EX-10.19






Exhibit 10.19




Joinder Agreement



This JOINDER AGREEMENT, dated as of September 22, 2008 is delivered pursuant to Section 16
of the Second Lien Pledge and Security Agreement and Irrevocable Proxy, dated as of June 6, 2008,
among Residential Capital, LLC certain of its affiliates from time to time parties thereto as
Grantors, U.S. Bank National Association, as Trustee, and Wells Fargo Bank, N.A., as Second
Priority Collateral Agent and Collateral Control Agent (as amended, supplemented, restated or
otherwise modified from time to time, the “Pledge and Security Agreement”). Capitalized
terms used herein without definition are used as defined in the Pledge and Security Agreement.



WHEREAS, Section 11(a)(xv) of the Pledge and Security Agreement requires that if any
Obligor takes action to grant the First Priority Collateral Agent additional collateral it shall do
the same for the Second Priority Collateral Agent.



By executing and delivering this Joinder Agreement, each of GMAC Model Home Finance I, LLC
(“GMAC Model Home”) and GMAC Home Services, LLC (“GMAC Home Services”, and together
with GMAC Model Home, collectively, the “New Equity Pledgors”), as provided in Section 16
of the Pledge and Security Agreement, hereby becomes a party to the Pledge and Security Agreement
as an Equity Pledgor thereunder with the same force and effect as if originally named as an Equity
Pledgor therein and, without limiting the generality of the foregoing, as collateral security for
the prompt and complete payment and performance when due (whether at stated maturity, by
acceleration or otherwise) of the Obligations, hereby mortgages, pledges, assigns, transfers and
hypothecates to the Second Priority Collateral Agent for the benefit of the Notes Parties, and
grants to the Second Priority Collateral Agent for the benefit of the Notes Parties a lien on and
security interest in, all of its right, title and interest in, to and under the Collateral of such
New Equity Pledgor described in Annex A and expressly assumes all obligations and
liabilities of an Equity Pledgor thereunder. Each of the New Equity Pledgors hereby agrees to be
bound as an Equity Pledgor for the purposes of the Pledge and Security Agreement.



The information set forth in Annex B is hereby added to the information set forth in
Schedules I through VIII and Attachment I to the Pledge and Security Agreement. By acknowledging
and agreeing to this Joinder Agreement, each of the New Equity Pledgors hereby agrees that this
Joinder Agreement may be attached to the Pledge and Security Agreement and that the Collateral
listed on Annex A to this Joinder Amendment shall be and become part of the Collateral
referred to in the Pledge and Security Agreement and shall secure all Obligations.



Each of the New Equity Pledgors hereby represents and warrants that each of the representations and
warranties contained in Section 7 of the Pledge and Security Agreement applicable to it is true and
correct on and as the date hereof as if made on and as of such date.




 









 







IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and
delivered as of the date first above written.




	 	 	 	 	 
	 	GMAC HOME SERVICES, LLC

 	 
	 	By:  	/s/ James N. Young
 	 
	 	 	Name:  	James N. Young 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	GMAC MODEL HOME FINANCE I, LLC

 	 
	 	By:  	/s/ David Flavin
 	 
	 	 	Name:  	David Flavin 	 
	 	 	Title:  	Chief Financial Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	ACKNOWLEDGED AND AGREED	 	 
	as of the date first above written:	 	 
	 
	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION,	 	 
	as Trustee	 	 
	 
	By:

	 	/s/ Raymond S. Haverstock
 

Name: Raymond Haverstock
	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	WELLS FARGO BANK, N.A.,	 	 
	as Second Priority Collateral Agent	 	 
	 
	 	 	 	 
	By:

	 	/s/ Alfia Monastra	 	 
	 

	 	 	 	 
	 

	 	Name: Alfia Monastra	 	 
	 

	 	Title: Vice President	 	 






 









 






ANNEX A

TO JOINDER AGREEMENT




Description of Collateral



As used in the Joinder Agreement to which this Annex A is attached, the “Collateral” of the Equity
Pledgors executing this Joinder Agreement shall mean with respect to each such Equity Pledgor:



All of such Equity Pledgor’s right, title and interest, in, to, and under, whether now or hereafter
existing, owned or acquired and wherever located and howsoever created, arising or evidenced, all
of the following:





     (a) all Pledged Shares of each Pledged Share Issuer identified in Item A of
Attachment I to the Pledge and Security Agreement;




     (b) all other Pledged Shares issued by any Pledged Share Issuer and pledged hereunder
by any Equity Pledgor from time to time;




     (c) all promissory notes, if any, of each Pledged Note Issuer identified in Item
D of Attachment I to the Pledge and Security Agreement;




     (d) all other Pledged Notes, if any, issued by any Pledged Note Issuer from time to
time;




     (e) all Pledged Note Liens, if any;




     (f) all Pledged Interests of each Pledged Interest Issuer identified in Item B
of Attachment I to the Pledge and Security Agreement (including, without limitation,
the Pledged Interests described in Annex B hereto);




     (g) all other Pledged Interests issued by any Pledged Interest Issuer and pledged
hereunder by any Equity Pledgor from time to time;




     (h) all Dividends, Distributions, interest, and other payments and rights with respect
to any Pledged Shares or Pledged Interests;




     (i) all Deposit Accounts and all Property deposited or carried therein or credited
thereto; and




     (j) all Securities Accounts and all Property (including all Investment Property and
Financial Assets) deposited or carried therein or credited thereto, and all permitted
investments acquired with funds on deposit in or carried in or credited to such Securities
Accounts;


together with all books, records, writings, data bases, information and other property relating to,
used or useful in connection with, or evidencing, embodying, incorporating or referring to any of
the foregoing, all claims and/or insurance proceeds arising out of the loss, nonconformity or any


 









 






interference with the use of, or any defect or infringement of rights in, or damage to, any of the
foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from,
and all distributions on and rights arising out of, any of the foregoing;



provided that, notwithstanding the foregoing, the “Collateral” described in this
Annex A shall not include Excluded Assets. The Equity Pledgors shall, from time to time,
execute and deliver to the Trustee, as the Trustee may reasonably request, all such supplements and
amendments hereto and all such financing statements, continuation statements, instruments of
further assurance and other instruments, and shall take such other action as the Trustee reasonably
deems necessary or advisable to ensure a second priority, perfected security interest in all or any
portion of the Collateral.




 









 





ANNEX B

TO JOINDER AGREEMENT




Updated Information to Schedules I-VIII and Attachment I

to Pledge and Security Agreement and Irrevocable Proxy




     2. Schedule I to the Pledge and Security Agreement is amended by the addition of the
following:


GMAC HOME SERVICES, LLC



Jurisdiction of Formation: Delaware

FEIN: 23-2966318

State organization ID number: 20909247

Chief Executive Office/Principal place of business:

2021 Spring Road, Suite 300

Oak Brook, IL 60523



GMAC MODEL HOME FINANCE I, LLC



Jurisdiction of Formation: Delaware

FEIN: 26-2748469

State organization ID number: 4555820

Chief Executive Office/Principal place of business:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423



and by the deletion of the Grantor Information for GMAC Model Home Finance, LLC.




     3. Schedule III to the Pledge and Security Agreement is amended by the addition of the
following to Section 1 thereto:


GMAC HOME SERVICES, LLC



Prior names: GMAC Home Services, Inc.



GMAC MODEL HOME FINANCE I, LLC



Prior names: None



and by the deletion of the information for GMAC Model Home Finance, LLC therefrom.




     4. Schedule VII to the Pledge and Security Agreement is amended by [the addition of the
following:



 









 





	 	 	 	 	 
	 	 	 	 	Jurisdiction of
	 	 	 	 	Incorporation
	Parent	 	Subsidiary	 	(Subsidiary)
	GMAC Home Services,
LLC

	 	GMAC Global Relocation Services, LLC
	 	Delaware
	 

	 	GHS Metro NY, Inc.
	 	Delaware
	 

	 	Fort Dearborn Land Title Company
	 	Delaware
	 

	 	Referral Network of IL, LLC
	 	Delaware
	 

	 	Koening & Strey, LLC
	 	Delaware
	 

	 	Koening & Strey Insurance Agency, LLC
	 	Delaware
	 

	 	Referral Network of Pureg, Inc.
	 	Delaware
	 

	 	Eastern Mass Real Estate, LLC
	 	MA
	 

	 	GMAC Real Estate, LLC
	 	Delaware
	 

	 	GHS Mortgage, LLC
	 	Delaware
	 

	 	Pacifico Union Real Estate Group, Ltd.
	 	CA
	GMAC Model Home
Finance I, LLC

	 	CMH Holdings, LLC
	 	Delaware





and the deletion of information for GMAC Model Home Finance, LLC.




     5. Schedule XI to the Pledge and Security Agreement is amended by the addition of the
following, under the heading “Equity Pledgors”:


GMAC Home Services, LLC

2021 Spring Road, Suite 300

Oak Brook, IL 60523

Attn: John Bearden

Phone: 630-214-1605

Fax: 866-432-3342

Email: john_bearden@gmachs.com



GMAC Model Home Finance I, LLC

One Meridian Crossings, Suite 100

Minneapolis, MN 55423

Attn: John Peterson

Phone: (952) 857-7539

Fax: (952) 921-4230

Email: john.peterson@gmacrescap.com



and by the deletion of the notice information for GMAC Model Home Finance, LLC therefrom.




     6. Attachment I to the Pledge and Security Agreement is amended by the addition of the
following to Item B thereto:



 









 




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	 	 	Type of	 	Interests Owned	 	 	 	% of Interests of
	Pledged Interests Issuer	 	Interests	 	by Pledgor	 	Pledgor	 	Pledgor Pledged
	GMAC Global Relocation 

Services, LLC

	 	Limited Liability

Company
	 	 	100	%	 	GMAC Home Services,

LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DOA Properties III

(Models), LLC

	 	Limited Liability

Company
	 	 	100	%	 	DOA Holding

Properties, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DOA Properties IIIB

(KB Models), LLC

	 	Limited Liability

Company
	 	 	100	%	 	DOA Holding

Properties, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DOA Properties V

(Lots-CA), LLC

	 	Limited Liability

Company
	 	 	100	%	 	DOA Holding

Properties, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DOA Properties VII

(Lots-NV), LLC

	 	Limited Liability

Company
	 	 	100	%	 	DOA Holding

Properties, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DOA Properties IX

(Lots-Other), LLC

	 	Limited Liability

Company
	 	 	100	%	 	DOA Holding

Properties, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DOA Properties VIII

(Marbella Lakes), LLC

	 	Limited Liability

Company
	 	 	100	%	 	DOA Holding

Properties, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DOA Properties IV, 

LLC

	 	Limited Liability

Company
	 	 	100	%	 	DOA Holding

Properties, LLC
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	CMH Holdings, LLC

	 	Class B
Junior
Preferred
Units
	 	 	100	%	 	GMAC Model

Home Finance I,

LLC
	 	 	100	%





and by the deletion of the Interests pledged by GMCMTH, LLC, KBOne, LLC, LENOne, LLC,
WPSHOne, LLC and RFC MHF Funding, LLC, in each case pledged by GMAC Model Home
Finance, LLC, from Item B thereto.