EXECUTION VERSION

       

      MEMBERSHIP
INTEREST PURCHASE AGREEMENT

       

      between

       

      RESIDENTIAL
CAPITAL, LLC,

       

      as
Seller

      


      and

       

      GMAC
LLC,

       

      as
Purchaser

      


      January
30, 2009

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	 
      	 
      	 
      	
                                                    Page

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    ARTICLE
      1. DEFINITIONS; INTERPRETATION

                                                  	 
      	
                                                    2

                                                  
	 
      	
                                                    1.1

                                                  	 
      	
                                                    Definitions

                                                  	 
      	
                                                    2

                                                  
	 
      	
                                                    1.2

                                                  	 
      	
                                                    Interpretation

                                                  	 
      	
                                                    7

                                                  
	
                                                    ARTICLE
      2. PURCHASE AND SALE

                                                  	 
      	
                                                    8

                                                  
	 
      	
                                                    2.1

                                                  	 
      	
                                                    Purchase
      of Class M Common Units

                                                  	 
      	
                                                    8

                                                  
	 
      	
                                                    2.2

                                                  	 
      	
                                                    Consideration

                                                  	 
      	
                                                    8

                                                  
	 
      	
                                                    2.3

                                                  	 
      	
                                                    Closing

                                                  	 
      	
                                                    8

                                                  
	 
      	
                                                    2.4

                                                  	 
      	
                                                    Deliveries
      of Seller. At the Closing, Seller shall deliver to
    Purchaser:

                                                  	 
      	
                                                    8

                                                  
	 
      	
                                                    2.5

                                                  	 
      	
                                                    Deliveries
      of Purchaser

                                                  	 
      	
                                                    8

                                                  
	
                                                    ARTICLE
      3. REPRESENTATIONS AND WARRANTIES OF SELLER

                                                  	 
      	
                                                    8

                                                  
	 
      	
                                                    3.1

                                                  	 
      	
                                                    Authority
      of Seller

                                                  	 
      	
                                                    9

                                                  
	 
      	
                                                    3.2

                                                  	 
      	
                                                    Ownership
      of the Transferred Class M Common Units

                                                  	 
      	
                                                    9

                                                  
	 
      	
                                                    3.3

                                                  	 
      	
                                                    Consents
      and Approvals

                                                  	 
      	
                                                    9

                                                  
	 
      	
                                                    3.4

                                                  	 
      	
                                                    Financial
      Statements

                                                  	 
      	
                                                    10

                                                  
	 
      	
                                                    3.5

                                                  	 
      	
                                                    No
      Material Adverse Change

                                                  	 
      	
                                                    10

                                                  
	 
      	
                                                    3.6

                                                  	 
      	
                                                    Litigation

                                                  	 
      	
                                                    10

                                                  
	 
      	
                                                    3.7

                                                  	 
      	
                                                    Compliance
      With Agreements and Law

                                                  	 
      	
                                                    10

                                                  
	 
      	
                                                    3.8

                                                  	 
      	
                                                    Compliance
      with Affiliate Agreements

                                                  	 
      	
                                                    10

                                                  
	 
      	
                                                    3.9

                                                  	 
      	
                                                    Compliance
      with Laws

                                                  	 
      	
                                                    10

                                                  
	 
      	
                                                    3.10

                                                  	 
      	
                                                    Brokers
      or Finders

                                                  	 
      	
                                                    11

                                                  
	 
      	
                                                    3.11

                                                  	 
      	
                                                    Limitation
      of Representations and Warranties

                                                  	 
      	
                                                    11

                                                  
	 
      	
                                                    4.1

                                                  	 
      	
                                                    Authority
      of Purchaser

                                                  	 
      	
                                                    12

                                                  
	 
      	
                                                    4.2

                                                  	 
      	
                                                    Ownership
      of the Transferred Notes

                                                  	 
      	
                                                    12

                                                  
	 
      	
                                                    4.3

                                                  	 
      	
                                                    Consents
      and Approvals

                                                  	 
      	
                                                    12

                                                  
	 
      	
                                                    4.4

                                                  	 
      	
                                                    Brokers
      and Finders

                                                  	 
      	
                                                    12

                                                  
	 
      	
                                                    4.5

                                                  	 
      	
                                                    No
      Knowledge of Breach

                                                  	 
      	
                                                    12

                                                  
	
                                                    ARTICLE
      5. COVENANTS

                                                  	 
      	
                                                    13

                                                  
	 
      	
                                                    5.1

                                                  	 
      	
                                                    Subsequent
      Actions

                                                  	 
      	
                                                    13

                                                  
	 
      	
                                                    5.2

                                                  	 
      	
                                                    Third
      Party Consents

                                                  	 
      	
                                                    13

                                                  
	 
      	
                                                    5.3

                                                  	 
      	
                                                    Records;
      Post-Closing Access to Information

                                                  	 
      	
                                                    13

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          

            
              
                 


              

              
                -i-

                
                  

                

              

              
                 


              

            

          

        

      

      


      
        
          TABLE
OF CONTENTS

          (continued)

          


          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	 
      	 
      	 
      	
                                    Page

                                  
	 	 	 	 	 	 
	 
      	
                                    5.4

                                  	 
      	
                                    Solicitation
      of Third-Party Purchasers

                                  	 
      	
                                    14

                                  
	 
      	
                                    5.5

                                  	 
      	
                                    Services
      Between GMAC Bank and Seller

                                  	 
      	
                                    18

                                  
	
                                    ARTICLE
      6. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER

                                  	 
      	
                                    18

                                  
	 
      	
                                    6.1

                                  	 
      	
                                    Deliveries
      by Seller

                                  	 
      	
                                    18

                                  
	 
      	
                                    6.2

                                  	 
      	
                                    Injunctions

                                  	 
      	
                                    19

                                  
	 
      	
                                    6.3

                                  	 
      	
                                    Laws

                                  	 
      	
                                    19

                                  
	
                                    ARTICLE
      7. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER

                                  	 
      	
                                    19

                                  
	 
      	
                                    7.1

                                  	 
      	
                                    Deliveries
      by Purchaser

                                  	 
      	
                                    19

                                  
	 
      	
                                    7.2

                                  	 
      	
                                    Injunctions

                                  	 
      	
                                    19

                                  
	 
      	
                                    7.3

                                  	 
      	
                                    Laws

                                  	 
      	
                                    19

                                  
	 
      	
                                    7.4

                                  	 
      	
                                    Fairness
      Opinion

                                  	 
      	
                                    19

                                  
	
                                    ARTICLE
      8. SURVIVAL AND INDEMNIFICATION

                                  	 
      	
                                    19

                                  
	 
      	
                                    8.1

                                  	 
      	
                                    Survival

                                  	 
      	
                                    19

                                  
	 
      	
                                    8.2

                                  	 
      	
                                    Indemnification
      by Seller

                                  	 
      	
                                    20

                                  
	 
      	
                                    8.3

                                  	 
      	
                                    Indemnification
      by Purchaser

                                  	 
      	
                                    20

                                  
	 
      	
                                    8.4

                                  	 
      	
                                    Limitations
      on Liability

                                  	 
      	
                                    21

                                  
	 
      	
                                    8.5

                                  	 
      	
                                    Claims

                                  	 
      	
                                    21

                                  
	 
      	
                                    8.6

                                  	 
      	
                                    Notice
      of Third Party Claims; Assumption of Defense

                                  	 
      	
                                    22

                                  
	 
      	
                                    8.7

                                  	 
      	
                                    Settlement
      or Compromise

                                  	 
      	
                                    23

                                  
	 
      	
                                    8.8

                                  	 
      	
                                    Net
      Losses; Subrogation; Mitigation

                                  	 
      	
                                    23

                                  
	 
      	
                                    8.9

                                  	 
      	
                                    Special
      Rule for Fraud

                                  	 
      	
                                    24

                                  
	
                                    ARTICLE
      9. TAX MATTERS

                                  	 
      	
                                    24

                                  
	 
      	
                                    9.1

                                  	 
      	
                                    Transfer
      Taxes

                                  	 
      	
                                    24

                                  
	 
      	
                                    9.2

                                  	 
      	
                                    Liability
      for Taxes and Related Matters

                                  	 
      	
                                    24

                                  
	 
      	
                                    9.3

                                  	 
      	
                                    Cooperation

                                  	 
      	
                                    25

                                  
	 
      	
                                    9.4

                                  	 
      	
                                    Refunds

                                  	 
      	
                                    25

                                  
	
                                    ARTICLE
      10. MISCELLANEOUS

                                  	 
      	
                                    25

                                  
	 
      	
                                    10.1

                                  	 
      	
                                    Expenses

                                  	 
      	
                                    25

                                  
	 
      	
                                    10.2

                                  	 
      	
                                    Amendment

                                  	 
      	
                                    25

                                  
	 
      	
                                    10.3

                                  	 
      	
                                    Notices

                                  	 
      	
                                    25

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          -ii-

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      (continued)

      
        
          


          
            
              
                
                  
                    
                      
                        
                          	 
      	 
      	 
      	 
      	
                                  Page

                                
	 	 	 	 	 	 
	 
      	
                                  10.4

                                	 
      	
                                  Waivers

                                	 
      	
                                  26

                                
	 
      	
                                  10.5

                                	 
      	
                                  Counterparts

                                	 
      	
                                  26

                                
	 
      	
                                  10.6

                                	 
      	
                                  Applicable
      Law

                                	 
      	
                                  26

                                
	 
      	
                                  10.7

                                	 
      	
                                  Assignment

                                	 
      	
                                  27

                                
	 
      	
                                  10.8

                                	 
      	
                                  No
      Third Party Beneficiaries

                                	 
      	
                                  27

                                
	 
      	
                                  10.9

                                	 
      	
                                  Waiver
      of Jury Trial

                                	 
      	
                                  27

                                
	 
      	
                                  10.10

                                	 
      	
                                  Written
      Disclosures

                                	 
      	
                                  27

                                
	 
      	
                                  10.11

                                	 
      	
                                  Incorporation

                                	 
      	
                                  27

                                
	 
      	
                                  10.12

                                	 
      	
                                  Complete
      Agreement

                                	 
      	
                                  27

                                
	 
      	
                                  10.13

                                	 
      	
                                  Public
      Announcements

                                	 
      	
                                  28

                                
	 
      	
                                  10.14

                                	 
      	
                                  Further
      Assurances

                                	 
      	
                                  28

                                
	 
      	
                                  10.15

                                	 
      	
                                  Severability

                                	 
      	
                                  28

                                


                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          -iii-

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                	
                        Exhibits

                      	 
      	 
      
	 	 	 
	
                        Exhibit A

                      	 
      	
                        Unit Assignment

                      
	
                        Exhibit
      B

                      	 
      	
                        Effective
      IB Finance LLC Agreement

                      
	
                        Exhibit
      C

                      	 
      	
                        Note
      Forgiveness Agreement

                      
	
                        Exhibit
      D

                      	 
      	
                        Purchaser
      Unit Assignment

                      
	
                        Exhibit
      E

                      	 
      	
                        Form
      of Confidentiality
Agreement

                      


              

            

          

        

      

      


      
        
          
            
              	
                      Schedules

                    	 
      	 
      
	 
      	 
      	 
      
	
                      Schedule
      1.1

                    	 
      	
                      Purchaser’s
      Knowledge

                    
	
                      Schedule
      1.2

                    	 
      	
                      Seller’s
      Knowledge

                    


            

          

        

      


      
        
           


        

        
          -iv-

          
            

          

        

        
           


        

      

      


      MEMBERSHIP INTEREST PURCHASE
AGREEMENT

       

      This
MEMBERSHIP INTEREST PURCHASE AGREEMENT is entered into on the 30th day of
January, 2009 between Residential Capital, LLC, a Delaware limited liability
company (“Seller”), and GMAC
LLC, a Delaware limited liability company (“Purchaser”).

       

      WHEREAS,
on the date hereof, Purchaser has amended that certain loan agreement, dated as
of November 20, 2008, among Passive Asset Transactions, LLC and RFC Asset
Holdings II, LLC, as borrowers, Residential Funding Company, LLC, GMAC Mortgage,
LLC and Seller, as guarantors, and Purchaser, as lender agent and initial
lender, to extend the maturity of the $430 million revolving credit facility
provided under such agreement to March 31, 2009;

       

      WHEREAS,
immediately prior to the consummation of the transactions contemplated hereby,
Purchaser has exercised its right under that certain Exchange Agreement, dated
as of March 31, 2008 (the “Exchange Agreement”),
among Purchaser, Seller and IB Finance Holding Company, LLC, a Delaware limited
liability company (“IB
Finance”) to exchange on a one-for-one basis (the “Exchange”) all of its
units of preferred membership interests of Seller (the “Seller Preferred
Units”) for an equivalent number of IB Finance non-voting,
non-cumulative, non-participating, perpetual preferred interests (the “Class M Preferred
Units”);

       

      WHEREAS,
pursuant to the Exchange Notice (as defined in the Exchange Agreement), Seller
and Purchaser agreed to effect the Exchange on the date hereof immediately prior
to consummating the transactions contemplated by this Agreement;

       

      WHEREAS,
prior to giving effect to the Exchange, (i) Purchaser owned 806,344 Seller
Preferred Units and (ii) Seller owned 2,000,000 Class M limited liability
company interests of IB Finance (the “Class M Common
Units”);

       

      WHEREAS,
in the Exchange and in accordance with Section 2.6 of that certain Amended and
Restated Limited Liability Company Agreement of IB Finance, dated and effective
as of March 31, 2008 (the “IB Finance LLC
Agreement”), between GMAC Mortgage Group LLC and Purchaser, the number of
Class M Common Units held by Seller was reduced by the number of Class M
Preferred Units issued to Purchaser;

       

      WHEREAS,
immediately prior to the consummation of this transaction, (i) Purchaser owns
806,344 Class M Preferred Units and (ii) Seller owns 1,193,656 Class M Common
Units, representing all of the issued and outstanding Class M Common
Units;

       

      WHEREAS,
after giving effect to such exchange and immediately prior to the consummation
of the transactions contemplated hereby, IB Finance, Purchaser and Seller have
amended and restated the IB Finance LLC Agreement and entered into that certain
Second Amended and Restated Limited Liability Company Agreement of IB Finance on
the date hereof, the form of which is attached hereto as Exhibit B (the “Effective IB Finance LLC
Agreement”);

       

      WHEREAS,
IB Finance owns all of the issued and outstanding capital stock of GMAC Bank, a
Utah-chartered, nonmember, industrial bank (the “Bank”);
and

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      WHEREAS,
pursuant to the terms and conditions of this Agreement, Seller desires to sell,
assign and transfer to Purchaser, and Purchaser desires to purchase from Seller,
and take assignment and delivery of, the Transferred Class M Common Units (as
hereinafter defined).

       

      NOW,
THEREFORE, in consideration of the premises and the mutual promises herein
contained, Seller and Purchaser agree as follows:

       

      ARTICLE
1.

       

      DEFINITIONS;
INTERPRETATION

       

      1.1           Definitions.  The
following terms shall have the following meanings for the purposes of this
Agreement:

       

      “Additional Cash
Consideration” shall have the meaning set forth in Section
5.4(d).

       

      “Affiliate” means any
Person controlling, controlled by or under common control with another
Person.  For purposes of this definition only, “control” shall mean
the ownership, directly or indirectly, of 50% or more of the outstanding common
stock or other equity interest of a Person.  For purposes of this
Agreement, Purchaser and Seller shall not be considered Affiliates.

       

      “Affiliate Agreements”
means the agreements Previously Disclosed for such purpose.

       

      “Agreement” means this
Membership Interest Purchase Agreement, including all Exhibits and Schedules
hereto and all Previously Disclosed schedules pursuant to the terms of this
Agreement.

       

      “Bank” shall have the
meaning set forth in the preamble.

       

      “Basket Amount” shall
have the meaning set forth in Section
8.4(a).

       

      “Broker-Dealer” shall
have the meaning set forth in Section
5.4(f).

       

      “Business Day” means
any day of the year, other than (i) any Saturday or Sunday or (ii) any other day
on which banks located in New York, New York generally are closed for
business.

       

      “Cash Portion” shall
have the meaning set forth in Section
5.4(c).

       

      “Class M Common Units”
shall have the meaning set forth in the preamble.

       

      “Class M Preferred
Units” shall have the meaning set forth in the preamble.

       

      “Closing” means the
closing of the purchase of the Transferred Class M Common Units.

       

      “Closing Date” shall
have the meaning set forth in Section
2.3.

       

      “Confidentiality
Agreement” shall have the meaning set forth in Section
5.4(b).

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      “Consents” shall have
the meaning set forth in Section
5.2.

       

      “Debt Consideration”
shall have the meaning set forth in Section
5.4(d).

       

      “Effective IB Finance LLC
Agreement” shall have the meaning set forth in the preamble.

       

      “Exchange” shall have
the meaning set forth in the preamble.

       

      “Exchange Agreement”
shall have the meaning set forth in the preamble.

       

      “Excluded
Representations” means the representations and warranties of the parties
hereto contained in Sections 3.1, 3.2, 3.10, 4.1, 4.2 and 4.4.

       

      “FDIC” means the
Federal Deposit Insurance Corporation.

       

      “First Partial Value”
shall mean the value of the Partial Debt Consideration as of 11:00 a.m. eastern
time on the date the Membership Interest Purchase Letter Agreement is executed
as finally determined in accordance with Section
5.4(f)(i).

       

      “First Value” shall
mean the value of the Debt Consideration as of 11:00 a.m. eastern time on the
date the Membership Interest Purchase Letter Agreement is executed as finally
determined in accordance with Section
5.4(f)(i).

       

      “Governmental
Authority” means any U.S., state, provincial or municipal entity, any
foreign government and any political subdivision or other executive,
legislative, administrative, judicial, quasi-judicial or other governmental
department, commission, court, board, bureau, agency or instrumentality,
domestic or foreign.

       

      “GMAC Revolver” means
the Loan Agreement, dated as of June 4, 2008, as amended, by and among
Residential Funding Company, LLC and GMAC Mortgage, LLC, as borrowers, Seller,
GMAC Residential Holding Company, LLC, GMAC-RFC Holding Company, LLC
and Homecomings Financial, LLC, as guarantors, certain other of their
Affiliates party thereto, as obligors, Wells Fargo Bank, N.A., as first priority
collateral agent, and Purchaser, as initial lender and as lender
agent.

       

      “IB Finance” shall
have the meaning set forth in the preamble.

       

      “IB Finance LLC
Agreement” shall have the meaning set forth in the preamble.

       

      “Indemnification Cap”
shall have the meaning set forth in Section
8.4(a).

       

      “Indemnified
Person” means the Person or Persons entitled to, or claiming a right to,
indemnification under Article
8.

       

      “Indemnifying
Person” means the Person or Persons owing payment, or making payment for
purposes of indemnification under Article 8.

       

      “Initial
Notice” shall have the meaning set forth in Section 8.6.

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      “Law” means any law,
statute, regulation, ordinance, rule, order, decree, judgment, consent decree or
governmental requirement enacted, promulgated, entered into, agreed to or
imposed by any Governmental Authority.

       

      “Lien” means any title
defect, conflicting or adverse claim of ownership, mortgage, deed of trust,
hypothecation, security interest, lien, pledge, claim, right of first refusal,
option, charge, restrictive covenant, lease, order, decree, judgment,
stipulation, settlement, attachment, objection or other encumbrance of any
nature whatsoever.

       

      “Loss” or “Losses” means any and
all damages, losses, actions, proceedings, causes of action, obligations,
liabilities, claims, Liens, penalties, fines, demands, assessments, awards,
judgments, settlements, costs and expenses, including (i) court costs and
similar costs of litigation, (ii) reasonable attorneys’ and consultants’ fees,
including those incurred in connection with (a) investigating or attempting to
avoid the matter giving rise to the Losses or (b) successfully establishing a
valid right to indemnification for Losses and (iii) interest awarded as part of
a judgment or settlement, if any, but in any event shall exclude consequential,
punitive, special or incidental damages or lost profits claimed, incurred or
suffered by any Indemnified Person (which exclusion does not include any
consequential, punitive, special or incidental damages or lost profits for which
such Indemnified Person is liable to a third party as a direct, out-of-pocket
cost of such Indemnified Person).

       

      “Material Adverse
Effect” means any condition, circumstance, change or effect that,
individually or when taken together with all other conditions, circumstances,
changes or effects, is materially adverse to the Mortgage Division, taken as a
whole; provided, that, for
purposes of this Agreement, a Material Adverse Effect shall not include any
condition, circumstance, change or effect to the Mortgage Division resulting
from or arising out of (i) conditions, circumstances, changes or effects that
are generally applicable to Person engaged in the industry or markets in which
the Mortgage Division is operated, (ii) the announcement or disclosure of the
execution of this Agreement or of the transactions contemplated herein, (iii)
general economic, regulatory or political conditions or changes in the countries
in which the Mortgage Division is operated, (iv) military action or acts of
terrorism, (v) changes in applicable Law  after the date hereof, (vi)
compliance with the terms of this Agreement, or (vii) the conditions in or
changes to any financial, banking or securities markets (including any
disruption thereof and any decline in the price of any security or market
index); and provided, further, that in the
case of each of clauses (i), (iii), (iv), (v) and (vii), the Mortgage
Division is not materially disproportionately affected by such condition,
circumstance, change or effect compared to other Persons engaged in the conduct
of businesses similar to the Mortgage Division.

       

      “Membership Interest Purchase
Letter Agreement” shall have the meaning
set forth in Section
5.4(c).

       

      “Mortgage Division”
means the Mortgage Division of the Bank.

       

      “Mortgage Loan
Documents” means, for each Mortgage Loan, all documents pertaining to
such Mortgage Loan, including the Mortgage Note, the mortgage or deed of trust
and all assignments of the mortgage or deed of trust, all endorsements and
allonges to the Mortgage Note, the title insurance policy with all endorsements
thereto, any security agreement and financing statements, any account
agreements, and any assignments, assumptions, modifications, continuations or
amendments to any of the foregoing.

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      “Mortgage Loans” means
any residential mortgage loan or other extension of credit secured by a Lien on
real property of a borrower originated or purchased by Seller or the Bank and
included as part of the “Mortgage loans held for sale, net” or “Mortgage loans
held for investment” or is otherwise a mortgage loan asset on the consolidated
balance sheet of the Bank as of the Closing Date, including any related REO
Properties.

       

      “Mortgage Note” means,
with respect to a residential Mortgage Loan, a promissory note or notes, or
other evidence of indebtedness, with respect to such Mortgage Loan secured by a
mortgage or mortgages, together with any assignment, reinstatement, extension,
endorsement or modification thereof.

       

      “Mortgaged Property”
means a fee simple property (or such other estate in real property as is
commonly accepted as collateral for Mortgage Loans that are subject to secondary
mortgage sales or securitizations) that secures a Mortgage Note and that is
subject to a mortgage.

       

      “New Purchase
Agreement” shall have the meaning set forth in Section
5.4(d).

       

      “New Purchase Agreement
Closing Date” means the date on which the closing under the New Purchase
Agreement occurs.

       

      “New Purchase Price”
shall have the meaning set forth in Section 5.4(c).

       

      “New Purchaser” shall
have the meaning set forth in Section
5.4(c).

       

      “Note Forgiveness
Agreement” means the agreement with respect to the Transferred Notes in
the form of Exhibit
C attached hereto.

       

      “Partial Debt
Consideration” shall have the meaning set forth in Section
5.4(c).

       

      “Person” means any
individual, corporation, partnership, association, limited liability company,
trust, governmental or quasi-governmental authority or body or other entity or
organization in any jurisdiction.

       

      “Previously Disclosed”
means information set forth on a schedule delivered by Seller to Purchaser on
the date hereof; provided, however, that
disclosure of such information or disclosure in any section of such schedule
shall apply only to the indicated defined term or section of this Agreement
except to the extent that it is reasonably apparent from the face of such
disclosure that such disclosure is relevant to another defined term or section
of this Agreement.

       

      “Proposed Amendments”
shall have the meaning set forth in Section
5.4(c).

       

      “Purchase Price” shall
mean $608,522,330.63.

       

      “Purchaser” shall have
the meaning set forth in the preamble.

       

      “Purchaser Indemnified
Parties” shall have the meaning set forth in Section
8.2.

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      “Purchaser’s
Knowledge,” or variations thereof, means the actual knowledge of the
Persons set forth on Schedule 1.1 hereto.

       

      “Purchaser Unit
Assignment” means the Assignment and Assumption of Limited Liability
Company Interests in the form of Exhibit D attached
hereto.

       

      “REO Property” means a
Mortgaged Property acquired through foreclosure, acceptance of a deed in lieu of
foreclosure or otherwise in connection with the default or imminent default of a
Mortgage Loan.

       

      “Second Lien Notes”
means Seller’s 8.5% Notes due May 15, 2010.

       

      “Second Partial Value”
shall mean the value of the Partial Debt Consideration as of 11:00 a.m. eastern
time on the New Purchase Agreement Closing Date as finally determined in
accordance with Section
5.4(f)(ii).

       

      “Second Value” shall
mean the value of the Debt Consideration as of 11:00 a.m. eastern time on the
New Purchase Agreement Closing Date as finally determined in accordance with
Section
5.4(f)(ii).

       

      “Seller” shall have
the meaning set forth in the preamble.

       

      “Seller Indemnified
Parties” shall have the meaning set forth in Section
8.3.

       

      “Seller LLC Agreement”
means the Amended and Restated Limited Liability Company Agreement of Seller,
dated and effective as of March 31, 2008, between GMAC Mortgage Group LLC and
Purchaser.

       

      “Seller Notes” means
all secured and unsecured debt securities of Seller that are outstanding as of
the Closing Date.

       

      “Seller Preferred
Units” shall have the meaning set forth in the preamble.

       

      “Seller’s Knowledge,”
or variations thereof, means the actual knowledge of the Persons set forth on
Schedule 1.2 hereto.

       

      “Servicing Agreements”
means the servicing agreements, pooling and servicing agreements, subservicing
agreements, master servicing agreements, interim servicing agreements and
related agreements, including all documents attached as an exhibit or schedule
to or incorporated by reference into any Servicing Agreement and any amendment
thereto, pursuant to which the Mortgage Loans are serviced.

       

      “Superior Offer
Notice” shall have the meaning set forth in Section
5.4(c).

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      “Tax” or “Taxes” mean all
taxes, charges, fees, duties, levies or other assessments, including income,
gross receipts, capital stock, net proceeds, ad valorem, turnover, real,
personal and other property (tangible and intangible), goods and services,
sales, use, franchise, excise, value added, stamp, leasing, lease, user,
transfer, fuel, excess profits, occupational, interest equalization, windfall
profits, unitary, severance and employees’ income withholding, unemployment and
Social Security taxes, duties, assessments and charges (including the recapture
of any tax items such as investment tax credits), which are imposed by the
United States, Canada or any Governmental Authority, including any interest,
penalties or additions to tax related thereto imposed by any Governmental
Authority (including any interest or penalties with respect to such
Taxes).

       

      “Tax Return” means all
returns and reports of or with respect to Taxes required to be filed with any
Governmental Authority or depository.

       

      “Third Lien Notes”
means Seller’s 9.625% Notes due May 15, 2015.

       

      “Third-Party Letter of
Intent” shall have the meaning set forth in Section
5.4(a).

       

      “Third-Party
Purchaser” shall have the meaning set forth
in Section
5.4(a).

       

      “Transaction
Documents” means this Agreement, the Note Forgiveness Agreement and the
Unit Assignment.

       

      “Transferred Class M Common
Units” shall have the meaning set forth in Section
2.1.

       

      “Transferred Notes”
shall have the meaning set forth in Section
2.2.

       

      “Transfer Taxes” shall
have the meaning set forth in Section
9.1.

       

      “Unit Assignment”
means the Assignment and Assumption of Limited Liability Company Interests in
the form of Exhibit
A attached hereto.

       

      1.2           Interpretation.  The
headings preceding the text of Articles and Sections included in this Agreement
and the Exhibits hereto are for convenience only and shall not be deemed part of
this Agreement or be given any effect in interpreting this
Agreement.  The use of the masculine, feminine or neuter gender or the
singular or plural form of words herein shall not limit any provision of this
Agreement.  The use of the terms “including” or “include” shall in all
cases herein mean “including, without limitation” or “include, without
limitation,” respectively.  Reference to any Person includes such
Person’s successors and assigns to the extent such successors and assigns are
permitted by the terms of any applicable agreement.  Reference to a
Person in a particular capacity excludes such Person in any other capacity or
individually.  Reference to any agreement (including this Agreement),
document or instrument means such agreement, document or instrument as amended
or modified and in effect from time to time in accordance with the terms thereof
and, if applicable, the terms hereof.  Underscored references to
Articles, Sections, paragraphs, clauses or Exhibits  shall refer to those
portions of this Agreement.  The use of the terms “hereunder,”
“hereby,” “hereof,” “hereto” and words of similar import shall refer to this
Agreement as a whole and not to any particular Article, Section, paragraph or
clause of, or Exhibit to, this Agreement.

       

      
        
           


        

        
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      ARTICLE
2.

       

      PURCHASE
AND SALE

       

      2.1           Purchase of Class M Common
Units.  On the terms and conditions set forth in this
Agreement, at the Closing, Seller shall sell, assign and transfer to Purchaser,
and Purchaser shall purchase from Seller, and take assignment and delivery of,
1,193,656 Class M Common Units (the “Transferred Class M Common
Units”) for the consideration set forth in Section
2.2.

       

      2.2           Consideration.  At
the Closing, Purchaser shall deliver to Seller $830,511,000 outstanding
principal amount of the Second Lien Notes, plus any accrued but unpaid interest
relating thereto as of the Closing Date (the “Transferred Notes”),
in consideration of the receipt of the Transferred Class M Common
Units.

       

      2.3           Closing.  The
Closing shall take place at the offices of Mayer Brown LLP, 71 South Wacker
Drive, Chicago, Illinois 60606, at 5:00 p.m. eastern time on the date hereof
(the “Closing
Date”).

       

      2.4           Deliveries of Seller.
At the Closing, Seller shall deliver to Purchaser:

       

      (a)           the
Unit Assignment duly executed by Seller;

       

      (b)           the
Note Forgiveness Agreement duly executed by Seller;

       

      (c)           the
Effective IB Finance LLC Agreement duly executed by Seller and IB
Finance;

       

      (d)           such
other documents as may be reasonably requested by Purchaser to accomplish the
transactions contemplated hereby.

       

      2.5           Deliveries of
Purchaser.  At the Closing, Purchaser shall deliver to
Seller:

       

      (a)           the
Unit Assignment duly executed by Purchaser;

       

      (b)           the
Note Forgiveness Agreement duly executed by Purchaser;

       

      (c)           the
Effective IB Finance LLC Agreement duly executed by Purchaser;

       

      (d)           such
other documents as may be reasonably requested by Purchaser to accomplish the
transactions contemplated hereby.

       

      ARTICLE
3.

       

      REPRESENTATIONS
AND WARRANTIES OF SELLER

       

      Seller
represents and warrants to Purchaser as of the date hereof as
follows:

       

      
        
           


        

        
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      3.1           Authority of
Seller.  Seller is a limited liability company validly
existing, duly formed and in good standing under the laws of the State of
Delaware, and has all requisite limited liability company power and authority to
own, lease and operate its properties and assets and to carry on its business as
now being conducted.  Seller has all requisite limited liability
company power and authority to enter into this Agreement and the other
Transaction Documents to which it is a party and to carry out the transactions
contemplated in this Agreement and the other Transaction Documents to which it
is a party.  The execution, delivery and performance by Seller of this
Agreement and the other Transaction Documents to which it is a party have been
duly authorized by all necessary limited liability company action on the part of
Seller, including the approval of the independent directors of Seller under
Section 2(b) of the Amended and Restated Operating Agreement, dated as of
November 27, 2006, between General Motors Corporation, Purchaser and
Seller.  This Agreement has been, and each other Transaction Document
to which it is a party, when executed and delivered at the Closing will be duly
and validly executed and delivered by Seller and this Agreement constitutes, and
each of the other Transaction Documents to which it is a party will constitute,
the legal, valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms, except as such enforceability may be limited by
principles of public policy and subject to the laws of general application
relating to bankruptcy, insolvency, and the relief of debtors and to rules of
law governing specific performance, injunctive relief and other equitable
remedies.

       

      3.2           Ownership of the Transferred
Class M Common Units.  Seller is the owner of all right, title
and interest (record and beneficial) in and to the Transferred Class M Common
Units, free and clear of any Lien, other than (i) Liens under federal and state
securities laws, (ii) Liens securing the GMAC Revolver, the Second Lien Notes
and the Third Lien Notes (which Liens will be released as of the Closing Date)
and (iii) obligations under the Effective IB Finance LLC
Agreement.  The Transferred Class M Common Units constitute all of the
Class M Common Units owned by Seller.  The transfer and delivery to
Purchaser of the Transferred Class M Common Units hereunder will transfer to
Purchaser legal and valid title to all of the Transferred Class M Common Units,
free and clear of any Lien, other than Liens under federal and state securities
laws and obligations under the Effective IB Finance LLC Agreement.  No
Person (other than Purchaser) has any agreement or option, or any right or
privilege (whether pre-emptive, contractual or otherwise) capable of becoming an
agreement or option, to acquire the Transferred Class M Common
Units.

       

      3.3           Consents and
Approvals.  No consent of, or declaration, filing or
registration with, the FDIC or any other Governmental Authority or any other
Person is required to be obtained or made, as applicable, by Seller in
connection with the execution, delivery and performance of this Agreement and
the other Transaction Documents, or the consummation of the transactions
contemplated by this Agreement or by any other Transaction Document, except for
consents, declarations, filings and registrations the failure to have which,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect or a material adverse effect on the ability of Seller to
consummate the transactions contemplated hereby and satisfy all its obligations
hereunder.

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      3.4           Financial
Statements.

       

      (a)           Seller has delivered to Purchaser on the date
hereof the unaudited consolidated balance sheet
and consolidated income statement of the Mortgage Division for the 12 months
ended December 31, 2008 (the “Financial
Statements”).  To Seller’s Knowledge, (i) the Financial
Statements were prepared from the books and records of Seller, the Bank and its
Subsidiaries and (ii) the Financial Statements, subject to normal year-end and
quarterly adjustments and the absence of notes, fairly present in all material
respects the financial condition and the results of operations of the Mortgage
Division as of the date of and for the period referred to in such Financial
Statements.

       

      (b)           To
Seller’s Knowledge, there are no liabilities or obligations relating to the
Mortgage Division of any nature, whether accrued, contingent or otherwise,
except for liabilities or obligations (i) reflected in the Financial Statements,
(ii) that were incurred since the date of the Financial Statements in the
ordinary course of business, (iii) that were incurred in connection with this
Agreement or any Transaction Document or the transactions contemplated hereby or
thereby, or (iv) that individually or in the aggregate (including liabilities
referred to in clauses (i) through (iii) above) have not had and would not
reasonably be expected to have a Material Adverse Effect.

       

      3.5           No Material Adverse
Change.  Except for general conditions, circumstances,
changes or effects since December 31, 2008 that may have affected
the particular mortgage related assets held or owned by the Mortgage
Division, to Seller’s Knowledge, since December 31, 2008, there has not occurred
any change in the business or operations of the Mortgage Division, in the
aggregate, that had, or would reasonably be expected to have, a Material Adverse
Effect.

       

      3.6           Litigation.  Except
as otherwise disclosed in writing by Seller to Purchaser on the date hereof, to
Seller’s Knowledge, there is no demand, claim, suit, action, arbitration or
legal, administrative or other proceeding pending or threatened against IB
Finance, the Bank or any of its Subsidiaries, officers, directors or employees
relating to the Mortgage Division or its assets or operations.

       

      3.7           Compliance With Agreements
and Law.  To Seller’s Knowledge, the origination and servicing
of the Mortgage Loans and the other assets in the Mortgage Division have been
performed in all material respects in compliance with all provisions of the
related Mortgage Loan Documents, applicable Servicing Agreements and
Law.

       

      3.8           Compliance with Affiliate
Agreements.  Seller has performed in all material respects all
of its obligations under the Affiliate Agreements relating to the Mortgage
Division and is in material compliance with all provisions of the Affiliate
Agreements relating to the Mortgage Division and applicable Law relating to such
agreements.

       

      3.9           Compliance with
Laws.  To Seller’s Knowledge, (i) the Bank is, in all material
respects, in compliance with all applicable Laws with respect to the Mortgage
Loans and Mortgage Division and (ii) the Bank is not in default with respect to
any judgment, order, injunction, settlement agreement or decree of any
Governmental Authority in connection with the Mortgage Loans and or Mortgage
Division (it being understood that the representation contained in this Section 3.9 shall not
apply to Tax matters).

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      3.10           Brokers or
Finders.  Except for Goldin Associates, L.L.C. and UBS
Securities LLC, whose fees will be paid by Seller, Seller has not incurred, nor
will it incur, directly or indirectly, any liability for brokerage or finders’
fees or agents’ commissions or any similar charges in connection with this
Agreement or the transactions contemplated hereby.

       

      3.11           Limitation of
Representations and Warranties.  EXCEPT FOR THE REPRESENTATIONS
AND WARRANTIES SET FORTH IN THIS AGREEMENT, SELLER IS NOT MAKING ANY OTHER
REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED,
CONCERNING IB FINANCE, THE BANK, THE TRANSFERRED CLASS M COMMON UNITS, THE
MORTGAGE DIVISION OR THE ASSETS OR LIABILITIES OF IB FINANCE, BANK OR SELLER OR
THEIR RESPECTIVE SUBSIDIARIES.  PURCHASER ACKNOWLEDGES THAT, EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING ARTICLE III, SELLER HAS NOT
MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND PURCHASER HEREBY
EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON
LAW, BY STATUTE OR OTHERWISE RELATING TO, AND PURCHASER HEREBY EXPRESSLY WAIVES
AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST SELLER
AND ITS REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR
MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL)
HERETOFORE FURNISHED TO PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF IB
FINANCE, BANK OR SELLER.  WITHOUT LIMITING THE FOREGOING, SELLER IS
NOT MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO ANY
FINANCIAL PROJECTION OR FORECAST RELATING TO IB FINANCE, THE BANK, THE MORTGAGE
DIVISION, ANY SUBSIDIARIES, THE TRANSFERRED CLASS M COMMON UNITS OR
SELLER.  WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON
BEHALF OF BANK, IB FINANCE OR SELLER TO PURCHASER OR ITS REPRESENTATIVES,
PURCHASER ACKNOWLEDGES THAT (A) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING
TO MAKE SUCH PROJECTIONS AND FORECASTS, (B) IT IS FAMILIAR WITH SUCH
UNCERTAINTIES, (C) IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN
EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS
FURNISHED TO IT AND (D) IT SHALL HAVE NO CLAIM AGAINST SELLER OR ITS AFFILIATES
WITH RESPECT THERETO.

       

      
        
           


        

        
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      ARTICLE
4.

       

      REPRESENTATIONS
AND WARRANTIES OF PURCHASER

       

      Purchaser
represents and warrants to Seller as of the date hereof as follows:

       

      4.1           Authority of
Purchaser.  Purchaser is a limited liability company validly
existing, duly formed and in good standing under the laws of the State of
Delaware, and has all requisite limited liability company power and authority to
own, lease and operate its properties and assets and to carry on its business as
now being conducted.  Purchaser has all requisite limited liability
company power and authority to enter into this Agreement and the other
Transaction Documents to which it is a party and to carry out the transactions
contemplated in this Agreement and the other Transaction Documents to which it
is a party.  The execution, delivery and performance by Purchaser of
this Agreement and the other Transaction Documents to which it is a party has
been duly authorized by all necessary limited liability company action on the
part of Purchaser.  This Agreement has been, and each other
Transaction Document to which it is a party, when executed and delivered at the
Closing will be duly and validly executed and delivered by Purchaser and this
Agreement constitutes, and each of the other Transaction Documents to which it
is a party will constitute, the legal, valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms, except as
such enforceability may be limited by principles of public policy and subject to
the laws of general application relating to bankruptcy, insolvency, and the
relief of debtors and to rules of law governing specific performance, injunctive
relief and other equitable remedies.

       

      4.2           Ownership of
the Transferred Notes.  Purchaser is the owner of all right,
title and interest (record and beneficial) in and to the Transferred Notes, free
and clear of any Lien.  The transfer and delivery to Seller of the
Transferred Notes hereunder will transfer to Seller legal and valid title to all
of the Transferred Notes, free and clear of any Lien.  No Person
(other than Seller) has any agreement or option, or any right or privilege
(whether pre-emptive, contractual or otherwise) capable of becoming an agreement
or option, to acquire the Transferred Notes.

       

      4.3           Consents and
Approvals.  No consent of, or declaration, filing or
registration with, the FDIC or any Governmental Authority or any other Person is
required to be obtained or made, as applicable, by Purchaser in connection with
the execution, delivery and performance of this Agreement and the other
Transaction Documents, or the consummation of the transactions contemplated by
this Agreement or by any other Transaction Document, except for consents,
declarations, filings and registrations the failure to have which, individually
or in the aggregate, would not reasonably be expected to have a material adverse
effect on the financial condition of Purchaser or the ability of Purchaser to
consummate the transactions contemplated hereby and satisfy all of its
obligations hereunder.

       

      4.4           Brokers and
Finders.  Except for Goldman, Sachs & Co., whose fees will
be paid by Purchaser, Purchaser has not incurred, nor will it incur, directly or
indirectly, any liability for brokerage or finders’ fees or agents’ commissions
or any similar charges in connection with this Agreement or the transactions
contemplated hereby.

      
         

        4.5           No Knowledge of
Breach.  To Purchaser’s Knowledge, Purchaser has no knowledge
of a breach of or inaccuracy in any representation or warranty of Seller
contained in Section
3.4, 3.5, 3.6, 3.7 or 3.9.


      

       

      
        
           


        

        
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    ARTICLE
5.

     

    COVENANTS

     

    5.1           Subsequent
Actions.  Seller and Purchaser shall use commercially
reasonable efforts to take, or cause to be taken, all reasonably necessary
action to do, or cause to be done, all things reasonably necessary, proper or
advisable under applicable Law or otherwise to consummate and make effective the
transactions contemplated by this Agreement as promptly as reasonably
practicable.  If at any time after the Closing, Purchaser shall
consider or be advised that any assurances or any other actions or things are
reasonably necessary (a) to vest, perfect or confirm ownership (of record or
otherwise) in Purchaser or its Affiliates, as applicable, its title or interest
in the Transferred Class M Common Units or (b) otherwise to carry out this
Agreement, Seller shall use commercially reasonable efforts to execute and
deliver all bills of sale, instruments of conveyance, powers of attorney,
assignments and assurances and take and do all such other actions and things as
may be reasonably requested by Purchaser in order to vest, perfect or confirm
any and all right, title and interest in, to and under the Transferred Class M
Common Units, as applicable.  If at any time after the Closing, Seller
shall consider or be advised that any assurances or any other actions or things
are reasonably necessary (i) to vest, perfect or confirm ownership (of record or
otherwise) in Seller or its Affiliates, as applicable, its title or interest in
the Transferred Notes or (ii) otherwise to carry out this Agreement, Purchaser
shall use commercially reasonable efforts to execute and deliver all bills of
sale, instruments of conveyance, powers of attorney, assignments and assurances
and take and do all such other actions and things as may be reasonably requested
by Seller in order to vest, perfect or confirm any and all right, title and
interest in, to and under the Transferred Notes, as applicable.

     

    5.2           Third Party
Consents.  Seller shall use commercially reasonable efforts to
obtain and to cooperate with Purchaser in the effort to obtain, as soon as
reasonably practicable, all permits, authorizations, consents, waivers and
approvals (collectively “Consents”) from third
parties or Governmental Authorities necessary to consummate this Agreement and
the transactions contemplated hereby with respect to the Transferred Class M
Common Units; provided, that Seller
shall not have any obligation to offer to pay any consideration in order to
obtain any such Consent.  Purchaser shall use commercially reasonable
efforts to obtain and to cooperate with Seller in the effort to obtain, as soon
as reasonably practicable, all Consents from third parties or Governmental
Authorities necessary to consummate this Agreement and the transactions
contemplated hereby with respect to the Transferred Notes; provided, that
Purchaser shall not have any obligation to offer to pay any consideration in
order to obtain any such Consent.

     

    5.3           Records; Post-Closing Access
to Information.  If and for so long as any party hereto is
contesting or defending against any third-party charge, complaint, action, suit,
proceeding, hearing, investigation, claim or demand in connection with (a) any
transaction contemplated under this Agreement or (b) any fact, situation,
circumstance, status, condition, activity, practice, plan, occurrence, event,
incident, action, failure to act, or transaction involving the operations of IB
Finance and its Subsidiaries, each other party hereto shall (i) fully cooperate
with it and its counsel in, and assist it and its counsel with, the contest or
defense, (ii) make available its personnel (including for purposes of fact
finding, consultation, interviews, depositions and, if required, as witnesses)
and (iii) provide such information, testimony and access to its books and
records, in each case as shall be reasonably requested in connection with the
contest or defense, all at the sole cost and expense (not including employee
compensation and benefits costs) of the contesting or defending
party.  For the avoidance of doubt, this Section 5.3 shall not
apply with respect to disputes between the parties hereto, other than with
respect to cooperation by an Indemnifying Party related to any claim, or the
commencement of any suit, action or proceeding, by any Person not a party hereto
in respect of which indemnity is to be, or is, sought under this
Agreement.

     

    
      
        
        

      

      
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    5.4           Solicitation of Third-Party
Purchasers.

     

    (a)           Until
the 60th day
after the Closing Date, Seller shall be permitted to offer all of the
Transferred Class M Common Units to any third-party who may have an interest in
purchasing all of the Transferred Class M Common Units.  If any such
third-party (each, a “Third-Party
Purchaser”) expresses a firm interest in purchasing all of the
Transferred Class M Common Units for (i) a price in cash greater than the
Purchase Price, (ii) a price in Seller Notes with a fair market value, as
reasonably determined by Seller, greater than the Purchase Price, or (iii) a
price in a combination of cash and Seller Notes with a fair market value, as
reasonably determined by Seller, the sum of which is greater than the Purchase
Price, then Seller and such Third-Party Purchaser may enter into a letter of
intent (with respect to each Third-Party Purchaser, the “Third-Party Letter of
Intent”) setting forth the principal terms on which the Third-Party
Purchaser is willing to purchase the Transferred Class M Common
Units.  Seller shall provide to Purchaser copies of any Third-Party
Letters of Intent promptly after they are executed by Seller.

     

    (b)           Purchaser
agrees to use commercially reasonable efforts to provide, and will use
commercially reasonable efforts to cause the Bank and IB Finance and their
respective officers and management employees to provide, to any Third-Party
Purchaser that has entered into a Third-Party Letter of Intent, at such
Third-Party Purchaser’s expense, during normal business hours and upon
reasonable advance notice, such access to the officers, management employees,
offices, properties, books and records of Purchaser, the Bank and IB Finance (so
long as such access does not unreasonably interfere with the operations of
Purchaser, the Bank or IB Finance or the performance of their respective duties)
as such Third-Party Purchaser reasonably may request in connection with its due
diligence investigation of a possible acquisition of all of the Transferred
Class M Units, subject to the execution of a confidentiality agreement
substantially in the form attached hereto as Exhibit E, including
with such changes as Purchaser shall reasonably agree (each, a “Confidentiality
Agreement”); provided, that
Purchaser shall have no obligation to, and shall not be obligated to cause the
Bank or IB Finance or their respective officers or management employees, to
generate or produce any information or reports other than those generated and
produced by Purchaser, the Bank or IB Finance in the ordinary course of
business.  Without Purchaser’s prior written consent, which written
consent may be delivered by e-mail, Seller shall not provide, and shall cause
its respective officers and management employees to not provide, to any
Third-Party Purchaser, directly or indirectly, any information, written or oral,
with respect to the Transferred Class M Common Units, the Bank or IB Finance to
any Third-Party Purchaser that would be considered “Evaluation Material” as such
term is defined in the Confidentiality Agreement prior to the execution of the
Confidentiality Agreement by such Third-Party Purchaser.  From and
after the execution of the Confidentiality Agreement by such Third-Party
Purchaser, Seller shall keep Purchaser reasonably informed of the progress of
such Third-Party Purchaser’s due diligence with respect to the possible
transaction and shall copy Purchaser on all distributions of written materials
to such Third-Party Purchaser.

     

    
      
        
        

      

      
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    (c)           If
Seller’s senior management determines in good faith, after consultation with
outside counsel and financial advisors, that a transaction with such Third-Party
Purchaser is reasonably likely to be completed, taking into account such
financial, regulatory, legal and other aspects of such proposed transaction as
Seller’s senior management and their counsel and advisors reasonably deem
appropriate, and Seller determines to enter into a transaction to sell the
Transferred Class M Units to a particular Third-Party Purchaser, then such
Third-Party Purchaser (the “New Purchaser”) and
Seller shall enter into a membership interest purchase letter agreement (the
“Membership Interest
Purchase Letter Agreement”), which shall constitute a binding offer to
purchase the Transferred Class M Common Units for a period of no less than the
number of days equal to (i) the number of days from the date of the execution of
the Membership Interest Purchase Letter Agreement until the 60th day
after the Closing Date plus (ii) at least 20
Business Days, and shall set forth, among other things, (1) (A) if cash shall be
offered as consideration, the New Purchaser’s purchase price (the “New Purchase Price”),
(B) if Seller Notes shall be offered as consideration, the CUSIP numbers and
face value of all such Seller Notes or (C) if a combination of cash and Seller
Notes shall be offered as consideration, (I) the amount of cash (the “Cash Portion”) and
(II) the CUSIP numbers and face value of all such Seller Notes (the “Partial Debt
Consideration”) and (2) any amendments or modifications to the terms and
conditions hereof that the New Purchaser and Seller would agree to make to this
Agreement if the New Purchaser and Seller had originally executed this Agreement
(such amendments or modifications collectively, the “Proposed
Amendments”).  Except for the Membership Interest Purchase
Letter Agreement with the New Purchaser, Seller shall not enter into any
contract, agreement, commitment, undertaking or other arrangement with any
Third-Party Purchaser with respect to the Transferred Class M
Units.  Immediately upon executing the Membership Interest Purchase
Letter Agreement, Seller shall deliver to Purchaser (i) a copy of the Membership
Interest Purchase Letter Agreement and (ii) a notice (the “Superior Offer
Notice”) informing Purchaser that Seller intends to accept the terms of
the Membership Interest Purchase Letter Agreement in the event that Purchaser
does not elect to retain the Transferred Class M Common Units pursuant to Section
5.4(d).

     

    (d)

     

    (i)           If
the consideration to be paid by the New Purchaser is cash, within 10 Business
Days of receipt of the Superior Offer Notice, Purchaser shall elect by notice in
writing to Seller either:

     

    (A) to
retain the Transferred Class M Units, in which case (1) Purchaser and Seller
shall execute an amendment to this Agreement that incorporates the Proposed
Amendments set forth in the Membership Interest Purchase Letter Agreement no
later than 10 Business Days after Purchaser’s election, (2) Purchaser shall
remit to Seller an amount equal to the difference between the New Purchase Price
and the Purchase Price (the “Additional Cash
Consideration”), and (3) Seller shall terminate the Membership Interest
Purchase Letter Agreement; or

     

    (B) to
transfer the Transferred Class M Units to the New Purchaser, in which case (1)
Seller and the New Purchaser shall execute a purchase agreement (a “New Purchase
Agreement”) substantially similar in all respects to this Agreement as
this Agreement would be amended to incorporate the Proposed Amendments, (2)
Seller shall deliver to Purchaser a copy of the New Purchase Agreement
immediately upon execution, and (3) on the New Purchase Agreement Closing Date,
(a) the New Purchaser shall pay to Purchaser an amount in cash equal to New
Purchase Price, (b) Purchaser shall remit to Seller an amount in cash equal to
the Additional Cash Consideration, and (c) Purchaser shall execute and deliver
to Seller or its designee the Purchaser Unit Assignment.

     

    
      
        
        

      

      
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    (ii)          If
the consideration to be paid by the New Purchaser is Seller Notes (the “Debt Consideration”),
within two Business Days of receipt of the Superior Offer Notice, Purchaser and
Seller shall determine the First Value.  Within eight Business Days of
such determination, Purchaser shall elect by notice in writing to Seller
either:

     

    (A) to
retain the Transferred Class M Units, in which case (1) Purchaser and Seller
shall execute an amendment to this Agreement that incorporates the Proposed
Amendments set forth in the Membership Interest Purchase Letter Agreement no
later than 10 Business Days after Purchaser’s election, (2) Purchaser shall
remit to Seller an amount equal to the difference between the First Value and
the Purchase Price, and (3) Seller shall terminate the Membership Interest
Purchase Letter Agreement; or

     

    (B) to
transfer the Transferred Class M Units to the New Purchaser, in which case (1)
Seller and the New Purchaser shall execute a purchase agreement (a “New Purchase
Agreement”) substantially similar in all respects to this Agreement as
this Agreement would be amended to incorporate the Proposed Amendments, (2)
Seller shall deliver to Purchaser a copy of the New Purchase Agreement
immediately upon execution, (3) on the New Purchase Agreement Closing Date,
Purchaser shall execute and deliver to Seller or its designee the Purchaser Unit
Assignment upon receipt of the Debt Consideration, and (4) (a) if the Second
Value is greater than the Purchase Price, Purchaser shall transfer to Seller a
portion of the Debt Consideration in an amount equal to the difference between
the Second Value and the Purchase Price, or (b) if the Second Value is less than
the Purchase Price, Seller shall pay to Purchaser an amount equal to the
difference between the Purchase Price and the Second Value.

     

    (iii)         If the consideration to be paid by the New Purchaser is
a combination of cash and Seller Notes, within two Business Days of receipt of
the Superior Offer Notice, Purchaser and Seller shall determine the First
Partial Value.  Within eight Business Days of such determination,
Purchase shall elect by notice in writing to Seller either:

     

    (A) to
retain the Transferred Class M Units, in which case (1) Purchaser and Seller
shall execute an amendment to this Agreement that incorporates the Proposed
Amendments set forth in the Membership Interest Purchase Letter Agreement no
later than 10 Business Days after Purchaser’s election, (2) Purchaser shall
remit to Seller an amount equal to the difference between (a) the sum of the
Cash Portion and the First Partial Value and (b) the Purchase Price, and (3)
Seller shall terminate the Membership Interest Purchase Letter Agreement;
or

     

    
      
        
        

      

      
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    (B) to
transfer the Transferred Class M Units to the New Purchaser, in which case (1)
Seller and the New Purchaser shall execute a purchase agreement (a “New Purchase
Agreement”) substantially similar in all respects to this Agreement as
this Agreement would be amended to incorporate the Proposed Amendments, (2)
Seller shall deliver to Purchaser a copy of the New Purchase Agreement
immediately upon execution, (3) on the New Purchase Agreement Closing Date,
Purchaser shall execute and deliver to Seller or its designee the Purchaser Unit
Assignment upon receipt of Cash Portion and the Partial Debt Consideration, and
(4) (a) if the sum of (I) the Cash Portion and (II) the Second Partial Value is
greater than the Purchase Price, Purchaser shall transfer to Seller either a
portion of the Partial Debt Consideration or cash or a combination of Partial
Debt Consideration and cash, at Purchaser’s option, in an amount equal to the
difference between the Second Partial Value and the Purchase Price, or (b) if
the sum of (I) the Cash Portion and (II) the Second Partial Value is less than
the Purchase Price, Seller shall pay to Purchaser an amount equal to the
difference between the Purchase Price and the sum of (x) the Cash Portion and
(y) the Second Partial Value.

     

    (iv)         For the avoidance of doubt, if Purchaser elects to
transfer the Transferred Class M Common Units pursuant to this Section 5.4(d), in accordance with the Unit Assignment, from and after
the Closing Date through the New Purchase Agreement Closing Date, Purchaser
shall be the holder, beneficially and of record, of the Transferred Class M
Common Units and shall bear the assumed obligations and liabilities under the
Effective IB Finance LLC Agreement.

     

    (e)           If
at any time after the New Purchase Agreement Closing Date, the New Purchaser
shall consider or be advised that any assurances or any other actions or things
are reasonably necessary to vest, perfect or confirm ownership (of record or
otherwise) in the New Purchaser its title or interest in the Transferred Class M
Common Units, Purchaser shall use commercially reasonable efforts to execute and
deliver all bills of sale, instruments of conveyance, powers of attorney,
assignments and assurances and take and do all such other actions and things as
may be reasonably requested by the New Purchaser in order to vest, perfect or
confirm any and all right, title and interest in, to and under the Transferred
Class M Common Units, as applicable; provided, however, that
Purchaser shall have no obligation to make any representations or warranties
with respect to the Transferred Class M Common Units other than those
representations and warranties contained in the Purchaser Unit
Assignment.

     

    (f)

     

    (i)           If
the consideration to be paid by the New Purchaser includes Seller Notes, on the
date Purchaser receives the Superior Offer Notice, Purchaser and Seller shall
each immediately contact one Broker-Dealer at its sole cost and expense, each of
which shall be asked to provide on the date of such contact a quotation of the
fair market value of the applicable Seller Notes as of 11:00 a.m. eastern time
on the date of the execution of the Membership Interest Purchase Letter
Agreement.  If such quotations vary by less than five percentage
points, then the value of the applicable Seller Notes shall be the average of
such two quotations.  If such quotations vary by more than five
percentage points, then Purchaser and Seller shall immediately jointly contact a
third Broker-Dealer, the cost and expense of which, if any, shall be shared
equally by Purchaser and Seller, who shall be asked to provide on the date of
such contact a quotation of the fair market value of the applicable Seller Notes
as of 11:00 a.m. eastern time on the date of the execution of the Membership
Interest Purchase Letter Agreement, and the final value of the applicable Seller
Notes as of 11:00 a.m. eastern time on the date of the execution of the
Membership Interest Purchase Letter Agreement shall be the average of all three
Broker-Dealer quotations.

     

    
      
        
        

      

      
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    (ii)          If
the consideration to be paid by the New Purchaser includes Seller Notes, on the
New Purchase Agreement Closing Date, Purchaser and Seller shall each immediately
contact one Broker-Dealer at its sole cost and expense, each of which shall be
asked to provide on the date of such contact a quotation of the fair market
value of the applicable Seller Notes as of 11:00 a.m. eastern time on the New
Purchase Agreement Closing Date.  If such quotations vary by less than
five percentage points, then the value of the applicable Seller Notes as of
11:00 a.m. eastern time on the New Purchase Agreement Closing Date shall be the
average of such two quotations.  If such quotations vary by more than
five percentage points, then Purchaser and Seller shall immediately jointly
contact a third Broker-Dealer, the cost and expense of which, if any, shall be
shared equally by Purchaser and Seller, who shall be asked to provide on the
date of such contact a quotation of the fair market value of the applicable
Seller Notes as of 11:00 a.m. eastern time on the New Purchase Agreement Closing
Date, and the final value of the applicable Seller Notes as of 11:00 a.m.
eastern time on the New Purchase Agreement Closing Date shall be the average of
all three Broker-Dealer quotations.

     

    (iii)         For
purposes hereof, “Broker-Dealer” shall
mean an independent nationally recognized broker-dealer experienced in valuing
the applicable Seller Notes.

     

    5.5           Services Between GMAC Bank
and Seller.  Purchaser and Seller shall review all of the
Affiliate Agreements and shall use their commercially reasonable efforts either
to, within 180 days following the Closing Date, terminate each such Affiliate
Agreement or modify the terms of each such Affiliate Agreement, as applicable
and necessary, so that the terms thereof are at least as favorable to Seller’s
Affiliate that is a party thereto and the Bank or the Bank’s Affiliate that is a
party thereto, respectively, as could be obtained through arm’s length
negotiations between unrelated parties.  The terms of any new or
modified Affiliate Agreement between Seller’s Affiliate, on the one hand, and
the Bank or the Bank’s Affiliate, on the other hand, shall be subject to all
applicable Laws and regulatory review, and the parties agree to cause their
applicable Affiliates to timely seek all necessary regulatory review for any
such modifications.  Notwithstanding the foregoing, each party to each
Affiliate Agreement shall have the right to terminate such Affiliate Agreement
subject to the termination provisions thereof; provided, however, that Seller
shall cause its applicable Affiliates to not deliver a termination notice under
any Affiliate Agreement that would cause such Affiliate Agreement to terminate
prior to the date that is 180 days after the Closing Date.

     

    ARTICLE
6.


     

    CONDITIONS
PRECEDENT TO OBLIGATIONS OF PURCHASER

     

    The
obligation of Purchaser to execute this Agreement and consummate the
transactions contemplated hereby is, at the option of Purchaser, subject to
satisfaction of each of the following conditions precedent on or before the
Closing Date:

     

    6.1           Deliveries by
Seller.  Seller shall have effected the applicable deliveries
required pursuant to Section
2.4.

     

    
      
        
        

      

      
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    6.2           Injunctions.  No
court or other Governmental Authority shall have issued an order, decree or
ruling that shall then be in effect enjoining, restraining or prohibiting the
completion of the transactions contemplated hereby and no suit, action or
proceeding shall have been instituted by a Governmental Authority which is
reasonably likely to result in an order, decree or ruling with the effect of
enjoining, restraining or prohibiting the transactions contemplated by this
Agreement, or that would be reasonably likely to prevent or make illegal the
consummation of the transactions contemplated by this Agreement.

     

    6.3           Laws.  There
shall not be any Law restraining, enjoining or prohibiting the consummation of
the transaction contemplated by this Agreement.

     

    ARTICLE
7.


     

    CONDITIONS
PRECEDENT TO OBLIGATIONS OF SELLER

     

    The
obligation of Seller to execute this Agreement and consummate the transactions
contemplated hereby is, at the option of Seller, subject to the satisfaction of
each of the following conditions precedent on or before the Closing
Date:

     

    7.1           Deliveries by
Purchaser.  Purchaser shall have effected the applicable
deliveries required pursuant to Section
2.5.

     

    7.2           Injunctions.  No
court or other Governmental Authority shall have issued an order, decree or
ruling that shall then be in effect enjoining, restraining or prohibiting the
completion of the transactions contemplated hereby and no suit, action or
proceeding shall have been instituted by a Governmental Authority which is
reasonably likely to result in an order, decree or ruling with the effect of
enjoining, restraining or prohibiting the transactions contemplated by this
Agreement, or that would be reasonably likely to prevent or make illegal the
consummation of the transactions contemplated by this Agreement.

     

    7.3           Laws.  There
shall not be any Law restraining, enjoining, or prohibiting the consummation of
the transaction contemplated by this Agreement.

     

    7.4           Fairness
Opinion.  The independent members of the board of directors of
Seller shall have received a written opinion of Goldin Associates, LLC
reasonably acceptable in form and substance to such independent members as to
the fairness to Seller, from a financial point of view, of the consideration to
be received by Seller from the sale of the Transferred Class M Common Units to
Purchaser pursuant to the terms hereof.

     

    ARTICLE
8.


     

    SURVIVAL
AND INDEMNIFICATION

     

    8.1           Survival.  The
representations and warranties of the parties hereto contained herein shall
survive the Closing until two years after the Closing Date; provided, that the
Excluded Representations shall survive the Closing forever.

     

    
      
        
        

      

      
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    8.2           Indemnification by
Seller.  Subject to Section 8.4, Seller
agrees to indemnify Purchaser, its Affiliates and its officers, directors,
employees, successors and permitted assigns (the “Purchaser Indemnified
Parties”) after the Closing against and in respect of, and agrees to hold
the Purchaser Indemnified Parties harmless from, any and all Losses imposed on,
incurred by or suffered by any Purchaser Indemnified Party arising out of or
resulting from any of the following:

     

    (a)           any
breach of or any inaccuracy in any representation or warranty made by Seller in
this Agreement other than any breach of or inaccuracy in an Excluded
Representation; provided, that Seller
shall not have any liability under this Section 8.2(a) for
any breach of or inaccuracy in any representation or warranty unless a notice of
the Purchaser Indemnified Party’s claim is given to Seller at any time in the
future promptly following discovery of such breach; provided, that the
failure of the Purchaser Indemnified Party to give such prompt written notice
shall not relieve Seller of its obligations under this Article 8 except to
the extent (if any) that Seller has been prejudiced thereby;

     

    (b)           any
breach of or any inaccuracy in any Excluded Representation; provided, that Seller
shall not have any liability under this Section 8.2(b) for
any breach of or inaccuracy in any representation or warranty unless a notice of
the Purchaser Indemnified Party’s claim is given to Seller at any time in the
future promptly following discovery of such breach; provided, that the
failure of the Purchaser Indemnified Party to give such prompt written notice
shall not relieve Seller of its obligations under this Article 8 except to
the extent (if any) that Seller has been prejudiced thereby; or

     

    (c)           any
breach of or failure by (excluding any breach or inaccuracy covered by Sections 8.2(a) and 8.2(b) above) Seller
to perform any agreement, covenant, obligation or undertaking of Seller set out
in this Agreement.

     

    8.3           Indemnification by
Purchaser.  Subject to Section 8.4,
Purchaser agrees to indemnify Seller, its Affiliates and its officers,
directors, employees, successors and permitted assigns (the “Seller Indemnified
Parties”) after the Closing against and in respect of, and agrees to hold
the Seller Indemnified Parties harmless from, any and all Losses asserted
against, imposed on, incurred by or suffered by any Seller Indemnified Party
arising out of or resulting from any of the following:

     

    (a)           any
breach of or any inaccuracy in any representation or warranty made by Purchaser
in this Agreement other than any breach of or inaccuracy in an Excluded
Representation; provided, that
Purchaser shall not have any liability under this Section 8.3(a) for
any breach of or inaccuracy in any representation or warranty unless a notice of
the Seller Indemnified Party’s claim is given to Purchaser at any time in the
future promptly following discovery of such breach; provided, that the
failure of the Seller Indemnified Party to give such prompt written notice shall
not relieve Purchaser of its obligations under this Article 8 except to
the extent (if any) that Purchaser has been prejudiced thereby;

     

    
      
        
        

      

      
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    (b)           any
breach of or any inaccuracy in any Excluded Representation; provided, that
Purchaser shall not have any liability under this Section 8.3(b) for
any breach of or inaccuracy in any representation or warranty unless a notice of
the Seller Indemnified Party’s claim is given to Purchaser at any time in the
future promptly following discovery of such breach; provided, that the
failure of the Seller Indemnified Party to give such prompt written notice shall
not relieve Purchaser of its obligations under this Article 8 except to
the extent (if any) that Purchaser has been prejudiced thereby; or

     

    (c)           any
breach of or failure by (excluding any breach or inaccuracy covered by Sections 8.3(a) and
8.3(b) above)
Purchaser to perform any agreement, covenant, obligation or undertaking of
Purchaser set out in this Agreement.

     

    8.4           Limitations on
Liability.  Notwithstanding any other provision of this
Agreement:

     

    (a)           Seller
shall not have any obligation to indemnify the Purchaser Indemnified Parties
unless the aggregate amount of Losses subject to indemnification pursuant to
Section 8.2(a)
shall exceed 1% of the Purchase Price (the “Basket Amount”), and
once such amount is exceeded, Seller shall indemnify the Purchaser Indemnified
Parties for, and shall be liable for, the full amount of all Losses subject to
indemnification pursuant to Section 8.2(a)
(subject to the other limitations on indemnification expressly set forth in this
Agreement), without reduction for the Basket Amount. In no event shall the
aggregate liability of Seller pursuant to Section 8.2(a) for
Losses incurred or suffered by the Purchaser Indemnified Parties exceed 25% of
the Purchase Price (the “Indemnification
Cap”). Notwithstanding the
foregoing, the Indemnification Cap shall not apply to (i) any liability of
Seller pursuant to Sections 8.2(b), (ii)
any liability of Seller pursuant to Section 8.2(c), (iii)
any liability of Seller under Section 8.9 or (iv)
any liability of Seller under Article
9.

     

    (b)           Subject
to Section 8.9,
the sole and exclusive liability and responsibility of Seller to the Purchaser
Indemnified Parties under or in connection with this Agreement or the
transactions contemplated hereby (including for any breach of or inaccuracy in
any representation or warranty or for any breach of any covenant or obligation)
and the sole and exclusive remedy of the Purchaser Indemnified Parties with
respect to any of the foregoing, shall be as set forth in Article 8 and Article
9.

     

    (c)           Subject
to Section 8.9,
the sole and exclusive liability and responsibility of Purchaser to the Seller
Indemnified Parties under or in connection with this Agreement or the
transactions contemplated hereby (including for any breach of or inaccuracy in
any representation or warranty or for any breach of any covenant or obligation)
and the sole and exclusive remedy of the Seller Indemnified Parties with respect
to any of the foregoing, shall be as set forth in Article 8 and Article
9.

     

    8.5           Claims.  As
promptly as is reasonably practicable after knowledge of a claim for
indemnification under this Agreement that does not involve a third party claim,
or the commencement of any suit, action or proceeding of the type described in
Section 8.6,
becomes within the knowledge of Purchaser or Seller, as the case may be, the
Indemnified Person shall give written notice to the Indemnifying Person of such
claim, which notice shall specify in reasonable detail the nature of such claim
and the estimated amount (if then susceptible to estimation) that the
Indemnified Person at the time plans to seek hereunder from the Indemnifying
Person, together with such reasonably available information (if not already
available to the Indemnifying Person) as may be necessary for the Indemnifying
Person to determine that the limitations in Section 8.4 have been
satisfied or do not apply; provided, that
failure of the Indemnified Person to give such notice of any such claim shall
not release, waive or otherwise affect the obligations under this Article 8 of the
Indemnifying Person with respect thereto except to the extent that it is
materially prejudiced by the failure or delay in giving such
notice.

     

    
      
        
        

      

      
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    8.6           Notice of Third Party
Claims; Assumption of Defense.  The Indemnified Person shall
give written notice (the “Initial Notice”) as
promptly as is reasonably practicable, but in any event no later than 10
Business Days after receiving notice thereof, to the Indemnifying Person of the
written assertion of any claim, or the commencement of any suit, action or
proceeding, by any Person not a party hereto in respect of which indemnity is to
be sought under this Agreement (which notice shall specify in reasonable detail
the nature of such claim and the estimated amount (if then susceptible to
estimation) that the Indemnified Person at that time plans to seek hereunder
from the Indemnifying Person, together with such reasonably available
information (if not already available to the Indemnifying Person) as may be
necessary for the Indemnifying Person to determine that the limitations in Section 8.4 have been
satisfied or do not apply); provided, that
failure of the Indemnified Person to give such notice of any such claim or
commencement shall not release, waive or otherwise affect the obligations under
this Article 8
of the Indemnifying Person with respect thereto except to the extent that it is
materially prejudiced by the failure or delay in giving such
notice.  The Indemnifying Person may, at its own expense, (a)
participate in the defense of any such claim, suit, action or proceeding and (b)
upon notice to the Indemnified Person within 10 Business Days after the receipt
of the Initial Notice from the Indemnified Person of the claim, suit, action or
proceeding, assume the defense thereof with counsel of its own choice reasonably
acceptable to the Indemnified Person, and in the event of such assumption, shall
have the exclusive right, subject to compliance by the Indemnifying Person with
clauses (a) and
(c) of Section 8.7, to
settle or compromise such claim, suit, action or proceeding.  If the
Indemnifying Person does not so elect to assume such defense in accordance with
the terms of this Section 8.6, the
Indemnified Person may defend such claim, suit, action or proceeding in such
manner as the Indemnified Person may deem appropriate, including settling such
claim or action or proceeding (after giving notice of the same to the
Indemnifying Person) on such terms as the Indemnified Person may deem
appropriate, and the Indemnifying Person shall assist and cooperate with such
defense in accordance with Section 5.2 and, if
liable pursuant to this
Article
8, shall promptly indemnify the Indemnified Person in accordance with the
provisions of this
Article
8.  If the Indemnifying Person so assumes such defense, the
Indemnified Person shall have the right (but not the duty) to participate in the
defense thereof and to employ counsel separate from the counsel employed by the
Indemnifying Person; provided, that the
expense of separate counsel so employed shall be borne by the Indemnified Person
unless there exists actual or potential conflicting interests between the
Indemnifying Person and the Indemnified Person.  Whether or not the
Indemnifying Person chooses to defend or prosecute any such claim, suit, action
or proceeding, all of the parties hereto shall cooperate in the defense or
prosecution thereof.

     

    
      
        
        

      

      
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    8.7           Settlement or
Compromise.  Any settlement or compromise made or caused to be
made by the Indemnified Person (unless the Indemnifying Person has the exclusive
right to settle or compromise under Section 8.6) or the
Indemnifying Person, as the case may be, of any such claim, suit, action or
proceeding of the kind referred to in Section 8.6 shall
also be binding upon the Indemnifying Person or the Indemnified Person, as the
case may be, in the same manner as if a final judgment or decree had been
entered by a court of competent jurisdiction in the amount of such settlement or
compromise; provided, that (a) no
obligation, restriction or Loss shall be imposed on the Indemnified Person as a
result of any settlement or compromise without its prior written consent, which
consent shall not be unreasonably withheld or delayed, (b) if the Indemnifying
Person has assumed the defense of a claim, suit, action or proceeding pursuant
to Section 8.6,
the Indemnified Person shall not compromise or settle such claim, suit, action
or proceeding without the prior written consent of the Indemnifying Person,
which consent shall not be unreasonably withheld or delayed, and (c) such
settlement shall not contain any finding or admission of any violation of Law or
any fault on the part of the Indemnified Person, and shall not have any effect
on any other claims that may be made by the Indemnified Person against the third
party bringing the claim, suit, action or proceeding.

     

    8.8           Net Losses; Subrogation;
Mitigation.

     

    (a)           Notwithstanding
anything contained herein to the contrary, the amount of any Losses incurred or
suffered by an Indemnified Person shall be calculated after giving effect to (i)
any insurance proceeds received by the Indemnified Person (or any of its
Affiliates) with respect to such Losses, but only if the insurance premium
relating to such proceeds has not been paid for by the Indemnified Person, (ii)
any tax benefit realized by the Indemnified Person (or any of its Affiliates)
arising from the facts or circumstances giving rise to such Losses and from the
payment of any amounts to the Indemnified Person (or any of its Affiliates) on
account of any Losses and (iii) any other recoveries directly relating to such
Loss obtained by the Indemnified Person (or any of its Affiliates) from any
other third party, less all Losses related to the pursuing and receipt of such
recoveries and any related recoveries.  Each Indemnified Person shall
exercise commercially reasonable efforts to obtain such proceeds, benefits and
recoveries; provided, that no
party shall be required to use such efforts if they would be detrimental in any
material respect to such party.  If any such net proceeds, benefits or
recoveries are received by an Indemnified Person (or any of its Affiliates) with
respect to any Losses after an Indemnifying Person has made a payment to the
Indemnified Person with respect thereto, the Indemnified Person (or such
Affiliate) shall pay to the Indemnifying Person the amount of such net proceeds,
benefits or recoveries (up to the amount of the Indemnifying Person’s
payment).

     

    (b)          Upon
making any payment to an Indemnified Person in respect of any Losses, the
Indemnifying Person shall, to the extent of such payment, be subrogated to all
rights of the Indemnified Person (and its Affiliates) against any insurance
company or any other third party from which the Indemnified Person (and its
Affiliates) has contractual indemnity rights, in respect of the Losses to which
such payment relates.  Such Indemnified Person (and its Affiliates)
and Indemnifying Person shall execute upon request all instruments reasonably
necessary to evidence or further perfect such subrogation rights.

     

    (c)           Purchaser
and Seller shall use commercially reasonable efforts to mitigate any Losses,
whether by asserting claims against a third party or by otherwise qualifying for
a benefit that would reduce or eliminate an indemnified matter; provided, that no
party shall be required to use such efforts if they would be detrimental in any
material respect to such party.

     

    
      
        
        

      

      
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    8.9           Special Rule for
Fraud.  Notwithstanding anything in this Article 8 or
elsewhere in this Agreement to the contrary, in the event of a breach of a
representation or warranty by any party to this Agreement that constitutes
fraud, the representation or warranty that has been breached will survive the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby (regardless of any investigation made by any
party to this Agreement or on its behalf) and will continue in full force and
effect for perpetuity, and any Losses from any such breach shall not be subject
to the indemnification basket, cap or other limitations contained in this Article
8

     

    ARTICLE
9.TAX MATTERS

     

    9.1           Transfer
Taxes.  All excise, goods and services, sales (including bulk
sales), use, value added, registration, recording, documentary, conveyancing,
property, and transfer taxes incurred with the transactions contemplated by this
Agreement (“Transfer
Taxes”) shall be borne equally (50/50) by Purchaser and
Seller.  Seller and Purchaser shall cooperate to timely prepare, and
(a) Seller shall file or cause to be filed any returns or other filings relating
to such Transfer Taxes (unless Purchaser is required by applicable Law to file
the return) with respect to the Transferred Class M Common Units and (b)
Purchaser shall file or cause to be filed any returns or other filings relating
to such Transfer Taxes (unless Seller is required by applicable Law to file the
return) with respect to the Transferred Notes, in each case including any claim
for exemption or exclusion from the application or imposition of any Transfer
Taxes.  With respect to any such returns or filings required to be
filed by Seller, Seller shall provide Purchaser with a copy of such return or
other filing and a copy of a receipt showing payment of any such Transfer
Tax.  With respect to any such returns or filings required to be filed
by Purchaser, Purchaser shall provide Seller with a copy of such return or other
filing and a copy of a receipt showing payment of any such Transfer
Tax.

     

    9.2           Liability for Taxes and
Related Matters.

     

    (a)           To
the extent any liability for Taxes is adjusted subsequent to the Closing Date,
Seller shall pay the additional liability or receive refunds related to such
adjustments with respect to amounts attributable to the Transferred Class M
Common Units related to all tax periods prior to the
Closing.  Purchaser shall be responsible for payment of Taxes that
relate to the Transferred Class M Common Units after the Closing.  Except as otherwise
required by applicable Law, the parties agree that any changes to Taxes attributable to the
Transferred Class M Common Units for all tax periods prior to the Closing which
would have affected the value of the Transferred Class M Common Units as of the
Closing Date, if they had been recorded as of such date, shall be treated as a
purchase price adjustment for income Tax purposes.

     

    (b)           To
the extent any liability for Taxes is adjusted subsequent to the Closing Date,
Purchaser shall pay the additional liability or receive refunds related to such
adjustments with respect to amounts attributable to the Transferred Notes
related to all tax periods prior to the Closing.  Seller shall be
responsible for payment of Taxes that relate to the Transferred Notes after the
Closing.  Except as
otherwise required by applicable Law, the parties agree that any changes to
Taxes attributable
to the Transferred Notes for all tax periods prior to Closing, which would have
affected the value of the Transferred Notes as of the Closing Date, if they had
been recorded as of such date,
shall be treated as a purchase price adjustment for income Tax
purposes.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    9.3           Cooperation.  Purchaser
and Seller shall reasonably cooperate with each other in a timely manner in the
preparation and filing of any Tax Returns and the conduct of any Tax audit or
other Tax proceeding. 

     

    9.4           Refunds.

     

    (a)           To
the extent that any Tax refunds are received by Purchaser relating to the
periods prior to the Closing, and any amounts credited against Taxes to which
Purchaser becomes entitled, that relate to the Transferred Class M Common Units
and to such periods shall be paid to Seller, but only to the extent that such
amounts have a real economic impact on Seller in jurisdictions where it files
its Tax Returns as a separate company.

     

    (b)           To
the extent that any Tax refunds are received by Seller relating to the periods
prior to the Closing, and any amounts credited against Taxes to which Seller
becomes entitled, that relate to the Transferred Notes and to such periods shall
be paid to Purchaser, but only to the extent that such amounts have a real
economic impact on Purchaser in jurisdictions where it files its Tax Returns as
a separate company.

     

    ARTICLE
10.


     

    MISCELLANEOUS

     

    10.1         Expenses.  Each
party hereto shall bear its own expenses with respect to this
transaction.

     

    10.2         Amendment.  This
Agreement may be amended, modified or supplemented only in writing signed by
each of the parties hereto.

     

    10.3         Notices.  Any
written notice to be given hereunder shall be deemed given:  (a) when
received if given in person or by nationally recognized courier; (b) on the date
of transmission if sent by telecopy, e-mail or other wire transmission (receipt
confirmed); (c) three Business Days after being deposited in the US mail,
certified or registered mail, postage prepaid; and (d) if sent by an
internationally recognized overnight delivery service, the second Business Day
following the date given to such overnight delivery service (specified for
overnight delivery and receipt confirmed).  All notices shall be
addressed as follows:

     

    If to any
Seller, addressed as follows:

     

    Residential
Capital, LLC

    One
Meridian Crossings, Suite 100

    Minneapolis,
Minnesota 55423

    Attn:  General
Counsel

    Telephone:  (952)
857-6415

    Facsimile:  (952)
352-0586

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    With a
copy to:

    


    Skadden,
Arps, Slate, Meagher & Flom LLP

    333 West
Wacker Drive, Suite 1900

    Chicago,
Illinois 60606

    Attn:       Peter
Krupp

    Kimberly deBeers

    Telephone:  (312)
407-0700

    Facsimile:  (312)
407-0411

    


    and:

    


    Skadden,
Arps, Slate, Meagher & Flom LLP

    300 South
Grand Avenue, Suite 3400

    Los
Angeles, California 90071

    Attn: 
Casey Fleck

    Telephone:
(213) 687-5341

    Facsimile:
(213) 687-5600

    


    If to
Purchaser, addressed as follows:

     

    GMAC
LLC

    200
Renaissance Center

    Detroit
Michigan, MI 48235

    Attn: 
General Counsel

    Telephone:  (313)
565-6128

    Facsimile:  (313)
656-6189

     

    
      with a
copy to:

      


      Mayer
Brown LLP

      71 South
Wacker Drive

      Chicago,
Illinois  60606

      Attention:
Elizabeth A. Raymond, Esq.

      Telephone:  (312)
701-7322

      Facsimile:  (312)
701-7711

    

     

    10.4         Waivers.  The
failure of a party to require performance of any provision hereof shall not
affect its right at a later time to enforce the same.  No waiver by a
party of any term, covenant, representation or warranty contained herein shall
be effective unless in writing.  No such waiver in any one instance
shall be deemed a further or continuing waiver of any such term, covenant,
representation or warranty in any other instance.

     

    10.5         Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

     

    10.6         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.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    10.7         Assignment.  This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns; provided, that no
assignment of either party’s rights or obligations may be made without the
written consent of the other party, which consent shall not be unreasonably
withheld or delayed, other than (i) an assignment to an Affiliate of either
party, including in connection with any financing transactions entered into by
Purchaser, or (ii) an assignment by Purchaser to any subsequent purchaser of all
or substantially all of the Transferred Class M Common Units so long as such
subsequent purchaser agrees in writing to comply with Purchaser’s obligations
hereunder.

     

    10.8         No Third Party
Beneficiaries.  This Agreement is solely for the benefit of the
parties hereto and, solely with respect to Article 8 and Article 9, any
Indemnified Person hereunder, and, except as aforesaid, no provision of this
Agreement shall be deemed to confer any remedy, claim or right upon any third
party, including any employee or former employee of Seller or any participant or
beneficiary in any benefit plan, program or arrangement.

     

    10.9         Waiver of Jury
Trial.  EACH PARTY HEREBY IRREVOCABLY WAIVES ITS RIGHTS TO
A JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY SUCH PARTY AGAINST THE OTHER IN CONNECTION WITH OR
ARISING FROM THIS AGREEMENT.

     

    10.10       Written
Disclosures.  Neither the specification of any dollar amount in
any representation or warranty contained in this Agreement nor the inclusion of
any specific item in any written disclosure by Seller to Purchaser made pursuant
to the terms of this Agreement is intended to imply that such amount, or higher
or lower amounts, or the item so included or other items, are or are not
material, and no party shall use the fact of the setting forth of any such
amount or the inclusion of any such item in any dispute or controversy between
the parties as to whether any obligation, item or matter not described herein or
included in any written disclosure by Seller to Purchaser made pursuant to the
terms of this Agreement is or is not material for purposes of this
Agreement.  Unless this Agreement specifically provides otherwise,
neither the specification of any item or matter in any representation or
warranty contained in this Agreement nor the inclusion of any specific item in
any written disclosure by Seller to Purchaser made pursuant to the terms of this
Agreement is intended to imply that such item or matter, or other items or
matters, are or are not in the ordinary course of business, and no party shall
use the fact of the setting forth or the inclusion of any such item or matter in
any dispute or controversy between the parties as to whether any obligation,
item or matter not described herein or included in any written disclosure by
Seller to Purchaser made pursuant to the terms of this Agreement is or is not in
the ordinary course of business for purposes of this Agreement.

     

    10.11       Incorporation.  The
respective Exhibits and Schedules attached
hereto and referred to herein are incorporated into and form a part of this
Agreement.

     

    10.12       Complete
Agreement.  This Agreement constitutes the complete agreement
of the parties with respect to the subject matter hereof and supersede all prior
discussions, negotiations and understandings.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    10.13       Public
Announcements.  Seller and Purchaser each agree that they and
their Affiliates shall not issue any press release or otherwise make any public
statement or respond to any media inquiry with respect to this Agreement or the
transactions contemplated hereby without the prior approval of the other
parties, which shall not be unreasonably withheld or delayed, except as may be
required by Law or by any stock exchanges having jurisdiction over Seller,
Purchaser or their Affiliates.

     

    10.14       Further
Assurances.  At any time and from time to time after the
Closing, at Purchaser’s reasonable request and without further consideration,
Seller shall execute and deliver, and cause its Affiliates, as appropriate, to
execute and deliver, such other instruments of sale, transfer, conveyance,
assignment and confirmation and take such further actions as Purchaser may
reasonably deem necessary or desirable in order to more effectively transfer,
convey and assign to Purchaser (or any successor or permitted assign of
Purchaser), and to confirm Purchaser’s (and any such successor’s and assign’s)
title to the Transferred Class M Common Units, to put Purchaser (and any such
successor and assign) in actual possession and operating control thereof and to
assist Purchaser (and any such successors and assigns) in exercising all rights,
title and interests with respect thereto.

     

    
      10.15       Severability.  If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any Law or public policy, all
other conditions and provisions of this Agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner adverse to any
party in any material respect.  Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the greatest extent
possible.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

    

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered on January 30, 2009.

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            RESIDENTIAL
      CAPITAL, LLC

                          
	 
      	 
      
	 
      	
                            By:

                          	 /s/
      James N. Young	 
      
	 
      	
                            Name:
      James N. Young

                          
	 
      	
                            Title:  
      Chief Financial Officer

                          
	 
      	 
      
	 
      	
                            GMAC
      LLC

                          
	 
      	 
      
	 
      	
                            By:

                          	 /s/
      Robert S. Hull	 
      
	 
      	
                            Name:
      Robert S. Hull

                          
	 
      	
                            Title:  
      EVP and Chief Financial Officer