Ninth Amendment to Loan Agreement



 Exhibit 10.30 
 EXECUTION COPY 
 NINTH AMENDMENT 
 To Loan Agreement 
 Dated as of June 12, 2009 
 by and among 
 PASSIVE ASSET TRANSACTIONS,
LLC, 
 as Borrower, 
 RFC ASSET
HOLDINGS II, LLC, 
 as Borrower, 
 RESIDENTIAL FUNDING COMPANY, LLC, 
 as Guarantor, 
 GMAC MORTGAGE, LLC, 
 as Guarantor, 
 RESIDENTIAL CAPITAL, LLC 
 as Guarantor, 
 Certain Affiliates of the Borrowers and Guarantors 
 party hereto as Obligors, 
 GMAC LLC, 
 as Initial Lender and as Lender Agent 
 and 
 Certain Other Financial Institutions and Persons from 
 time to time party hereto as
Lenders 







 This NINTH AMENDMENT (this “Agreement”), dated as of June 12, 2009
(the “Amendment Effective Date”), is by and among Passive Asset Transactions, LLC, a Delaware limited liability company (“PATI”), RFC Asset Holdings II, LLC, a Delaware limited liability company
(“RAHI” and, together with PATI, each a “Borrower” and collectively, the “Borrowers”), Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), Residential
Capital, LLC, a Delaware limited liability company (“ResCap”), GMAC Mortgage, LLC, a Delaware limited liability company (“GMAC Mortgage”, and together with RFC and ResCap, each a “Guarantor”
and collectively, the “Guarantors”), the various other parties signatory hereto as obligors (the “Obligors”), GMAC LLC, a Delaware limited liability company (“GMAC”), as the initial lender (in such
capacity, the “Initial Lender”), the financial institutions and other Persons that are or may from time to time become parties hereto as Lenders (together with the Initial Lender and their respective successors and assigns, each a
“Lender” and collectively, the “Lenders”), and GMAC, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Lender Agent”). 
 Reference is hereby made to the Loan Agreement, dated as of November 20, 2008, among the Borrowers, the Guarantors, the Lenders and the Lender Agent
(as amended and modified through the date hereof, the “Loan Agreement”). 
 RECITALS 
 1. Each of the parties hereto is a party to the Loan Agreement. 
 2. The parties hereto desire to make certain amendments to the Loan Agreement. 
 3. Each of the parties
hereto, by its signature hereto, hereby acknowledges, consents and agrees to the matters set forth herein. 
 4. In consideration of the
premises and mutual agreements herein contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I 
 DEFINED TERMS 
 SECTION 1.1 Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Loan Agreement. 
  


					
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 ARTICLE II 
 AMENDMENTS TO THE LOAN AGREEMENT 
 SECTION 2.1 Amendment to the Loan Agreement. Each of the parties
hereto hereby consents and agrees that the Loan Agreement shall be amended as of the Amendment Effective Date as follows: 
 (a) The first sentence of the second paragraph of Section 7.01(w) of the Loan Agreement is hereby amended and restated as follows: 
 “If any proposed Approved Additional Collateral consists of US Mortgage Loans, the Obligors shall deliver to the Lender Agent a schedule of the proposed Approved Additional Collateral, which schedule shall
include loan data, with the same detail and in the same format, as the data file delivered to the Lender Agent on May 19, 2009 in connection with the first groups of US Mortgage Loans included in the Collateral (or such other data, detail or
format as the Lender Agent and the Obligors shall mutually agree), and in any event sufficient data to identify each Mortgage Loan thereon and shall include both (i) the US Mortgage Loans proposed to be added to the Group A Loans, the
Group B Loans, the Group C Loans or any other Loan Group and (ii) the US Mortgage Loans included in each Loan Group included in the Collateral at the time such schedule is delivered.” 
 SECTION 2.2 Amendments to Definitions. Each of the parties hereto hereby consents and agrees that Schedule 1.01 to the Loan Agreement shall
be amended as of the Amendment Effective Date as follows: 
 (a) The following definitions in Schedule 1.01 to the Loan
Agreement are hereby amended and restated in full to read as follows: 
 “Group A Loans” means US Mortgage
Loans designated as Group A Loans in a Mortgage Schedule by the Obligors; provided that, once a US Mortgage Loan has been so designated in one Mortgage Schedule it may not be designated as being included in another Loan Group in a
subsequent Mortgage Schedule without the prior written consent of the Lender Agent. 
 “Group B Loans” means
US Mortgage Loans designated as Group B Loans in a Mortgage Schedule by the Obligors; provided that, once a US Mortgage Loan has been so designated in one Mortgage Schedule, it may not be designated as being included in another Loan
Group in a subsequent Mortgage Schedule without the prior written consent of the Lender Agent. 
 “Mortgage
Schedule” means any schedule of mortgage loans delivered by the Obligors in connection with a Collateral Addition Designation Notice relating to US Mortgage Loans in the form of a data tape, CD Rom or other tangible medium identifying for
each mortgage loan: (i) the loan number, (ii) the name of the borrower, (iii) the address of the property securing such mortgage loan, (iv) the original principal amount of such mortgage loan and (v) the designated Loan
Group for such mortgage loan. 
 (b) The following definitions in Schedule 1.01 to the Loan Agreement are hereby
inserted in the correct alphabetical order as follows: 
 “Group C Loans” means US Mortgage Loans designated
as Group C Loans in a Mortgage Schedule by the Obligors; provided that, once a US Mortgage Loan has been so designated in one Mortgage Schedule, it may not be designated as being included in another Loan Group in a subsequent Mortgage
Schedule without the prior written consent of the Lender Agent. 
  


					
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 “Loan Group” means the Group A Loans, the Group B Loans, the
Group C Loans and any other group of US Mortgage Loans designated in a Collateral Addition Designation Notice and identified in the related Mortgage Schedule by the Obligors; provided that, once a US Mortgage Loan has been designated as
being included in a particular Loan Group in a Mortgage Schedule it may not be designated as being included in another Loan Group in a subsequent Mortgage Schedule without the prior written consent of the Lender Agent. 
 (c) The definition of “GSAP Modification Conditions” in Schedule 1.01 of the Loan Agreement is hereby amended by deleting
the phrase to “the Security Agreement” in clause (b) thereof and replacing it with phrase “the Security Documents in a manner satisfactory to the Lender Agent.” 
 SECTION 2.3 Amendment to Schedules. Each of the parties hereto hereby consents and agrees that the Schedules to the Loan Agreement shall be
amended as of the Amendment Effective Date as follows: 
 (a) Section 3(g) of Schedule 2.04 is hereby amended by deleting
the phrase “Group A Loans” at the end of the paragraph and replacing it with “Group B Loans”. 
 (b)
Section 3(h) of Schedule 2.04 is hereby amended and restated as follows: 
 “With respect to Group C Loans,
(a) the Specified Percentage of the Carrying Value of such Group C Loans, less (b) the Specified Percentage of the Carrying Value of any such Group C Loans (i) subject to a Collateral Disposition since the Cut-Off Date for the last
Monthly Report or (ii) for which the Carrying Value has become zero since the Cut-Off Date for the last Monthly Report pursuant to clause (y) of the next sentence below, plus (c) if additional Group C Loans have been designated
as Eligible Assets by the Lender Agent in a Collateral Addition Designation Notice since such Cut-Off Date, the Specified Percentage of the Carrying Value of such Group C Loans; plus”. 
  


					
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 (c) A new Section 3(i) to Schedule 2.04 is hereby inserted to read as follows:

 “With respect to any US Mortgage Loans which are designated as belonging to a Loan Group other than the Group A Loans,
Group B Loans or Group C Loans, with respect to the US Mortgage Loans belonging to each such Loan Group: (a) the Specified Percentage of the Carrying Value of such US Mortgage Loans, less (b) the Specified Percentage of the Carrying
Value of any such US Mortgage Loans (i) subject to a Collateral Disposition since the Cut-Off Date for the last Monthly Report or (ii) for which the Carrying Value has become zero since the Cut-Off Date for the last Monthly Report pursuant
to clause (y) of the next sentence below, plus (c) if additional US Mortgage Loans have been designated as Eligible Assets by the Lender Agent in a Collateral Addition Designation Notice and have been identified as belonging to such
Loan Group in the related Mortgage Schedule since such Cut-Off Date, the Specified Percentage of the Carrying Value of such US Mortgage Loans; plus” 
 (d) A new Section 3(j) to Schedule 2.04 is hereby inserted to read as follows: 
 “The Collateral Value of any Approved Additional Collateral, calculated in accordance with the methodology (including any reductions or haircuts to carrying or market value) set forth in the Collateral Addition Designation Notice with
respect to such Approved Additional Collateral.” 
 (e) The second paragraph of Section 5 to Schedule 2.04 is hereby
amended and restated as follows: 
 “With respect to the US Mortgage Loans identified on a Mortgage Schedule delivered by
the Obligors to the Lender Agent, the Specified Percentage: (i) for Group A Loans shall initially be 40%, (ii) for Group B Loans shall initially be 35%, (iii) for Group C Loans shall initially be 36% and (iv) for any US Mortgage
Loans belong to a Loan Group other than the Group A Loans, Group B Loans or Group C Loans shall initially be the percentage set forth for such Loan Group in the Collateral Addition Designation Notice pursuant to which such Loan Group was
identified.” 
 ARTICLE III 
 CONDITIONS TO EFFECTIVENESS 
 SECTION 3.1 Amendment Effective Date. This Agreement and the provisions
contained herein shall become effective as of the Amendment Effective Date. 
 SECTION 3.2 Opinions. On or before
June 16, 2009, the Obligors shall deliver or cause to be delivered opinions of counsel to the Borrowers, the Guarantors and Obligors with respect to the transactions contemplated hereby, which opinions shall be in form and substance
satisfactory to the Lender Agent. 
  


					
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 SECTION 3.3 Other. On or before June 16, 2009, the Obligors shall deliver or cause to be
delivered such other documents, including but not limited to the Obligors’ board resolutions approving this Agreement, as the Lender Agent may reasonably request, which documents will be in form and substance satisfactory to the Lender Agent.

 ARTICLE IV 
 NOTICES,
ACKNOWLEDGEMENTS, CONFIRMATION AND REPRESENTATIONS 
 AND WARRANTIES 
 SECTION 4.1 Collateral Addition Designation Notice. RFC hereby notifies the Lender Agent and the Omnibus Agent that additional US Mortgage Loans
are being added to the Security Agreement and the Omnibus Agreement, as described in the Mortgage Schedule dated June 12, 2009 delivered by RFC to the Lender Agent and the Omnibus Agent. RFC hereby requests that the Lender Agent and the Omnibus
Agent consent to the addition of such US Mortgage Loans. RFC hereby represents and warrants to the Lender Agent and the Omnibus Agent that the US Mortgage Loans described in such Mortgage Schedule (the “Loans”) that are being added
are Eligible Assets, all conditions precedent to the Loans constituting Approved Additional Collateral have been satisfied and that the addition of the Loans otherwise complies with the terms of the Facility Documents. At the request of RFC,
the Lender Agent hereby waives the Specified Days prior written notice requirement of the foregoing Approved Additional Collateral set forth in Section 7.01(w) of the Loan Agreement. This Agreement shall constitute a Collateral Addition
Designation Notice with respect to those Loans and the foregoing shall, to the extent the foregoing constituting Eligible Assets, constitute Approved Additional Collateral as of the Amendment Effective Date. The Loans are hereby designated as Group
C Loans. 
 SECTION 4.2 Notice. Each party hereto hereby acknowledges timely notice of the execution of this Agreement and of the
transactions and amendments contemplated hereby. Each party hereto hereby waives any notice requirement contained in the Loan Agreement or the other Facility Documents with respect to the execution of this Agreement. 
 SECTION 4.3 Reservation of Rights. The Borrowers and the Guarantors each hereby acknowledge and agree that none of this Agreement, the making of
any loan under the Loan Agreement by any Lender and any Lender’s or the Lender Agent’s consent thereto either before or after the Amendment Effective Date shall constitute (w) an approval of the accuracy of all or any portion of
any Borrower funding request or related certification, (x) a waiver or forbearance by any Lender or the Lender Agent under any of the Facility Documents, (y) the acceptance by any Lender or the Lender Agent of any course of conduct by any
Obligor or any other Person or (z) an agreement by any Lender or the Lender Agent to amend any of the Facility Documents without all required approvals or related certification. The Borrowers and the Guarantors each hereby further acknowledge
and agree that the Lenders and the Lender Agent reserve all rights, remedies and options under the Facility Documents to require either Borrower to satisfy in all respects the conditions relating to the making of any loan under the Facility
Documents and each Obligor to perform all of its obligations under the Facility Documents which are then due and owing or are susceptible of performance, as the case may be. 
  


					
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 SECTION 4.4 Confirmation of the Facility Documents. The Borrowers, the Guarantors and the Obligors
each hereby acknowledge and agree that the Loan Agreement and each other Facility Document (each as amended as of the date hereof) are each ratified and confirmed in all respects and shall remain in full force and effect in accordance with their
respective terms. Without limiting the foregoing, each Obligor reaffirms its grant of a security interest in all the Collateral pledged by it, and agrees that such security interest secures all Obligations. As of the Amendment Effective Date, each
reference in the Loan Agreement to “this Agreement” or in any other Facility Document to the “Loan Agreement” shall mean the Loan Agreement as amended by this Agreement, and as hereinafter amended, restated or modified.

 SECTION 4.5 Representations and Warranties. By its signature hereto, each Borrower, each Guarantor and each other Obligor hereby
represents and warrants that, before and after giving effect to this Agreement, as follows: 
 (a) Its representations and
warranties set forth in the Facility Documents are true and correct as if made on the date hereof, except to the extent they expressly relate to an earlier date; and 
 (b) No Default has occurred and is continuing. 
 ARTICLE V 
 MISCELLANEOUS 
 SECTION 5.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (BUT WITH REFERENCE TO
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH BY ITS TERMS APPLIES TO THIS AGREEMENT). 
 SECTION 5.2 Execution in
Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original (whether such counterpart is originally
executed or an electronic copy of an original and each party hereto expressly waives its rights to receive originally executed documents) and all of which when taken together shall constitute one and the same agreement. 
 SECTION 5.3 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. 
 SECTION 5.4 Entire Agreement. This Agreement, the Loan Agreement and the
other Facility Documents embody the entire agreement and understanding of the parties hereto and supersede any and all prior agreements, arrangements and understanding relating to the matters provided for herein. 
  


					
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 SECTION 5.5 Captions. The various captions in this Agreement are included for convenience only and
shall not affect the meaning or interpretation of any provision of this Agreement. 
 SECTION 5.6 Severability. If any provision of
this Agreement, or the application thereof to any party or any circumstance, is held to be unenforceable, invalid or illegal (in whole or in part) for any reason (in any jurisdiction), the remaining terms of this Agreement, modified by the deletion
of the unenforceable invalid or illegal portion (in any relevant jurisdiction), will continue in full force and effect, and such unenforceability, invalidity or illegality will not otherwise affect the enforceability, validity or legality of
the remaining terms of this Agreement so long as this Agreement, as so modified, continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the deletion of such portion of this
Agreement will not substantially impair the respective expectations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. 
 SECTION 5.7 SUBMISSION TO JURISDICTION. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK LOCATED IN THE CITY OF MANHATTAN OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR ANY DOCUMENT DELIVERED PURSUANT HERETO BY THE MAILING OF A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS RESPECTIVE ADDRESS SPECIFIED AT THE TIME FOR
NOTICES UNDER THIS AGREEMENT OR TO ANY OTHER ADDRESS OF WHICH IT SHALL HAVE GIVEN WRITTEN OR ELECTRONIC NOTICE TO THE OTHER PARTIES. THE FOREGOING SHALL NOT LIMIT THE ABILITY OF ANY PARTY HERETO TO BRING SUIT IN THE COURTS OF ANY JURISDICTION.

 [signature pages follow] 
  


					
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 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written. 
  

			
	 RFC ASSET HOLDINGS II, LLC,
 as
Borrower

		
	By:	 	/s/ Melissa White



			
	Name:	 	Melissa White
	Title:	 	Assistant Treasurer


  


					
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	 PASSIVE ASSET TRANSACTIONS, LLC,
 as Borrower


		
	By:	 	/s/ Melissa White



			
	Name:	 	Melissa White
	Title:	 	Assistant Treasurer


  


					
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	 RESIDENTIAL FUNDING COMPANY, LLC,
 as
Guarantor

		
	By:	 	/s/ Melissa White



			
	Name:	 	Melissa White
	Title:	 	Assistant Treasurer


  


					
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	 GMAC MORTGAGE, LLC,
 as
Guarantor

		
	By:	 	/s/ Melissa White



			
	Name:	 	Melissa White
	Title:	 	Assistant Treasurer


  


					
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	 RESIDENTIAL CAPITAL, LLC,
 as
Guarantor

		
	By:	 	/s/ John M. Peterson



			
	Name:	 	John M. Peterson
	Title:	 	Assistant Treasurer


  


					
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	 GMAC LLC,
 as Lender Agent and Initial Lender


		
	By:	 	/s/ David C. Walker



			
	Name:	 	David C. Walker
	Title:	 	Business Unit Treasury Executive


  


					
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