EX-10.16






Exhibit 10.16




EXECUTION VERSION




Joinder Agreement



This JOINDER AGREEMENT, dated as of August 6, 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 (“GMAC”), 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.
Reference is made to that certain Amended and Restated Operating Agreement of Marbella Lakes
Associates, LLC, dated the date hereof (the “Operating Agreement”), by and between Equity
Investment IV, LLC (the “New Equity Pledgor”) and Naples Associates III, LLC
(“GL”), pursuant to which GL will be admitted as a member with a 33.33% interest in
Marbella Lakes Associates, LLC (f/k/a DOA Properties VIII (Marbella Lakes), LLC)
(“Marbella”).



By executing and delivering this Joinder Agreement, the New Equity Pledgor, as provided in
Section 15 of the Pledge and Security Agreement, agrees that it shall, effective on the date hereof
immediately upon the execution and delivery of the Operating Agreement and the admission of GL as a
member of Marbella thereunder, automatically become 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 Agreement — Equity Investment IV





 









 







The New Equity Pledgor hereby further represents, warrants and covenants that it will not Transfer
any of its assets (after giving effect, for the avoidance of doubt, to the admission of GL as a
member of Marbella under the Operating Agreement) without the express written consent of
GMAC.




Joinder Agreement — Equity Investment IV




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




	 	 	 	 	 
	 	EQUITY INVESTMENT IV, LLC

 	 
	 	By:  	/s/ Donald V. Pierce
 	 
	 	Name:  Donald V. Pierce	 	 
	 	Title:  Vice President	 	 
	 



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 VP/Treasurer
	 	 
	 
	 	 
	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 Agreement — Equity Investment IV




 









 





ACKNOWLEDGED AND AGREED FOR

PURPOSES OF THE LOAN AGREEMENT

as of the date first above written:




	 	 	 
	GMAC MORTGAGE, LLC
	 	 
	 
	 	 
	By: /s/ Melissa White
 

Name: Melissa White

	 	 
	Title: Assistant Treasurer
	 	 
	 
	 	 
	RESIDENTIAL FUNDING COMPANY, LLC
	 	 
	 
	 	 
	By: /s/ Donald V. Pierce
 

Name: Donald V. Pierce

	 	 
	Title: Vice President
	 	 






Joinder Agreement — Equity Investment IV





 









 








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 Agreement — Equity Investment IV




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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 Agreement — Equity Investment IV




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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:


EQUITY INVESTMENT IV, LLC



Jurisdiction of Formation: Delaware

FEIN: 93-0891336

State organization ID number: 4572829

Chief Executive Office/Principal place of business:

One Meridian Crossings, Suite 100

Minneapolis, MN 55423




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


EQUITY INVESTMENT IV, LLC



Prior names: None




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



	 	 	 	 	 
	 	 	 	 	Jurisdiction of
	 	 	 	 	Incorporation
	Parent	 	Subsidiary	 	(Subsidiary)
	Equity Investment IV,
LLC

	 	Marbella Lakes Associates, LLC
	 	Delaware






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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”:


Equity Investment IV, 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




     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	 
	Marbella Lakes
	 	Limited Liability Company	 	66.67%	 	Equity Investment IV, LLC	 	100%		
	Associates, LLC
	 		 	 	 		 	 	 	 
	(f/k/a DOA
Properties VIII
(Marbella Lakes),
LLC)
	 	 	 	 	 	 	 	 	 	 






Joinder Agreement — Equity Investment IV





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