Second Amendment Agreement



 Exhibit 10.34 
 EXECUTION COPY 
 SECOND AMENDMENT AGREEMENT 
 To Pledge and Security Agreement and Irrevocable Proxy 
 Dated as of June 30, 2009

 by and among 
 RFC ASSET
HOLDINGS II, LLC, 
 PASSIVE ASSET TRANSACTIONS, LLC 
 RESIDENTIAL CAPITAL, LLC 
 RESIDENTIAL FUNDING COMPANY, LLC 
 GMAC MORTGAGE, LLC 
 and certain of their
Affiliates from time to time parties hereto, 
 as Grantors, 
 and 
 GMAC LLC, 
 as a Secured Party 
  


					
		  		  	 Second Amendment Agreement to
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 This SECOND AMENDMENT AGREEMENT (this “Agreement”), dated as of June 30, 2009 (the
“Amendment Effective Date”), is by and among RFC Asset Holdings II, LLC, a Delaware limited liability company (“RAHI”), and Passive Asset Transactions, LLC, a Delaware limited liability company
(“PATI”); Residential Capital, LLC, a Delaware limited liability company (“ResCap”), Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), and GMAC Mortgage, LLC, a
Delaware limited liability company (“GMAC Mortgage” and each of RAHI, PATI, ResCap, and RFC, together with any successors and assigns, is herein a “Grantor” and collectively, the “Grantors”); and
GMAC LLC, a Delaware limited liability company (“Secured Party” or “GMAC”). 
 Reference is hereby made to
the Pledge and Security Agreement and Irrevocable Proxy dated as of June 1, 2009 among the Grantors and the Secured Party (the “Fourth Security Agreement”). 
 RECITALS 
 1. Each of the parties hereto is a party to the Fourth Security Agreement.

 2. The parties hereto desire to make certain amendments to the Fourth Security Agreement. 
 3. Each of the parties hereto, by its signature hereto, hereby acknowledges, consents and agrees to the changes set forth herein. 
 4. In consideration of the promises 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 Fourth Security Agreement. 
  


					
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 ARTICLE II 
 AMENDMENTS TO THE FOURTH SECURITY AGREEMENT 
 SECTION 2.1 Amendments to Section 1. The following
definitions are hereby amended and restated in their entirety to read as follows: 
 First Savings Warehouse Note means that Promissory
Note, dated as of April 1, 2005 and that Promissory Note dated as of July 1, 2009 and issued by First Savings Mortgage Corporation in favor of RFC, as the same may be amended, supplemented, restated or otherwise modified from time to time,
and including any notes given in substitution or replacement therefor. 
 Warehouse Loans means, as the context may require, loans made
by RFC pursuant to a Warehouse Agreement to the borrower under such agreement and/or any mortgage loans or other loans or assets purchased by RFC pursuant to the First Savings Warehouse Agreement.” 
 SECTION 2.2 Amendment to Schedule IV. 
 (a) Exhibit A to Schedule IV of the Fourth Security Agreement is hereby amended by inserting the following: 
  

							
	GMAC Mortgage, LLC	  	Wachovia Bank, N.A.	  	2000049234945	  	GMAC Mortgage, LLC

 (b) Exhibit C to Schedule IV of the Fourth Security Agreement is hereby amended by amending and
restating the third Pledged Note listed therein as follows: 
  

					
	First Savings Mortgage Corporation	  	All First Savings Warehouse Notes, including, without limitation, that certain Promissory Note, dated as of April 1, 2005 and issued by First Savings Mortgage Corporation in favor of
RFC and that certain Promissory Note, dated as of July 1, 2009 and issued by First Savings Mortgage Corporation in favor of RFC	  	Residential Funding Company, LLC

  


					
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 (c) Exhibit D to Schedule IV of the Fourth Security Agreement is hereby amended by inserting the
following: 
  

									
	PATI Real Estate Holdings, LLC	  	Limited Liability Company	  	100%	  	Passive Asset Transactions, LLC	  	100% of Passive Asset Transactions, LLC’s equity interest in PATI Real Estate Holdings, LLC, constituting 100% of all the member interest in PATI Real Estate Holdings, LLC

					
	RAHI Real Estate Holdings, LLC	  	Limited Liability Company	  	100%	  	RFC Asset Holdings II, LLC	  	100% of RFC Asset Holdings II, LLC’s equity interest in RAHI Real Estate Holdings, LLC, constituting 100% of all the member interest of RAHI Real Estate Holdings,
LLC

 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 and Other Deliverables. The
Obligors covenant and agree to deliver or cause to be delivered (a) opinions of counsel to the Obligors with respect to the transactions contemplated hereby, which opinions shall be in form and substance satisfactory to the Secured Party, on or
before July 8, 2009 and (b) such other documents, including but not limited to the Obligors’ board resolutions approving this Agreement, as the Secured Party may reasonably request, which documents will be in form and substance
satisfactory to the Secured Party, on or before July 15, 2009. The Obligors acknowledge and agree that the Secured Party may, upon the failure to deliver any of the items set forth in clauses (a) and (b) above in the timeframes set
forth therein, declare an Event of Default. 
  


					
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 ARTICLE IV 
 ACKNOWLEDGEMENTS, CONSENTS, NOTICE, CONFIRMATION AND 
 REPRESENTATIONS AND WARRANTIES 
 SECTION 4.1 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 Fourth Security Agreement or the Specified Documents with respect to the execution of this Agreement. 
 SECTION 4.2 Confirmation of the Fourth Security Agreement. The Grantors each hereby acknowledge and agree that the Fourth Security Agreement and
each other Specified 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 Grantor
reaffirms its grant of a security interest in all the Collateral pledged by it, and agrees that such security interest secures all Obligations as defined in the Fourth Security Agreement. As of the Amendment Effective Date, each reference in the
Fourth Security Agreement to “this Agreement” or in any other Specified Document to the “Fourth Security Agreement” shall mean the Fourth Security Agreement as amended by this Agreement, and as hereinafter amended or restated.

 SECTION 4.3 Representations and Warranties. By its signature hereto, each Grantor hereby represents and warrants that, before and
after giving effect to this Agreement, as follows: 
 (a) Its representations and warranties set forth in the Specified
Documents (each as amended as of the date hereof) 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. 
  


					
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 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 Security 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. 
 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. 
  


					
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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
Grantor

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


  


					
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	 PASSIVE ASSET TRANSACTIONS, LLC,
 as Grantor


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


  


					
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	 RESIDENTIAL CAPITAL, LLC,
 as
Grantor

		
	By:	 	/s/ John M. Peterson
	Name:	 	John M. Peterson
	Title:	 	Assistant Treasurer


  


					
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	 RESIDENTIAL FUNDING COMPANY, LLC,
 as Grantor


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


  


					
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	 GMAC MORTGAGE, LLC,
 as
Grantor

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


  


					
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	 GMAC LLC,
 as Secured
Party

		
	By:	 	/s/ David C. Walker
	Name:	 	David C. Walker
	Title:	 	Business Unit Treasury Executive


  


					
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 ACKNOWLEDGEMENTS AND AGREEMENTS 
 The Senior Debt Agent hereby acknowledges and agrees with the Secured Party that none of the Collateral is subject to the lien created by the Senior Debt
Security Documents. The Senior Debt Agent further agrees, upon request of the Secured Party, to take such actions as are reasonably necessary to cause Wells Fargo Bank, N.A., as Second Priority Collateral Agent under the Senior Debt Loan Agreement,
to confirm that no lien exists with respect to such Collateral pursuant to the Senior Debt Security Documents. 
  

			
	 GMAC LLC,
 as Senior Debt
Agent

		
	By:	 	/s/ David C. Walker
	Name:	 	David C. Walker
	Title:	 	Business Unit Treasury Executive


 GMAC LLC, in its capacity as LOC Agent (as defined in the Credit Agreement), Omnibus Agent
and lender under the MSR Loan Agreement, hereby consents to the security interests arising under the Pledge and Security Agreement and Irrevocable Proxy to which this Acknowledgement and Agreement is attached. 
  

			
	GMAC LLC, as LOC Agent and Omnibus Agent, as lender under the MSR Loan Agreement, and in its individual capacity
		
	By:	 	/s/ David C. Walker
	Name:	 	David C. Walker
	Title:	 	Business Unit Treasury Executive


  


					
		  	S-7	  	 Second Amendment Agreement to
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