evidence or relate to the Flume No. 8 Notes.” 
  


					
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 (d) The definition of “Flume No. 8 Sellers” is hereby amended and
restated in full to read as follows: 
 “Flume No. 8 Seller means GMAC-RFC Limited.” 
 (e) The definition of “Obligations” is hereby amended and restated in its entirety to read as follows: 
 “Obligations means obligations, indebtedness, fees, expenses (including, without limitation, attorneys’ fees and
expenses) and liabilities of any ResCap Counterparty or Grantor to any “Secured Party” (as such term is defined in the Omnibus Security Agreement) under any Specified Document, now existing or hereafter arising under or in connection with
the Specified Documents, whether monetary or otherwise, matured or unmatured, direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, and any interest accruing thereon (including any
interest that accrues after the commencement of any proceeding by or against any ResCap Counterparty or any other Person under any bankruptcy, insolvency, liquidation, moratorium, receivership, reorganization or other debtor relief law) and all
attorneys’ fees and other expenses incurred in the collection or enforcement thereof; including without limitation (a) the obligations, indebtedness and liabilities of the ResCap Counterparties under the Master Netting Agreement or
otherwise pursuant to the terms of the other Derivative Documents, (b) all other “Obligations” as defined in the Loan Agreement and (c) all other “Secured Obligations” as defined in the MSR Loan Agreement.”

 SECTION 2.3 Amendment to Section 3. Section 3(a)(i) of the Security Agreement is hereby amended and restated in its
entirety to read as follows: 
 “(i) no financing statement (other than the UCC financing statements filed in connection with the
Contribution Agreements or any other UCC financing statements which may have been filed on behalf of GMAC LLC, in any capacity, or in connection with Permitted Liens) covering any of the Collateral will be on file in any public office;”

  


					
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 SECTION 2.4 Amendment to Schedule IV. The table set forth on Schedule IV, Exhibit A,
Section I of the Security Agreement is hereby amended and restated in its entirety to read as follows: 
  

							
	 Account Owner
	  	 Financial Institution
	  	Account Number	  	 Account Name

	Residential Funding Company, LLC	  	JPMorgan Chase Bank, N.A.	  	646926915	  	Residential Funding Company, LLC re: Provident Funding Assoc PSER
				
	Residential Funding Company, LLC	  	Wachovia Bank, N.A.	  	2000045277618	  	Residential Funding Company, LLC Warehouse Sales Proceeds
				
	RFC Asset Holdings II, LLC	  	Wachovia Bank, N.A	  	2000045278963	  	RFC Asset Holdings II, LLC fbo GMAC, LLC Collection Account
				
	Passive Asset Transactions, LLC	  	Wachovia Bank, N.A.	  	2000045278976	  	Passive Asset Transactions, LLC fbo GMAC, LLC Collection Account

 SECTION 2.5 Amendment to Schedule V. Schedule V to the Security Agreement is hereby
amended by adding the following items thereto: 
 “RAHI A, LLC Membership Interest 
 PATI A, LLC Membership Interest” 
 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 Effective Date. 
 ARTICLE IV 
 ACKNOWLEDGEMENTS, CONSENTS, NOTICE, CONFIRMATION AND 
 REPRESENTATIONS AND WARRANTIES 
 SECTION 4.1
Notice. Each party hereto hereby acknowledges timely notice of the execution of this Agreement and of the transactions and amendments contemplated hereby. Each party hereto hereby waives any notice requirement contained in the Security
Agreement or the Facility Documents with respect to the execution of this Agreement. 
  


					
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 SECTION 4.2 Confirmation of the Security Agreement. The Grantors each hereby acknowledge and agree
that, except as herein expressly amended and as amended by the Fourth Amendment to the Loan Agreement, dated as of the date hereof and among the parties hereto, the Security Agreement and each other Facility Document are each ratified and
confirmed in all respects and shall remain in full force and effect in accordance with their respective terms. Without limiting the foregoing, each Grantor reaffirms its grant of a security interest in all the Collateral pledged by it, and agrees
that such security interest secures all Obligations as defined in the Loan Agreement. As of the Amendment Effective Date, each reference in the Security Agreement to “this Agreement” or in any other Facility Document to the “Security
Agreement” shall mean the Security Agreement as amended by this Agreement, and as hereinafter amended or restated. 
 SECTION 4.3
Representations and Warranties. By its signature hereto, each Grantor hereby represents and warrants that, before and after giving effect to this Agreement, as follows: 
 (a) Its representations and warranties set forth in the Security Agreement are true and correct as if made on the date hereof, except to
the extent they expressly relate to an earlier date; and 
 (b) No Default has occurred and is continuing. 
 ARTICLE V 
 MISCELLANEOUS 
 SECTION 5.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES (BUT WITH REFERENCE TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH BY ITS TERMS APPLIES TO THIS AGREEMENT). 
 SECTION 5.2 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original (whether such counterpart is originally executed or an electronic copy of an original and each party hereto expressly waives its rights to receive originally executed documents) and all of which when taken together shall constitute one
and the same agreement. 
 SECTION 5.3 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A
TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. 
 SECTION 5.4 Entire Agreement. This
Agreement, the Security Agreement and the other Facility Documents embody the entire agreement and understanding of the parties hereto and supersede any and all prior agreements, arrangements and understanding relating to the matters provided for
herein. 
  


					
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 SECTION 5.5 Captions. The various captions in this Agreement are included for convenience only and
shall not affect the meaning or interpretation of any provision of this Agreement. 
 SECTION 5.6 Severability. If any provision of
this Agreement, or the application thereof to any party or any circumstance, is held to be unenforceable, invalid or illegal (in whole or in part) for any reason (in any jurisdiction), the remaining terms of this Agreement, modified by the deletion
of the unenforceable invalid or illegal portion (in any relevant jurisdiction), will continue in full force and effect, and such unenforceability, invalidity or illegality will not otherwise affect the enforceability, validity or legality of the
remaining terms of this Agreement so long as this Agreement, as so modified, continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the deletion of such portion of this Agreement
will not substantially impair the respective expectations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. 
 SECTION 5.7 SUBMISSION TO JURISDICTION. EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR PURPOSES OF ALL LEGAL
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE
VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR ANY DOCUMENT DELIVERED PURSUANT HERETO BY THE MAILING OF A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS RESPECTIVE ADDRESS SPECIFIED AT THE TIME FOR
NOTICES UNDER THIS AGREEMENT OR TO ANY OTHER ADDRESS OF WHICH IT SHALL HAVE GIVEN WRITTEN OR ELECTRONIC NOTICE TO THE OTHER PARTIES. THE FOREGOING SHALL NOT LIMIT THE ABILITY OF ANY PARTY HERETO TO BRING SUIT IN THE COURTS OF ANY JURISDICTION.

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 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written. 
  

			
	RFC ASSET HOLDINGS II, LLC,
	as Grantor
		
	By:	 	 /s/ Melissa White

	Name:	 	Melissa White
	Title:	 	Assistant Treasurer


  


					
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	PASSIVE ASSET TRANSACTIONS, LLC,
	as Grantor
		
	By:	 	 /s/ Melissa White

	Name:	 	Melissa White
	Title:	 	Assistant Treasurer


  


					
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	 RESIDENTIAL CAPITAL, LLC,
 as
Grantor

		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Assistant Treasurer


  


					
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	 RESIDENTIAL FUNDING COMPANY, LLC,
 as Grantor


		
	By:	 	 /s/ Melissa White

	Name:	 	Melissa White
	Title:	 	Assistant Treasurer


  


					
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	 GMAC MORTGAGE, LLC,
 as
Grantor

		
	By:	 	 /s/ Melissa White

	Name:	 	Melissa White
	Title	 	Assistant Treasurer


  


					
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	 GMAC LLC,
 as Lender
Agent

		
	By:	 	 /s/ David C. Walker

	Name:	 	David C. Walker
	Title:	 	Group Vice President and Treasurer


  


					
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