Amendment to Master Securities Forward Transaction Agreement



 Exhibit 10.24 
 EXECUTION COPY 
 AMENDMENT 
 dated as of June 1, 2009 
 between 
 GMAC Investment Management LLC and 
 GMAC
Mortgage, LLC 
 to the 
 MASTER SECURITIES FORWARD 
 TRANSACTION AGREEMENT 
 dated as of March 18, 2009 
 between 
 GMAC Investment Management LLC and 
 GMAC
Mortgage, LLC 
 (the “Agreement”) 
 GMAC Investment Management LLC (“GMAC IM”) and GMAC Mortgage, LLC (“GMACM”) have previously entered into the Agreement and now agree to amend the Agreement by the terms of this Amendment (this
“Amendment”). 
 Accordingly, in consideration of the mutual agreements contained in this Amendment, the parties agree as follows: 
  

	1.	Amendment of the Agreement 

 Paragraph 11 of Annex I
to the Agreement is amended and restated in its entirety to read as follows: 
 “Restriction on Liens. GMAC Mortgage hereby agrees
that it shall not grant any lien or security interest in its rights under this Agreement other than (i) the lien created pursuant to the Omnibus Pledge and Security Agreement and Irrevocable Proxy, dated as of March 18, 2009 (as the same
may be amended, supplemented, restated or otherwise modified, the “Omnibus Security Agreement”), by and among RFC Asset Holdings II, LLC, Passive Asset Transactions, LLC and certain of their Affiliates from time to time party
thereto, as grantors, GMAC IM, as secured party, and GMAC LLC, as omnibus agent, as lender agent for the lender parties, as lender under the MSR loan agreement and as secured party, 








 
(ii) the lien created pursuant to the Pledge and Security Agreement and Irrevocable Proxy, dated as of June 1, 2009, between RAHI, PATI and certain
of their Affiliates from time to time party thereto, as grantors, and GMAC LLC, as secured party (as amended or modified from time to time, the “Fourth Security Agreement”) and (iii) any lien for taxes or assessments or other
governmental charges or levies not then due and payable (or which, if due and payable, are being contested in good faith either with the third party to whom such taxes are owed or the third party obligated to pay such taxes and for which adequate
reserves are being maintained, to the extent required by generally accepted accounting principles, and such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such lien).” 
  

	2.	Representations 

 GMACM represents to GMAC IM in
respect of the Agreement, as amended pursuant to this Amendment, that all representations made by GMACM pursuant to the Agreement are true and accurate as of the date of this Amendment. 
  

	3.	Consent to Security Interest 

 Each of the parties
hereto hereby consent to the creation and existence of the security interests in the Collateral created by the Fourth Security Agreement. 
  

	4.	Miscellaneous 

  

	 	(a)	Entire Agreement; Restatement. 

  

	 	(i)	This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (except
as otherwise provided herein) with respect thereto. 

  

	 	(ii)	Except for any amendment to the Agreement made pursuant to this Amendment, all terms and conditions of the Agreement will continue in full force and effect in accordance with its
provisions on the date of this Amendment. References to the Agreement will be to the Agreement, as amended by this Amendment. 

  

	 	(b)	Amendments. No amendment, modification or waiver in respect of the matters contemplated by this Amendment will be effective unless made in accordance with the
terms of the Agreement. 

  

	 	(c)	Counterparts. This Amendment may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.


  

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	 	(d)	Headings. The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into consideration in
interpreting this Amendment. 

  

	 	(e)	Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflict of
laws principles thereof. 

 [signature pages follow] 
  

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 IN WITNESS WHEREOF the parties have executed this Amendment on the respective dates specified below with
effect from the date specified first on the first page of this Amendment. 
  

			
	GMAC INVESTMENT MANAGEMENT LLC
		
	By:	 	/s/ Melissa Melvin
	Name:	 	Melissa Melvin
	Title:	 	Assistant Secretary
	Date:	 	June 1, 2009

  

			
	GMAC MORTGAGE, LLC
		
	By:	 	/s/ John M. Peterson
	Name:	 	John M. Peterson
	Title:	 	Treasurer
	Date:	 	June 1, 2009

  


					
		  	S-1	  	 Amendment to
 GMAC IM-GMACM
 MSFTA