Assignment and Assumption dated as of November 20, 2008



 Exhibit 10.6 
 THIS ASSIGNMENT AND ASSUMPTION is dated as of November 20, 2008 and effective as of the Closing Date (as such term is defined in the Share Purchase Agreement) subject to consummation of the Closing (as
such term is defined in the Share Purchase Agreement), 
 B E T W E E N: 
 GMAC Residential Funding of Canada, Limited, a corporation incorporated under the laws of Canada 
 (the “Seller”) 
 - and -

 GMAC LLC, a Delaware limited liability company 
 (the “Purchaser”) 
 RECITALS: 
  

	A.	Pursuant to a share purchase agreement (the “Share Purchase Agreement”) dated as of the date of this Agreement between the Seller and the Purchaser, the Seller
agreed to deliver to the Purchaser at the Closing (as such term is defined in Share Purchase Agreement) an assignment and assumption agreement whereby the Seller assigns to the Purchaser the full benefit of the Prior Escrow Agreement (as such term
is defined in the Share Purchase Agreement) and the Prior Purchase Agreement (as such term is defined in the Share Purchase Agreement), and the Purchaser agrees to assume liability for the performance of the obligations of the Seller under the Prior
Escrow Agreement and the Prior Purchase Agreement. 

 NOW THEREFORE in consideration of the mutual covenants contained
in the Share Purchase Agreement and in this assignment and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows: 
  

	1.	Assignment 

 The Seller hereby sells,
transfers and assigns to the Purchaser all the Seller’s right, title and interest in and to the Prior Escrow Agreement, including the funds currently comprising the Holdback Amount (as such term is defined in the Prior Escrow Agreement), and
the Prior Purchase Agreement, including the representations, warranties, covenants and indemnities thereunder as and from the date hereof. 








	2.	Assumption 

 The Purchaser agrees to assume,
and shall observe and perform, all of the Seller’s obligations and liabilities under the Prior Escrow Agreement and the Prior Purchase Agreement which are to be observed or performed thereunder as and from the date hereof; provided, that for
the purposes of and in accordance with the Prior Purchase Agreement, the Seller hereby agrees that it shall continue to be bound by all obligations under the Prior Purchase Agreement as if such assignment had not occurred and shall perform all such
obligations to the extent the Purchaser fails to do so. The Purchaser unilaterally declares that its agreement to be bound by the provisions of the Prior Purchase Agreement pursuant to this Section 2 is for the benefit of the Interested Parties
(as such term is defined in the Prior Purchase Agreement) and its agreement to be bound by the provisions of the Prior Escrow Agreement pursuant to this Section 2 is for the benefit of 1316548 Alberta Ltd. and McCarthy Tétrault LLP.

  

	3.	Seller’s Representations and Warranties 

 The Seller represents and warrants to the Purchaser that at the date hereof: 
 3.1 the Prior Escrow Agreement and Prior Purchase
Agreement are in full force and effect, unamended; 
 3.2 1316548 Alberta Ltd. received on or about March 31, 2008 the full amount
payable to it on such date pursuant to Section 6(b) of the Prior Escrow Agreement. 
 3.3 the Seller has not made any assignment of the
Prior Escrow Agreement or the Prior Purchase Agreement or of any of the benefits thereof, other than as contemplated by this assignment; 
 3.4 the Seller is not, and, to Seller’s Knowledge (as such term is defined in the Share Purchase Agreement), no other party to the Prior Escrow Agreement or the Prior Purchase Agreement is, in breach of any of the terms and conditions
of the Prior Escrow Agreement or the Prior Purchase Agreement; and 
 3.5 to the Seller’s Knowledge, none of the other parties to the
Prior Escrow Agreement or the Prior Purchase Agreement have any defence, set-off, claim or counterclaim against the Seller which may be asserted against the Purchaser in any proceeding to enforce the Prior Escrow Agreement or the Prior Purchase
Agreement or otherwise. 








	4.	Indemnity by the Seller 

 The Seller shall
indemnify and save harmless the Purchaser against and from any and all losses, costs and damages (including legal fees and disbursements) which the Purchaser may suffer or incur in connection with any breach of any of the representations and
warranties of the Seller contained in this assignment or any non-observance by the Seller of any of the provisions of this assignment. 
  

	5.	Indemnity by the Purchaser 

 The Purchaser
shall indemnify and save harmless the Seller against and from any and all losses, costs and damages (including legal fees and disbursements) which the Seller may suffer or incur in connection with any non-observance by the Purchaser of any of the
provisions of this assignment, including the failure of the Purchaser to observe and perform all of the Seller’s obligations and liabilities under the Prior Escrow Agreement and the Prior Purchase Agreement which are to be observed or performed
thereunder as and from the date hereof. 
  

	6.	Notification by the Purchaser 

 The Purchaser
may at any time notify the other party or parties to the Prior Escrow Agreement or the Prior Purchase Agreement, or any of them, of the assignment thereof by the Seller to the Purchaser. 
  

	7.	Co-operation by the Seller 

 If, by operation
of law or otherwise, it becomes necessary or desirable for the Purchaser, in order to effectively pursue any remedy to secure the enjoyment of, or to enforce the benefit of, the Prior Escrow Agreement or the Prior Purchase Agreement, to pursue such
remedy in the name, or with the concurrence, of the Seller, the Seller shall cooperate with the Purchaser and shall facilitate the pursuit of such remedy by joining in such proceeding or by giving its concurrence, as the Purchaser may require in the
circumstances. If the Seller fails to cooperate, the Purchaser may pursue such remedy in the name of the Seller and for such purpose the Seller hereby appoints the Purchaser and the Purchaser’s successors and assigns, as the Seller’s
attorneys, with full power of substitution, in the name of the Seller but on behalf of and for the benefit and at the expense of the Purchaser, its successors and assigns, to execute and do any deeds, transfers, conveyances, assignments, assurances
and things which the Seller ought to do pursuant to the provisions hereof. This appointment, coupled with an interest, is irrevocable by the Seller and shall not be revoked by the insolvency or bankruptcy of the Seller or by the dissolution,
liquidation or other termination of the existence of the Seller or for any other reason. 








	8.	Further Assurances 

 Each of the parties
hereto shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purpose of giving effect to
this assignment and shall use its best efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this assignment. 
  

	9.	Notice 

 Any notice or other communication
required or permitted to be given hereunder shall be in writing and shall be given by prepaid mail, by facsimile or other means of electronic communication or by hand-delivery as hereinafter provided. Any such notice or other communication, if
mailed by prepaid mail at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, shall be deemed to have been received on the fourth Business Day after the post-marked date thereof, or if sent by
facsimile or other means of electronic communication, shall be deemed to have been received on the Business Day following the sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable
address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address shall also be governed by this section. In the
event of a general discontinuance of postal service due to strike, lock-out or otherwise, notices or other communications shall be delivered by hand or sent by facsimile or other means of electronic communication and shall be deemed to have been
received in accordance with the foregoing. Notices and other communications shall be addressed as follows: 
  

	 	(a)	if to the Seller: 

 GMAC Residential Funding of Canada,
Limited 
 3250 Bloor Street West, East Tower, Suite 1400 
 Etobicoke, Ontario, Canada M8X 2X9 
 Attention: President 
 Telecopier number: (866) 772-6175 







 with a copy to: 
 Residential Capital, LLC 
 One Meridian Crossings, Suite 100 
 Minneapolis, Minnesota 55423 
 Attention:
General Counsel 
 Telecopier number: (952) 352-0586 
 and a copy to: 
 Skadden, Arps, Slate, Meagher & Flom LLP 
 One Rodney Square, P.O. Box 636 
 Wilmington,
Delaware, 19899-0636 
 Attention: Allison L. Land, Esq. 
 Telecopier number: (888) 329-3021 
  

	 	(b)	and if to the Purchaser: 

 GMAC LLC 
 200 Renaissance Center 
 Detroit, MI, 48235

 Attention: General Counsel 
 Telecopier number: (313) 656-6189 
 with a copy to: 
 Mayer Brown LLP 
 71 South Wacker Drive 
 Chicago, Illinois, 60606 
 Attention:
Elizabeth A. Raymond, Esq. 
 Telecopier number: (312) 701-7711 
 and a copy to: 
 Torys LLP 
 79 Wellington Street West, Suite 3000 
 Toronto, ON, M5K 1N2 
 Attention: Blaire W. Keefe 
 Telecopier
number: (416) 855-7380 







 For the purposes hereof, “Business Day” means any day, other than Saturday, Sunday or any
statutory holiday in the Province of Ontario. 
  

	10.	Enurement 

 This assignment shall enure to
the benefit of and be binding upon the parties hereto and their successors and assigns, respectively. 
  

	11.	Governing Law 

 This assignment shall be
governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. 
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 IN WITNESS WHEREOF the parties hereto have executed this assignment. 
  

					
	GMAC RESIDENTIAL FUNDING OF CANADA, LIMITED
		
	by:	 	/s/ Tracie Tesser
		 	Name:	 	Tracie Tesser
		 	Title:	 	President
	
	GMAC LLC
		
	by:	 	/s/ Robert Hull
		 	Name:	 	Robert Hull
		 	Title:	 	Chief Financial Officer