EX-10.17






Exhibit 10.17




EXECUTION COPY




Joinder Agreement



This JOINDER AGREEMENT, dated as of August 15, 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 (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 Home Services, 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.




Joinder – GMAC Home Services, LLC




 









 







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	 	 
	 



	 	 	 
	ACKNOWLEDGED AND AGREED
as of the date first above written:
	 	 
	 
	 	 
	GMAC, LLC 

as Lender Agent
	 	 
	 
	 	 
	By: /s/ David C. Walker
 

Name: David C. Walker

	 	 
	Title: Group Vice President
	 	 
	 
	 	 
	WELLS FARGO BANK, N.A.,

as First Priority Collateral Agent
	 	 
	 
	 	 
	By: /s/ Alfia Monastra
 

Name: Alfia Monastra

	 	 
	Title: Vice President
	 	 
	 
	 	 
	WELLS FARGO BANK, N.A.,

as Collateral Control Agent
	 	 
	 
	 	 
	By: /s/ Alfia Monastra
 

Name: Alfia Monastra

	 	 
	Title: Vice President
	 	 






Joinder — GMAC Home Services, LLC




 









 





ACKNOWLEDGED AND AGREED FOR

PURPOSES OF THE LOAN AGREEMENT

as of the date first above written:




	 	 	 
	GMAC MORTGAGE, LLC
	 	 
	 
	 	 
	By: /s/ Elizabeth T. Kelly
 

Name: Elizabeth T. Kelly

	 	 
	Title: Assistant Treasurer
	 	 
	 
	 	 
	RESIDENTIAL FUNDING COMPANY, LLC
	 	 
	 
	 	 
	By: /s/ Elizabeth T. Kelly
 

Name: Elizabeth T. Kelly

	 	 
	Title: Assistant Treasurer
	 	 






Joinder — GMAC Home Services, LLC




 









 





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



Joinder — GMAC Home Services, LLC




 









 






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.




Joinder — GMAC Home Services, LLC




 









 







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 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




     2. 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.




     3. 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






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     4. 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




     5. 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
	 	Limited Liability	 	100%	 	GMAC Home Services, LLC	 	100
%	 
	Relocation Services, LLC
	 	Company	 	 	 		 	 	 	 






Joinder — GMAC Home Services, LLC