EXHIBIT 10.1
 EXECUTION COPY




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TABLE OF CONTENTS
 PageARTICLE 1. DEFINITIONS; INTERPRETATION
    
    
    11.1 Definitions
    
    
    11.2 Interpretation
    
    
    12ARTICLE 2. PURCHASE AND SALE
    
    
    132.1 Purchase and Sale of Transferred Assets
    
    
    132.2 Assignment of Contracts, Leases and Other Assets
    
    
    142.3 Excluded Assets
    
    
    142.4 Assumed Obligations
    
    
    142.5 Excluded Obligations
    
    
    142.6 Purchase Price.
    
    
    152.7 Closing
    
    
    162.8 Deliveries of Sellers
    
    
    172.9 Deliveries of Purchaser
    
    
    18ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF SELLERS
    
    
    193.1 Authority of Sellers
    
    
    193.2 Title to Assets
    
    
    203.3 Consents and Approvals
    
    
    203.4 Financial Statements
    
    
    203.5 No Material Adverse Change
    
    
    203.6 Tax Matters
    
    
    203.7 Litigation
    
    
    203.8 Contracts
    
    
    213.9 Developer Note Receivables
    
    
    223.10 Compliance with Laws
    
    
    233.11 Sufficiency of Transferred Assets
    
    
    233.12 Real Property
    
    
    233.13 Environmental Matters
    
    
    23
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TABLE OF CONTENTS
 Page3.14 Developer Note Receivables and Developer Receivables Documents
    
    
    233.15 Bank Accounts
    
    
    253.16 Employee Benefits
    
    
    253.17 Licenses and Permits
    
    
    253.18 Intellectual Property
    
    
    253.19 Labor
    
    
    263.20 Customers
    
    
    263.21 Brokers or Finders
    
    
    26ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER
    
    
    274.1 Authority of Purchaser
    
    
    274.2 Consents and Approvals
    
    
    274.3 Financing
    
    
    274.4 Brokers and Finders
    
    
    28ARTICLE 5. COVENANTS
    
    
    285.1 Subsequent Actions
    
    
    285.2 Third Party Consents
    
    
    285.3 Employee Matters
    
    
    285.4 Records; Post-Closing Access to Information
    
    
    295.5 Assignments
    
    
    305.6 Conduct of the Business
    
    
    315.7 Supplements to Schedules
    
    
    31ARTICLE 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER
    
    
    326.1 Warranties True as of Closing Date
    
    
    326.2 Compliance with Covenants
    
    
    326.3 Deliveries by Sellers
    
    
    326.4 Sellers Certificates
    
    
    326.5 Injunctions
    
    
    326.6 Laws
    
    
    33ARTICLE 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS
    
    
    337.1 Warranties True as of Closing Date
    
    
    33
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TABLE OF CONTENTS
 Page7.2 Compliance with Covenants
    
    
    337.3 Deliveries by Purchaser
    
    
    337.4 Purchasers Certificate
    
    
    337.5 Injunctions
    
    
    337.6 Laws
    
    
    347.7 Consent to Assignment of GMAC Secured Credit Facility
    
    
    347.8 Consent to GMAC Revolving Credit Facility
    
    
    347.9 Fairness Opinion
    
    
    34ARTICLE 8. SURVIVAL AND INDEMNIFICATION
    
    
    348.1 Survival
    
    
    348.2 Indemnification by Seller
    
    
    358.3 Indemnification by Purchaser
    
    
    358.4 Limitations on Liability
    
    
    358.5 Claims
    
    
    378.6 Notice of Third Party Claims; Assumption of Defense
    
    
    378.7 Settlement or Compromise
    
    
    388.8 Net Losses; Subrogation; Mitigation
    
    
    388.9 Special Rule for Fraud
    
    
    39ARTICLE 9. TAX MATTERS
    
    
    399.1 Transfer Taxes
    
    
    399.2 Liability for Taxes and Related Matters
    
    
    399.3 Purchase Price Adjustment; Tax Benefits
    
    
    409.4 Allocation of Purchase Price
    
    
    409.5 Bulk Sales
    
    
    41ARTICLE 10. TERMINATION
    
    
    4110.1 Termination
    
    
    4110.2 Procedure and Effect of Termination
    
    
    4110.3 Return of Deposit Amount
    
    
    42ARTICLE 11. MISCELLANEOUS
    
    
    4211.1 Expenses
    
    
    42
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TABLE OF CONTENTS
 Page11.2 Amendment
    
    
    4211.3 Notices
    
    
    4211.4 Waivers
    
    
    4311.5 Counterparts
    
    
    4411.6 Headings
    
    
    4411.7 Applicable Law
    
    
    4411.8 Assignment
    
    
    4411.9 No Third Party Beneficiaries
    
    
    4411.10 Waiver of Jury Trial
    
    
    4411.11 Schedules
    
    
    4411.12 Incorporation
    
    
    4511.13 Complete Agreement
    
    
    4511.14 Disclaimer
    
    
    4511.15 Public Announcements
    
    
    4511.16 Specific Performance
    
    
    4511.17 Further Assurances
    
    
    45
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Exhibits
 Exhibit A
    
    Assignment and Assumption AgreementExhibit B
    
    Bill of SaleExhibit C
    
    Transition Services AgreementExhibit D
    
    Employee Leasing AgreementExhibit E
    
    Bailment AgreementExhibit F
    
    Valuation Expert Side Letter
 Schedules
 Schedule 1.1
    
    Sellers KnowledgeSchedule 2.1(b)
    
    Bank AccountsSchedule 2.1(c)
    
    Transferred Intellectual PropertySchedule 2.1(d)
    
    Transferred IT AssetsSchedule 2.1(f)
    
    EquipmentSchedule 2.1(i)(A)
    
    ReceivablesSchedule 2.1(i)(B)
    
    Advance PaymentsSchedule 2.2(c)
    
    Other Transferred ContractsSchedule 2.3
    
    Excluded AssetsSchedule 2.4
    
    Assumed ObligationsSchedule 2.8(h)
    
    ResignationsSchedule 3.2
    
    TitleSchedule 3.3
    
    Sellers Consents and ApprovalsSchedule 3.4
    
    Financial StatementsSchedule 3.5
    
    Material Adverse ChangeSchedule 3.7
    
    LitigationSchedule 3.9(a)
    
    Developer Note ReceivablesSchedule 3.9(b)
    
    Resort Finance Resource GuideSchedule 3.10
    
    Compliance with LawsSchedule 3.11
    
    Sufficiency of AssetsSchedule 3.14(f)
    
    Developer Note Receivables TitleSchedule 3.14(g)
    
    Participation and Rights PaymentsSchedule 3.14(h)
    
    Material Filings and ActionsSchedule 3.17
    
    Compliance with PermitsSchedule 3.18(e)
    
    Trade SecretsSchedule 3.20
    
    CustomersSchedule 3.21
    
    Brokers or FindersSchedule 4.2
    
    Purchasers Consents and ApprovalsSchedule 5.6
    
    Conduct of the Business
 i




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ASSET PURCHASE AGREEMENT
 nd RFC RFC
Canada Sellers Purchaser
 ResCap
 SPE
Interests Resort
Funding SPE
 Business
     Definitions
 Acquisition, Development and Construction Loan Agreements
 Additional Documents




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Adjusted June 30, 2008 Valuation Section
2.6(b)(iv)
 Adjustment Report Section 2.6(b)(iv)
 Advance Payment Schedule 2.1(i)(B)
 Affiliate
 Agreement
 Allocation Schedule Section 9.4
 Assignment and Assumption Agreement Exhibit A
 Assumed Obligations Section 2.4
 Bailment Agreement Exhibit E
 Bank Accounts Schedule
2.1(b)
 Basket Amount Section 8.4(a)
 Bear Stearns Letter
 Benefit Plan
 2




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Bill of Sale Exhibit B
 Bonus Accrual Amount
 Business
 Business Day
 Closing
 Closing Date Section 2.7
 Closing Net Book Value Section
2.6(b)(v)
 Code
 Collateral
 Commitments Schedule 2.1(i)(A)
 Consents Section 5.2
 Consumer
 3




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Consumer Note Receivables
 Contracts
 Credit Enhancement
 Credit Policies and Procedures Section
3.9(b)
 Custodial Agreement
 DB Secured Credit Facility
 DB Secured Credit Facility Closing Date Amendment
 DB Secured Credit Facility June 3 Amendment
 Deposit Amount Section 2.6(a)
 Developer Note Receivables
 4




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Developer Receivables Loan Agreements
 Dispute Notice Section 2.6(b)(iii)
 Disputing Party Section 2.6(b)(iii)
 Employee Leasing Agreement Exhibit D
 Employee Leasing Expiration Date Section
5.3(a)
 Employees
 Environmental Laws
 Equipment
 ERISA
 Excluded Obligations Section 2.5
 Fee Simple Interval
 Final Valuation Section 2.6(b)(v)
 Financial Statements Section 3.4
 First Amendment
 5




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GAAP
 GMAC Revolving Credit Facility
 GMAC Secured Credit Facility
 Governmental Authority
 Hazardous Materials
 Indemnification Cap Section 8.4(b)
 Indemnified Person Article 8
 Indentures
 Interval
 Indemnifying Person Article 8
 Initial Notice Section 8.6
 Intellectual Property
 6




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Intercompany Borrowings
 June 30, 2008 Net Book Value Section
2.6(b)(i)
 Law
 Leased Real Property
 Lien
 Lockbox Agreement
 Loss Losses
 Material Adverse Effect provided provided
 7




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further clauses (i) (iii) (iv) (v) (vii)
 Multiemployer Plan
 Net Book Value minus
 Obligor
 Other Current Assets
 Other Transferred Contracts
 Payments
 Permits
 Permitted Liens
 8




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Person
 Purchase Price Section 2.6(a)
 Purchaser Indemnified Parties Section
8.2
 Purchaser
 Purchasers Closing Certificate Section
7.4
 Real Property Lease
 Receivable Receivables
 Receivables Documents
 Receivables Files
 ResCap
 Resort Funding SPE
 RFC
 9




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Right to Use Interval
 Schedule
 Security Interest
 Seller Indemnified Parties Section 8.3
 Seller Related Party
 Sellers
 Sellers Closing Certificate Section
6.4
 Sellers Knowledge Schedule 1.1
 Servicing Agreement
 SPE Interests
 Straddle Period Section 9.2(b)
 Straddle Period Taxes Section 9.2(b)
 Tax Taxes
 10




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Tax Benefit
 Tax Period Taxable Period
 Tax Return
 Tax Statute of Limitations Date
 Tax Warranty Section 3.6
 Termination Date Section 10.1(b)
 Title Policy
 Title and Authorization Warranty Section
3.1 3.2 4.1
 Transaction Documents
 Transferred Assets Section 2.1
 11




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Transferred Employees Section 5.3(a)
 Transferred Intellectual Property
 Transferred IT Assets
 Transfer Taxes Section 9.1
 Transition Services Agreement Exhibit C
 UCC
 Unit
 Valuation Section 2.6(b)(i)
 Valuation Expert
 Valuation Expert Side Letter Exhibit F
 WARN
 Interpretation
 12




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Purchase and Sale of Transferred Assets. Transferred Assets
  Schedule 2.1(b)
 Schedule
2.1(c)
 Schedule 2.1 (d)
  Schedule 2.1(f)
   Schedule 2.1(i)(A) Schedule 2.1(i)(B)
  13




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Assignment of Contracts, Leases and Other Assets
   Schedule
2.2(c)
    Section 5.2
 Excluded Assets Section 2.1 2.2 Schedule 2.3 Section 2.1 2.2 Excluded Assets
 Assumed Obligations Schedule 2.4 Assumed Obligations provided however
 Excluded Obligations Excluded Obligations
 14




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Schedule 3.7
 Sections 9.2(b) 9.3
     Purchase Price
 Consideration minus Section
2.6(b) Purchase Price Deposit Amount Section
2.6(b)
 Transferred Assets and Assumed Obligations Adjustments Section 2.6(b)
 Valuation Valuation minus June 30, 2008
Net Book Value
 15




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Payment minus minus
 Objections; Determination Binding Disputing Party Dispute Notice Section 2.6(b)(iv)
 Dispute Resolution Adjustment Report minus Adjusted June 30, 2008 Valuation
 Post-Closing Adjustment Closing Net Book Value minus
 Closing
 16




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Closing Date
 Deliveries of Sellers
   Section 2.6(b)(ii) minus
        Schedule 2.8(ix)
     17




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Deliveries of Purchaser
   Section 2.6(b)(ii) minus
      18




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Authority of Sellers
   19




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Title to Assets Schedule 3.2 Schedule 3.2 Section 5.2
 Consents and Approvals Schedule 3.3
 Financial Statements Schedule 3.4 Financial Statements
 No Material Adverse Change Schedule 3.5
 Tax Matters
 Litigation Schedule 3.7
 20




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Contracts Schedule 3.8
           21




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Schedules 3.8 Schedules 3.8
 Developer Note Receivables
 Schedule 3.9(a)
 Schedule 3.9(b) Credit
Policies and Procedures
     22




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Sections 3.9(e)(i) (e)(iii)
 Compliance with Laws Schedule 3.10 Section
3.10 Sections 3.6 3.13 3.16 3.18
 Sufficiency of Transferred Assets Schedule 3.11
 Real Property
 Environmental Matters
    Developer Note Receivables and Developer Receivables Documents
 23




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Schedule 3.14(f)
 Schedule 3.14(g)
 Schedule 3.14(h)
 24




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Bank Accounts Schedule 2.1(b) Schedule 2.1(i)(B)
 Employee Benefits
   
 Licenses and Permits Schedule 3.17 Schedule
2.2(d)
 Intellectual Property
 25




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Schedule 2.1(d) Schedule 2.1(c)
    Schedule 3.18(e)
 Labor
   Customers Schedule 3.20
 26




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Brokers or Finders Schedule 3.21
    Authority of Purchaser
 Consents and Approvals Schedule 4.2
 27




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Financing
 Brokers and Finders
   Subsequent Actions
 Third Party Consents Consents
 28




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Employee Matters
 Employee Leasing Expiration Date Transferred Employees
  Records; Post-Closing Access to Information
  29




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Article 8 Section 5.4(d)
 Assignments
 provided
 30




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Conduct of the Business Schedule 5.6 Schedule 5.6
      31




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clauses (a) (e)
 Supplements to Schedules. Article 5 Section 5.7 Article 8 Section 5.6
    Warranties True as of Closing Date
 Compliance with Covenants
 Deliveries by Sellers Section 2.8
 Sellers Certificates Sellers Closing Certificate
 32




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Sections 6.1 6.2 6.3
 Injunctions
 Laws
    Warranties True as of Closing Date
 Compliance with Covenants
 Deliveries by Purchaser Section 2.9
 Purchasers Certificate Purchasers Closing Certificate Sections 7.1 7.2 7.3
 Injunctions
 33




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Laws
 Consent to Assignment of GMAC Secured Credit Facility
 Consent to GMAC Revolving Credit Facility
 Fairness Opinion
   Survival Section
8.1
 Indemnification by Seller Section 8.4 Purchaser Indemnified Parties
 provided Section
8.2(a)
 34




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provided Article 8
 Section
8.2(a) provided Section 8.2(b)
  Indemnification by Purchaser Section 8.4 Seller Indemnified Parties
 provided Section 8.3(a)
 Section
8.3(a) provided Section 8.3(b)
   Limitations on Liability
 Section 3.6 Section 8.2(b) Section
8.2(c) Section 8.3 Section 8.9 Article 9 Section 8.4(a)
 35




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Section 8.4(a) Section 8.2 Basket
Amount Section 8.2
 Section 3.6 Section 8.9 Article
9 Section 2.6 Indemnification Cap
 Section 8.3(b) Section 8.3(c) Section
8.3(d) Section 8.9 Article 9 Section
8.4(c) Section 8.4(c) Section 8.3 Section
8.3
 Section 8.3(d) Section 8.9 Article
9 Section
2.6
 Article 8 Article 9
 Article 8 Article 9 Section 11.16
  36




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Section 8.2(a) Section 8.2(a)
 Claims Section 8.6 Section 8.4 provided Article 8
 Notice of Third Party Claims; Assumption of Defense Initial Notice Section 8.4 provided Article
8 clauses (i) (iii) Section 8.7 Section 8.6
 37




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Section 5.4(c) Article 8 Article 8 provided
 Settlement or Compromise Section 8.6 Section 8.6 provided Section 8.6
 Net Losses; Subrogation; Mitigation
 provided
 38




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provided
 Special Rule for Fraud Article 8 Article 8
   Transfer Taxes Transfer Taxes
 Liability for Taxes and Related Matters
   39




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Straddle Period Straddle Period Taxes Section 9.2(b)
 Cooperation Section 9.2
 Purchase Price Adjustment; Tax Benefits
 Allocation of Purchase Price Allocation Schedule
 40




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Bulk Sales
   Termination
  Termination Date provided however Section 10.1(b)
    41




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Procedure and Effect of Termination Section 10.1 provided however Article 11
 Return of Deposit Amount Section 10.1
   Expenses
 Amendment
 Notices
 42




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Waivers
 43




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Counterparts
 Headings
 Applicable Law THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE INTERNAL LAWS (BOTH SUBSTANTIVE AND PROCEDURAL), AND NOT THE CONFLICT OF
LAWS PRINCIPLES OF THE STATE OF DELAWARE.
 Assignment provided
 No Third Party Beneficiaries Article 8 Article 9
 Waiver of Jury Trial EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL IN
CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY SUCH PARTY AGAINST THE OTHER IN
CONNECTION WITH OR ARISING FROM THIS AGREEMENT .
 Schedules
 44




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Incorporation Schedules Exhibits Appendices
 Complete Agreement
 Disclaimer
 Public Announcements
 Specific Performance
 Further Assurances
 45




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RESIDENTIAL FUNDING COMPANY, LLCBy: /s/ James N. YoungName: James N. YoungTitle: Chief Financial OfficerGMAC RESIDENTIAL FUNDING OF CANADA LIMITEDBy: /s/ Barry DunleavyName: Barry DunleavyTitle:GMAC COMMERCIAL FINANCE LLCBy: /s/ W.C. Hall Jr.Name: W.C. Hall Jr.Title: President
 46




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EXHIBIT A
 ASSIGNMENT AND ASSUMPTION AGREEMENT
 Agreement RFC RFC Canada Assignors Assignee
 Purchase Agreement ,
   Assignment of Transferred Assets by Assignors Sections 2.1 2.2
 Assumption of Obligations from Assignors
 Purchase Agreement
 47




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Further Assurances
 No Third Party Beneficiaries
 Applicable Law
 Counterparts
 signature page follows
 48




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RESIDENTIAL FUNDING COMPANY, LLCBy:Name:Title: GMAC RESIDENTIAL FUNDING OF CANADA LIMITEDBy:Name:Title: GMAC COMMERCIAL FINANCE LLCBy:Name:Title:




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EXHIBIT B
 BILL OF SALE
 Bill of Sale RFC RFC
Canada Sellers Purchaser
 Purchase Agreement ,
  Section 4
    2




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signature page follows
 3




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RESIDENTIAL FUNDING COMPANY, LLCBy:Name:Title: GMAC RESIDENTIAL FUNDING OF CANADA LIMITEDBy:Name:Title: 4




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EXHIBIT C
 TRANSITION SERVICES AGREEMENT
 Agreement Effective Date RFC RFC Canada Sellers GMAC COMMERCIAL FINANCE LLC Purchaser
 Purchase Agreement Business
   SERVICES PROVIDED
 Services Providers Schedule A Services
 5




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Term Schedule A Section 5.01
 Use of Services
 Personnel RFC Personnel
 Access
   6




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Compliance
   PAYMENT
 Fees Schedule A
 PERFORMANCE OF SERVICES
 Performance of Services Section
1.1
 DISCLAIMER
 7




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provided
 COVENANTS
 Mutual Cooperation
 Title to Data
 Continued Performance
 Confidentiality Confidential Information
 8




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Section
4.04 Section 4.04
 DEFAULTS AND REMEDIES
 Termination
 Defaults Default
 Section 2.01
  Remedies; Exculpation provided however
 Limitations on Liability
  9




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Effect of Termination
 Section 5.05
 Section 3.02 Section 4.02 Section 4.04 Section
5.03 Article VI Section 4.04
   GENERAL PROVISIONS
 Expenses
 Contact Person Contact Person Contact Persons
 10




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Waiver of Compliance
 Amendment and Assignment provided however provided however
 Notices
  11




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Counterparts
 12




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Headings
 Applicable Law
 No Third Party Beneficiaries
 Waiver of Jury Trial EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL IN
CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY SUCH PARTY AGAINST THE OTHER IN
CONNECTION WITH OR ARISING FROM THIS AGREEMENT .
 Severability
 Entire Agreement
 Force Majeure Section 2.01 provided however provided further
 No Agency
 13




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RESIDENTIAL FUNDING COMPANY, LLCBy:Name:Title: GMAC RESIDENTIAL FUNDING OF CANADA LIMITEDBy:Name:Title: GMAC COMMERCIAL FINANCE LLCBy:Name:Title: 14




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Transition Services Agreement
 Schedule A
     15




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EXHIBIT D
 EMPLOYEE LEASING AGREEMENT
 Agreement  RFC GMAC
 Purchase Agreement RFC
Canada Sellers Business
   Leasing of Employees Schedule 1 Leased Employees Transition Period Schedule 1 Schedule 1
 Transition Period Employment and Benefits; Post-Closing Obligations
 Section 1
 16




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Hired Employees
 Services To Be Performed Section 1
 17




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Compensation For Leased Employees
 Leasing Fee
 Leasing
Fee Schedule 2
   Taxes And Compliance With Applicable Law
 Indemnification By RFC
 18




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Section 2 provided however clauses (i) (ii) Section 1 Section 5
 Indemnification By GMAC Section 1 provided however subsections (a) (b)
 Limitation of Liability IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR
ITS AFFILIATES OR ANY OTHER PERSON OR ENTITY BY REASON OF THIS AGREEMENT FOR INDIRECT,
CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, LOSS OF
PROFITS OR DAMAGE TO OR LOSS OF USE OF ANY PROPERTY, ANY INTERRUPTION OR LOSS OF SERVICE OR ANY
LOSS OF BUSINESS. NOTWITHSTANDING THE FOREGOING, IF ANY LIABILITIES, LOSSES, DAMAGES, CLAIMS, COSTS
OR EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS FEES) ARISE WITH RESPECT TO OR AS
A RESULT OF ANY ACTIONS, INACTIONS OR OMISSIONS OF THE LEASED EMPLOYEES OR RFC DURING THE
TRANSITION PERIOD, RFC AND PURCHASER SHALL MUTUALLY AGREE UPON AN ALLOCATION OF
 19




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RESPONSIBILITY FOR SUCH LIABILITY, LOSS, DAMAGE, CLAIM, COST OR EXPENSE.
 Miscellaneous
 No Agency Relationship
 Amendment and Assignment provided however
 Counterparts
 Waiver
 Notices
  
 20




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Governing Law
 No Contract of Employment
 Severability
 21




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Entire Agreement
 No Third Party Beneficiaries.
 No Conflict with Purchase Agreement
 22




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RESIDENTIAL FUNDING COMPANY, LLCBy:Name:Title: GMAC COMMERCIAL FINANCE LLCBy:Name:Title: 23




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SCHEDULE 1
LEASED EMPLOYEES




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SCHEDULE 2
LEASING FEE




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EXHIBIT E
 BAILMENT AGREEMENT
 Agreement RFC RFC Canada Sellers Purchaser
 Purchase Agreement  Business
 Exhibit A Subject Bank Accounts
 Exhibit B Governing Transferred Assets
    Appointment of Bailee; Acknowledgement of Interest




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Records
 Inspection
 Representation and Warranties
 Covenant
 Amendments and Modifications
 Term




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Governing Law
 Counterparts




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RESIDENTIAL FUNDING COMPANY, LLCBy:Name:Title: GMAC RESIDENTIAL FUNDING OF CANADA LIMITEDBy:Name:Title: GMAC COMMERCIAL FINANCE LLCBy:Name:Title:




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EXHIBIT F
   Purchase Agreement RFC RFC Canada Sellers Purchaser
  RESIDENTIAL FUNDING COMPANY, LLCBy:Name:Title: GMAC RESIDENTIAL FUNDING OF CANADA LIMITEDBy:Name:Title: GMAC COMMERCIAL FINANCE LLCBy:Name:Title: