EX-10.15







Exhibit 10.15




Joinder Agreement



This JOINDER AGREEMENT, dated as of June 9, 2008 is delivered pursuant to Section 15
of the First Priority Pledge and Security Agreement and Irrevocable Proxy, dated as of June 4,
2008, among Residential Funding Company, LLC, GMAC Mortgage, LLC, certain of their Affiliates from
time to time parties thereto as Grantors, GMAC, LLC, as Lender and Lender Agent, and Wells Fargo
Bank, N.A., as First 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.



By executing and delivering this Joinder Agreement, GMAC Model Home Finance I, LLC (the
“New Equity Pledgor”), as provided in Section 15 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 First Priority Collateral
Agent for the benefit of the Lender Parties, and grants to the First Priority Collateral Agent for
the benefit of the Lender Parties a lien on and security interest in, all of its right, title and
interest in, to and under the Collateral of the New Equity Pledgor described in Annex A and
expressly assumes all obligations and liabilities of an Equity Pledgor thereunder. The New Equity
Pledgor hereby agrees to be bound as an Equity Pledgor for the purposes of the Pledge and Security
Agreement.



In addition to the foregoing, the New Equity Pledgor hereby agrees to be bound by the terms
and conditions of the Intercreditor Agreement and the Loan Agreement (each as defined under the
Pledge and Security Agreement, and as amended, supplemented, amended and restated or otherwise
modified from time to time) as if it had signed as an Obligor thereunder.



The information set forth in Annex B is hereby added to the information set forth in
Schedules I through XI and Attachment I to the Pledge and Security Agreement. By acknowledging and
agreeing to this Joinder Agreement, the New Equity Pledgor 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.



The New Equity Pledgor hereby represents and warrants that each of the representations and
warranties contained in Section 6 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 addition, DOA Holding Properties, LLC hereby ratifies its pledge of 100% of the membership
interests of DOA Properties III (Models), LLC, DOA Properties IIIB (KB Models), LLC, DOA Properties
IV, LLC, DOA Properties V (Lots-CA), LLC, DOA Properties VII (Lots-NV), LLC, DOA Properties VIII
(Marbella Lakes), LLC and DOA Properties IX (Lots-Other), LLC, each being a Delaware limited
liability company.




 









 







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




GMAC MODEL HOME FINANCE I, LLC




	 	 	 	 	 
	 	 	 
	 	By:  	  /s/ Michael Franta
 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	DOA HOLDING PROPERTIES, LLC

 	 
	 	By:  	/s/ Michael Franta
 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 	 	 
	 	ACKNOWLEDGED AND AGREED

as of the date first above written:



GMAC, LLC

as Lender Agent

 	 
	 	By:  	/s/ David Walker
 	 
	 	Name:  	David Walker 	 
	 	Title:  	Group Vice President & Treasurer 	 
	 
	 	WELLS FARGO BANK, N.A.,

as First Priority Collateral Agent

 	 
	 	By:  	/s/ Nicholas D. Tally
 	 
	 	Name:  	Nicholas D. Tally 	 	 
	 	Title:  	Vice President 	 	 
	 
	 	WELLS FARGO BANK, N.A.,

as Collateral Control Agent

 	 
	 	By:  	/s/ Nicholas D. Tally
 	 
	 	Name:  	Nicholas D. Tally 	 	 
	 	Title:  	Vice President 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ACKNOWLEDGED AND AGREED FOR

PURPOSES OF THE LOAN AGREEMENT

as of the date first above written:





GMAC MORTGAGE, LLC

 	 
	 	By:  	/s/ Melissa M. White
 	 
	 	Name:  	Melissa M. White 	 	 
	 	Title:  	Assistant Treasurer 	 	 
	 



	 	 	 	 	 
	 	RESIDENTIAL FUNDING COMPANY, LLC

 	 
	 	By:  	/s/ James N. Young
 	 
	 	Name:  	James N. Young 	 	 
	 	Title:  	Chief Financial Officer 	 	 



 









 






	 	 	 	 	 



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
Pledgor executing this Joinder Agreement shall mean with respect to 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 Pledgor shall, from time to time,
execute and deliver to the Lender Agent, as the Lender Agent 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
Lender Agent reasonably deems necessary or advisable to ensure a first priority, perfected security
interest in all or any portion of the Collateral.




 









 








ANNEX B

TO JOINDER AGREEMENT




Updated Information to Schedules I-XI and Attachment I

to Pledge and Security Agreement and Irrevocable Proxy




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


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.




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


GMAC MODEL HOME FINANCE I, LLC



Prior names: None



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




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



	 	 	 	 	 
	 	 	 	 	Jurisdiction of Incorporation
	Parent	 	Subsidiary	 	(Subsidiary)
	GMAC Model Home Finance I, LLC

	 	CHM Holdings, LLC
	 	Delaware





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




 









 





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


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.




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



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest	 	 	 	 
	 	 	 	 	Interests	 	 	 	 
		 	Type of	 	Owned by	 	 	 	% of Interests
	Pledged Interests Issuer	 	Interests	 	Pledgor	 	Pledgor	 	of Pledgor Pledged
	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.