ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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RESIDENTIAL CAPITAL, LLC | Equity Investments II, LLC | GMAC Commercial Finance LLC | GMAC LLC | Residential Funding Company, LLC

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Title: ASSET PURCHASE AGREEMENT
Governing Law: Delaware Date: 11/8/2007
Law Firm: Mayer Brown

EXECUTION COPY

ASSET PURCHASE AGREEMENT

between

RESIDENTIAL FUNDING COMPANY, LLC,

EQUITY INVESTMENTS II, LLC

and

GMAC COMMERCIAL FINANCE LLC

August 27, 2007

TABLE OF CONTENTS


		Page

ARTICLE 1. DEFINITIONS; INTERPRETATION			A-1
	1.1 Definitions		A-1
	1.2 Interpretation		A-5

ARTICLE 2. PURCHASE AND SALE			A-6
	2.1 Purchase and Sale of Transferred Assets		A-6
	2.2 Assignment of Contracts, Leases and Other Assets		A-7
	2.3 Excluded Assets		A-7
	2.4 Assumed Obligations		A-7
	2.5 Excluded Obligations		A-8
	2.6 Purchase Price		A-8
	2.7 Closing		A-9
	2.8 Deliveries of Sellers		A-10
	2.9 Deliveries of Purchaser		A-10

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF SELLERS			A-10
	3.1 Authority of Sellers		A-10
	3.2 Title to Assets		A-10
	3.3 Consents and Approvals		A-11
	3.4 Financial Statements		A-11
	3.5 No Material Adverse Change		A-11
	3.6 Tax Matters		A-11
	3.7 Litigation		A-11
	3.8 Contracts		A-11
	3.9 Financing Agreements		A-12
	3.10 Compliance with Laws		A-12
	3.11 Sufficiency of Transferred Assets		A-13
	3.12 Real Property		A-13
	3.13 Environmental Matters		A-13
	3.14 Receivables and Receivables Documents		A-13
	3.15 Bank Accounts		A-14
	3.16 Insurance		A-14
	3.17 Employee Benefits		A-14
	3.18 Licenses and Permits		A-14
	3.19 Intellectual Property		A-15
	3.20 Labor		A-16
	3.21 Brokers or Finders		A-16

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER			A-16
	4.1 Authority of Purchaser		A-16
	4.2 Consents and Approvals		A-16
	4.3 Financing		A-16
	4.4 Brokers and Finders		A-16

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		Page

ARTICLE 5. COVENANTS			A-16
	5.1 Subsequent Actions		A-16
	5.2 Third Party Consents		A-17
	5.3 Employee Matters		A-17
	5.4 Records; Post-Closing Access to Information		A-17

ARTICLE 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER			A-18
	6.1 Warranties True as of Closing Date		A-18
	6.2 Injunctions		A-18
	6.3 Laws		A-18
	6.4 Deliveries by Sellers		A-18

ARTICLE 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS			A-18
	7.1 Warranties True as of Closing Date		A-18
	7.2 Compliance with Agreements and Covenants		A-18
	7.3 Injunctions		A-19
	7.4 Laws		A-19
	7.5 Deliveries by Purchaser		A-19

ARTICLE 8. [RESERVED]			A-19

ARTICLE 9. SURVIVAL AND INDEMNIFICATION			A-19
	9.1 Survival		A-19
	9.2 Indemnification by RFC		A-19
	9.3 Indemnification by Purchaser		A-20
	9.4 Limitations on Liability		A-20
	9.5 Claims		A-21
	9.6 Notice of Third Party Claims; Assumption of Defense		A-21
	9.7 Settlement or Compromise		A-22
	9.8 Net Losses; Subrogation; Mitigation		A-22
	9.9 Special Rule for Fraud		A-22

ARTICLE 10. TAX MATTERS			A-23
	10.1 Transfer Taxes		A-23
	10.2 Liability for Taxes and Related Matters		A-23
	10.3 Tax Benefits		A-23
	10.4 Allocation of Purchase Price		A-24

ARTICLE 11. MISCELLANEOUS			A-24
	11.1 Expenses		A-24
	11.2 Amendment		A-24
	11.3 Notices		A-24
	11.4 Waivers		A-25
	11.5 Counterparts		A-25
	11.6 Headings		A-25
	11.7 Applicable Law		A-25
	11.8 Assignment		A-25
	11.9 No Third Party Beneficiaries		A-25

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	Page

11.10 Waiver of Jury Trial		A-25
11.11 Schedules		A-25
11.12 Incorporation		A-26
11.13 Complete Agreement		A-26
11.14 Disclaimer		A-26
11.15 Public Announcements		A-26
11.16 Further Assurances		A-26

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Exhibits


Exhibit A		Assignment and Assumption Agreement
Exhibit B		Bill of Sale
Exhibit C		Transition Services Agreement
Exhibit D		Employee Leasing Agreement

Schedules


Schedule 1.1		Sellers’ Knowledge
Schedule 2.1(e)		Equipment
Schedule 2.1(h)		Financing Agreements and Receivables Documents
Schedule 2.2(a)		Real Property Leases
Schedule 2.2(c)		Other Transferred Contracts
Schedule 2.2(d)		Permits
Schedule 2.2(e)		Commitments
Schedule 2.3		Excluded Assets
Schedule 2.4		Assumed Obligations
Schedule 3.2		Title
Schedule 3.4		Financial Statements
Schedule 3.5		Material Adverse Change
Schedule 3.7		Litigation and Other Disputes
Schedule 3.9		Financing Agreements
Schedule 3.10		Compliance with Laws
Schedule 3.11		Sufficiency of Assets
Schedule 3.14		Receivables
Schedule 3.15		Bank Accounts
Schedule 3.16		Insurance
Schedule 3.18		Licenses and Permits
Schedule 3.19(a)		Transferred IT Assets
Schedule 3.19(b)		Transferred Intellectual Property
Schedule 3.19(c)		Ownership of Transferred Intellectual Property
Schedule 3.19(d)		Development of IT Assets

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ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT is entered into on the 27th day of August, 2007 between Residential Funding Company, LLC, a Delaware limited liability company (“ RFC ”), Equity Investments II, LLC, a Delaware limited liability company (“ Equity Investments ” and, together with RFC, “ Sellers ”), and GMAC Commercial Finance LLC, a Delaware limited liability company (“ Purchaser ”).

WHEREAS, each Seller and Purchaser is a direct or indirect wholly owned subsidiary of GMAC LLC, a Delaware limited liability company (“ GMAC ”);

WHEREAS, Sellers own all of the assets and liabilities of GMAC’s health care finance business (including the related loan origination and servicing platform), which provides debt capital to health care providers primarily in the health care services sector (the “ Business ”);

WHEREAS, each Seller desires to sell, assign and transfer to Purchaser, and Purchaser desires to purchase and take assignment and delivery from Sellers, substantially all of the assets used in the Business, and each Seller desires to assign to Purchaser, and Purchaser desires to assume from Sellers, certain of the liabilities related to the Business;

NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, Sellers 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:


	“ Adjustment Report ” shall have the meaning set forth in Section 2.6(b)(iv) .

	“ Advances ” means any loan or extension of credit to or for the benefit of a Borrower under a Financing Agreement.

	“ 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.

	“ Agreement ” means this Asset Purchase Agreement, including all Appendices, Schedules and Exhibits hereto, as it may be amended from time to time in accordance with its terms.

	“ Allocation Schedule ” shall have the meaning set forth in Section 10.4 .

	“ Assignment and Assumption Agreement ” means the Assignment and Assumption Agreement between Sellers and Purchaser substantially in the form of Exhibit A .

	“ Assumed Obligations ” shall have the meaning set forth in Section 2.4 .

	“ Bank Accounts ” shall have the meaning set forth in Section 2.1(a) .

	“ Basket Amount ” shall have the meaning set forth in Section 9.4(a) .

	“ Benefit Plan ” each “employee benefit plan” (as defined in sections 3(3) of ERISA), other than a Multiemployer Plan, and each retirement or deferred compensation plan, incentive compensation plan, stock plan, retention plan or agreement, unemployment compensation plan, vacation pay, change in control, severance pay, bonus or benefit arrangement, insurance or hospitalization program or any fringe benefit arrangements for any employee, director, consultant or agent, whether pursuant to contract, arrangement, custom or informal understanding which does not constitute an employee benefit plan, which is maintained or contributed to by Seller and which covers any Employee or in which any Employee participates or is eligible to participate.

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	“ Bill of Sale ” means the Bill of Sale with respect to the sale and purchase of the Transferred Assets of Sellers substantially in the form of Exhibit B .

	“ Borrowers ” shall have the meaning set forth in Section 2.1(h) .

	“ Business ” shall have the meaning set forth in the recitals.

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

	“ Closing ” means the closing of the transactions contemplated hereby.

	“ Closing Date ” shall have the meaning set forth in Section 2.7 .

	“ Closing Date Purchase Price ” shall have the meaning set forth in Section 2.6(a) .

	“ Code ” means the Internal Revenue Code of 1986, as amended.

	“ Collateral ” shall have the meaning set forth in Section 2.1(h) .

	“ Commitments ” means the outstanding commitment letters and letters of intent relating to prospective borrowers under financing agreements as set forth on Schedule 2.2(e) .

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

	“ Contracts ” means any contract, agreement, lease or permit to which a Seller is a party.

	“ Dispute Firm ” shall have the meaning set forth in Section 2.6(b)(iii) .

	“ Dispute Notice ” shall have the meaning set forth in Section 2.6(b)(iii) .

	“ Disputing Party ” shall have the meaning set forth in Section 2.6(b)(iii) .

	“ Employee Leasing Agreement ” means the Employee Leasing Agreement substantially in the form of Exhibit D .

	“ Employee Leasing Expiration Date ” shall have the meaning set forth in Section 5.3 .

	“ Employees ” shall mean those individuals who, as of the Closing Date, are employees of RFC with respect to the Business, whether or not such individual is actively at work on the Closing Date, including those individuals who are on vacation, short-term disability, disability covered by worker’s compensation, or approved leave of absence.

	“ Equipment ” shall have the meaning set forth in Section 2.1(e) .

	“ Equity Investments ” shall have the meaning set forth in the recitals.

	“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

	“ Excluded Obligations ” shall have the meaning set forth in Section 2.5 .

	“ Final Valuation ” shall have the meaning set forth in Section 2.6(b)(iv) .

	“ Financial Statements ” shall have the meaning set forth in Section 3.4 .

	“ Financing Agreements ” shall have the meaning set forth in Section 2.1(h) .

	“ GAAP ” means United: States generally accepted accounting principles in effect from time to time.

	“ GMAC ” shall have the meaning set forth in the recitals.

	“ Governmental Authority ” means any U.S. federal, 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.

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	“ Hazardous Materials ” shall have the meaning set forth in Section 3.13(d) .

	“ Indemnification Cap ” shall have the meaning set forth in Section 9.4(b) .

	“ Indemnified Person ” means the Person or Persons entitled to, or claiming a right to, indemnification under Article 9 .

	“ Indemnifying Person ” means the Person or Persons claimed by the Indemnified Person to be obligated to provide indemnification under Article 9 .

	“ Initial Notice ” shall have the meaning set forth in Section 9.6 .

	“ Intellectual Property ” means domestic and foreign: (a) registered and unregistered trade names, trademarks, service marks, applications for trademarks and applications for service marks; (b) patent registrations and patent applications; (c) trade secrets; and (d) copyrights, claims for copyrights, copyright registrations and copyright applications that, in each case, are owned by or licensed to a Seller.

	“ Intercompany Borrowings ” means any and all liabilities of the Business with respect to intercompany borrowings as of the Closing Date.

	“ 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.

	“ Lease Real Property ” means the real property located in Dallas, Texas that is subject to the Real Property Lease.

	“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 (a) court costs and similar costs of litigation, (b) reasonable attorneys’ and consultants’ fees, including those incurred in connection with (i) investigating or attempting to avoid the matter giving rise to the Losses or (ii) successfully establishing a valid right to indemnification for Losses and (c) 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).

	“ 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 Business or Transferred Assets; provided , that, for purposes of this Agreement, a Material Adverse Effect shall not include any condition, circumstance, change or effect to the Business, the Parent Business or Transferred Assets resulting from (a) changes to the industry or markets in which the Business, the Parent Business or Transferred Assets are operated that are not unique to the Business, the Parent Business or Transferred Assets, (b) the announcement or disclosure of the transactions contemplated herein, (c) general economic, regulatory or political conditions or changes in the countries in which the Business, the Parent Business or Transferred Assets are operated, (d) military action or acts of terrorism, (e) changes in Law, or (f) compliance with the terms of this Agreement; and provided , further , that in the case of each of clauses (a) , (c) , (d) , (e) and (f) , the Business, the Parent Business or Transferred Assets are not materially disproportionately affected by such condition, circumstance, change or effect compared to other Persons engaged in the conduct of businesses similar to the Business.

	“ Multiemployer Plan ” shall mean any “multiemployer plan,” as defined III section 4001(a)(3) of ERISA.

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	“ Notes Receivable ” shall have the meaning set forth in Section 2.1(h) .

	“ Other Current Assets ” shall have the meaning set forth in Section 2.1(g) .

	“ Other Transferred Contracts ” shall have the meaning set forth in Section 2.2(c) .

	“ Parent Business ” means the businesses of RFC and its parent, ResCap, taken as a whole.

	“ Payor ” means the payor, obligor or other Persons obligated to make payments with respect to any Receivable, including any seller, transferor or guarantor thereof.

	“ Permits ” shall have the meaning set forth in Section 2.2(d) .

	“ Permitted Liens ” means: (a) Liens arising by operation of Law for Taxes not yet due and payable; (b) Liens arising under the Financing Agreements; and (d) Liens that would not reasonably be expected to have a Material Adverse Effect or to adversely affect or impair the value of the Business or the Transferred Assets or the use of the Transferred Assets in the ordinary course of business.

	“ 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.

	“ Purchase Price ” shall have the meaning set forth in Section 2.6(a) .

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

	“ Purchaser Indemnified Parties ” shall have the meaning set forth in Section 9.2 .

	“ Real Property Lease ” shall have the meaning set forth in Section 2.2(a) .

	“ Receivables ” means all owned and serviced Notes Receivable, loans and other accounts receivable of Sellers.

	“ Receivables Documents ” shall have the meaning set forth in Section 2.1(h) .

	“ ResCap ” means Residential Capital, LLC, a Delaware limited liability company that owns all of the outstanding common membership interests in RFC.

	“ RFC ” shall have the meaning set forth in the recitals.

	“ Second Adjustment Report ” shall have the meaning set forth in Section 2.6(b)(iv) .

	“ Second Dispute Notice ” shall have the meaning set forth in Section 2.6(b)(iv) .

	“ Second Dispute Report ” shall have the meaning set forth in Section 2.6(b)(iv) .

	“ Second Disputing Party ” shall have the meaning set forth in Section 2.6(b)(iv) .

	“ Seller Indemnified Parties ” shall have the meaning set forth in Section 9.3 .

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

	“ Sellers’ Knowledge ,” or variations thereof, means the actual knowledge of the executive officers and directors of Sellers set forth on Schedule 1.1 .

	“ Straddle Period ” shall have the meaning set forth in Section 10.2(b) .

	“ Straddle Period Taxes ” shall have the meaning set forth in Section 10.2(b) .

	“ 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

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	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 Benefit ” means (a) the present value of any refund, credit or reduction in otherwise required Tax payments including any interest payable thereon, less (b) the present value of any required Tax payments, which present value shall be computed as of the Closing Date or the first date on which the right to the refund, credit or other Tax reduction, or such Tax payment, arises or is reasonably estimated to be actually utilized or paid, whichever is later, (i) using the effective Tax rate of the Indemnified Person (which, in the case of an Indemnified Person that is a reporting company under the Securities Exchange Act of 1934, as amended, shall be as reported in its Form 10-K filed with the Securities and Exchange Commission) for the Tax Period with respect to such Tax under applicable Tax laws on such date and (ii) using the interest rate on such date imposed on corporate deficiencies paid within 30 days of a notice of proposed deficiency under the Code or other applicable Tax laws. Any Tax Benefit shall be computed net of any directly related Tax detriment, including the present value of a reduction in depreciation or amortization deductions as a result of an adjustment to the Purchase Price. The amount of any Tax detriment shall be computed in the same manner in which Tax Benefits are otherwise computed pursuant to this definition.

	“ Tax Period ” or “ Taxable Period ” means any period prescribed by any Governmental Authority for which a Tax Return is required to be filed or a Tax is required to be paid.

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

	“ Tax Statute of Limitations Date ” with respect to a particular Tax means the opening of business on the day after the expiration of the applicable statute of limitations with respect to such Tax, including any extensions thereof made with the consent of the applicable Seller (or if such date is not a Business Day, the next Business Day).

	“ Tax Warranty ” means a representation or warranty in Section 3.6 .

	“ Title and Authorization Warranty ” means a representation or warranty in Section 3.1 , 3.2 or 4.1 of this Agreement.

	“ Transaction Documents ” means this Agreement, each Assignment and Assumption Agreement, each Bill of Sale, the Transition Services Agreement, the Employee Leasing Agreement and each other agreement, document and certificate executed and delivered in connection with this Agreement.

	“ Transferred Assets ” shall have the meaning set forth in Section 2.1 .

	“ Transferred Intellectual Property ” shall have the meaning set forth in Section 2.1(b) .

	“ Transferred IT Assets ” shall have the meaning set forth in Section 2.1(c) .

	“ Transfer Taxes ” shall have the meaning set forth in Section 10.1 .

	“ Transition Services Agreement ” means the Transition Services Agreement substantially in the form of Exhibit C .

	“ Valuation ” shall mean the assets set forth in Section 2.6(b)(i) .

	“ Valuation Expert ” means Houlihan, Lokey, Howard & Zukin.

	“ WARN ” means the worker Adjustment and Retraining Notification Act of 1988, as amended.

1.2 Interpretation . The headings preceding the text of Articles and Sections included in this Agreement and the headings to Schedules attached to this Agreement 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

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“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, Exhibits or Schedules 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 or Schedule to, this Agreement.

ARTICLE 2.

Purchase and Sale

2.1 Purchase and Sale of Transferred Assets. Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell, transfer, convey, assign and deliver, and, as applicable, shall cause their Affiliates to sell, transfer, convey, assign and deliver, to Purchaser, and Purchaser shall purchase, acquire and accept from Sellers or its Affiliates, as applicable, all of Sellers’ and each of their Affiliate’s, as applicable, right, title and interest in and to the business, properties, assets, rights of whatever kind, whether tangible or intangible, real, personal or mixed, which are used, held for use or associated with Sellers’ operation of the Business, including all of the following assets (the “ Transferred Assets ”), in each case free and clear of all Liens, other than Permitted Liens:


	(a) all bank accounts, including deposit, escrow and lock box accounts, related to the Business, including those accounts set forth on Schedule 3.15 (the “ Bank Accounts ”) and all cash and cash equivalents contained in the Bank Accounts;

	(b) all Intellectual Property owned by a Seller and used primarily in connection with or held for use primarily in connection with the Business, including such rights to sue and recover for past infringement or misappropriation thereof and to receive all income, royalties, damages and payments for past and future infringements thereof, including those items set forth on Schedule 3.19(b) (the “ Transferred Intellectual Property ”);

	(c) the information technology assets, systems and networks of Sellers that are used or held for use primarily in connection with the Business, including those items set forth on Schedule 3.19(a) (“ Transferred IT Assets ”);

	(d) all office supplies used in connection with the Business;

	(e) all owned or leased furniture, fixtures, vehicles and other tangible personal property owned or leased by Sellers and used or held for use in connection with the Business, including those items set forth on Schedule 2.1(e) (the “ Equipment ”);

	(f) to the extent permitted by Law, all books, records, files, invoices, customer lists, supplier lists and other data owned, used, held for use or employed by Sellers with respect to the Business, including all information with respect to Borrowers under the Financing Agreements that is maintained in Sellers’ credit files (including financial statements, audit reports and due diligence reports);

	(g) any and all current assets arising out of or with respect to the Business, including prepaid rent, prepaid suppliers, advances and other prepaid expenses and deposits (“ Other Current Assets ”);

	(h) all legal and equitable right, title and interest of Sellers in, to and under the loan and security and credit agreements, including all amendments and modifications, by and between RFC and any of the borrowers thereunder (the “ Borrowers ”), which agreements are set forth on Schedule 2.1(h) (collectively, the “ Financing Agreements ”), all right, title and interest in, to and under the Receivables related

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	to each of the Financing Agreements, including all promissory notes and other instruments executed by the Borrowers to RFC to evidence their respective obligations for money loaned to such Borrowers by RFC under the Financing Agreements (the “ Notes Receivable ”), all commitments and outstanding Advances, all related agency, inter-creditor, subordination, bailee and guaranty agreements (the “ Receivables Documents ”). The Receivables Documents are also listed on Schedule 2.1(h) , and include all documents, certificates, filings and agreements associated therewith, including all revolving lines of credit, term loans, purchase commitments, promissory notes, mortgages and deeds of trust, as well as all pledge agreements and other security documents, files and all other collateral security relating thereto (collectively, the “ Collateral ”);

	(i) the warrants to purchase an aggregate of 37,500 shares of The Schumacher Group of Delaware, Inc.;

	(j) all rights and obligations with respect to the equity investment made by Equity Investments in SHC Holding, Inc.; and

	(k) all other assets, properties and rights used or held for use primarily in connection with the Business.

2.2 Assignment of Contracts, Leases and Other Assets. On the terms and subject to the conditions set forth in this Agreement, each Seller will assign and transfer to the Purchaser (or its designee), effective as of the Closing Date, all of Sellers’ right, title and interest in, to and under, and Purchaser (or its Affiliate) will take assignment of, the following (and all of the following shall be deemed included in the term “ Transferred Assets ” as used herein):


	(a) all leases, agreements to lease, options to lease and licenses of real property, including ground leases, set forth on Schedule 2.2(a) (“ Real Property Leases ”);

	(b) all Financing Agreements;

	(c) the Contracts (other than the Financing Agreements) to which any Seller is a party that relate primarily to the conduct of the Business, including the Contracts set forth on Schedule 2.2(c) (“ Other Transferred Contracts ”);

	(d) to the extent permitted by Law, all licenses and permits held by Sellers related to the Business or any of the Transferred Assets (the “ Permits ”), including those set forth on Schedule 2.2(d) ;

	(e) the Commitments set forth on Schedule 2.2(e) ; and

	(f) all non-disclosure, non-competition confidentiality and similar obligations owed to any Seller to the extent related to the Business.

Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an assignment or transfer of any Contract or other Transferred Asset, or any claim or right or any benefit or obligation thereunder or resulting therefrom, if an assignment or transfer thereof, without the consent of a third party thereto or a Governmental Authority, would constitute a breach or violation thereof or impose any obligation or liability on a Seller, and if such a consent is not obtained at or prior to the Closing, which Contract or other Transferred Asset, claim, right or benefit shall be governed by Section 5.2 .

2.3 Excluded Assets . Notwithstanding the provisions of Section 2.1 , Sellers shall not sell, assign, convey, transfer or deliver to Purchaser, and Purchaser shall not purchase, acquire or take assignment or delivery of, the assets or rights of Sellers or any of their Affiliates set forth on Schedule 2.3 , which assets or rights shall not be included in the term “Transferred Assets” or any other term defined in Section 2.1 (the “ Excluded Assets ”).

2.4 Assumed Obligations . Purchaser shall assume at the Closing, and shall agree to pay, perform, fulfill and discharge when due all liabilities and obligations of the Business and the Transferred Assets relating to any period prior to the Closing that are set forth on Schedule 2.4 , and all liabilities and obligations, whether

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known or unknown, of the Business and the Transferred Assets relating to the period after the Closing (collectively, the “ Assumed Obligations ”).

2.5 Excluded Obligations . Purchaser shall not assume or otherwise pay, perform, discharge or be liable in respect of any liability, duty or obligation of the Business and the Transferred Assets relating to any period prior to the Closing other than the Assumed Obligations (collectively, the “ Excluded Obligations ”), and RFC shall be solely and exclusively liable with respect to and shall fully pay, perform and discharge all the Excluded Obligations, including the following:


	(a) those litigation matters and other disputes set forth on Schedule 3.7 ;

	(b) any Taxes of Sellers other than those Taxes pro-rated pursuant to Sections 10.2(b) and 10.3 ;

	(c) the Intercompany Borrowings; and

	(d) the Benefit Plans and all rights or liabilities in connection with and assets of the Benefit Plans, except as otherwise provided in the Employee Leasing Agreement.

2.6 Purchase Price .

(a) Consideration . On the terms and subject to the conditions of this Agreement, in consideration for the aforesaid sale, conveyance, assignment, transfer and delivery of the Transferred Assets and the assignment and assumption of the Assumed Obligations, the aggregate purchase price shall be an amount equal to the fair market value of the Business and the Transferred Assets as determined pursuant to Section 2.6(b) (the “ Purchase Price ”); provided , however , that in no event shall the Purchase Price be less than $775,000,000. At the Closing, Purchaser shall pay Sellers an amount equal to $775,000,000, less amounts previously deposited by or on behalf of Purchaser (the “ Closing Date Purchase Price ”). After the Closing, Purchaser shall make such additional payments of the Purchase Price, if any, as set forth in Section 2.6(b) .

(b) Transferred Assets Adjustment . The Purchase Price shall the fair market value of the Business and the Transferred Assets as of the close of business on the day prior to the Closing Date, as determined in accordance with the procedures set forth in this Section 2.6(b) .


	(i) Post-Closing Determination . Within 30 calendar days following the Closing Date, ResCap and RFC shall cause the Valuation Expert (or another mutually agreed-upon independent valuation firm retained and paid for by ResCap) to perform an independent valuation (the “ Valuation ”) of the fair market value of the Business and the Transferred Assets as of the close of business on the day prior to the Closing Date and to deliver such Valuation to ResCap, RFC and Purchaser, together with detailed supporting calculations and assumptions used by the Valuation Expert in performing the Valuation.

	(ii) Payment . If the Valuation provides that the fair market value of the Business and the Transferred Assets is greater than $775,000,000, then Purchaser shall pay such difference to RFC within two Business Days after the Valuation becomes binding as provided in Section 2.6(b)(iii) or (iv) . All payments pursuant to this Section 2.6 shall include interest on any such payment from the Closing Date to the date paid at the “Prime Rate” as published in the “Money Rates” table in The Wall Street Journal on the Closing Date or, if no publication occurs on the Closing Date, on the first publication date following the Closing Date.

	(iii) Objections; Determination Binding . Unless Purchaser, on the one hand, or RFC and ResCap, on the other hand, gives written notice (the “ Disputing Party ”) to the other party of an objection to all or a part of the Valuation (a “ Dispute Notice ”) within 15 days after their receipt of the Valuation, the Valuation shall become binding in its entirety at the end of such 15-day period. If a Disputing Party delivers a Dispute Notice within such 15-day period and the parties are unable to agree as to all issues in the Dispute Notice within 15 days after the Dispute Notice is delivered by the Disputing Party, then the Valuation shall be submitted to an independent valuation firm (other than the Valuation Expert) chosen by the Disputing Party (the “ Dispute Firm ”) to resolve the issues set forth in the Dispute Notice in accordance with Section 2.6(b)(iv) . The Disputing Party shall bear the costs of the Dispute Firm.

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(iv) Dispute Resolution . The Dispute Firm shall conduct such review of the Valuation, the Dispute Notice and any supporting documentation as the Dispute Firm in its sole discretion deems necessary (but excluding any documentation created by the parties in attempting to resolve any disputes relating to this Section 2.6(b)) , and the Dispute Firm shall hear such presentations by the parties as the Dispute Firm in its sole discretion deems necessary, if any. The Dispute Firm shall be provided full access to the books and records of Sellers and Purchaser as well as the audit work papers of the Valuation Expert related to such determination. The Dispute Finn shall, as promptly as practicable and in no event later than 30 days following its receipt of the Dispute Notice, deliver to Purchaser, ResCap and RFC a report (the “ Adjustment Report ”), which shall set forth, in reasonable detail, the Dispute Firm’s determination with respect to the issues specified in the Dispute Notice, and the revisions, if any, to be made to the Valuation together with supporting calculations. If the difference between the Valuation and the valuation of the Business and the Transferred Assets in the Adjustment Report is not greater than 10% of the Valuation, the Valuation shall be final and binding on the parties, absent arithmetical error, and shall be deemed a final arbitration award that is enforceable against each of the parties in any court of competent jurisdiction and the Purchase Price shall be adjusted according to the Valuation and paid in accordance with Section 2.6(b)(ii) . If the difference between the Valuation and the valuation of the Business and the Transferred Assets in the Adjustment Report is greater than 10% of the Valuation, unless Purchaser, on the one hand, or RFC and ResCap, on the other hand, gives written notice (the “ Second Disputing Party ”) to the other party of an objection to all or a part of the Adjustment Report (a “ Second Dispute Notice ”) within 15 days after their receipt of the Adjustment Report, the Adjustment Report shall become binding in its entirety at the end of such 15-day period. If a Second Disputing Party delivers a Second Dispute Notice within such 15-day period and the parties are unable to agree as to all issues in the Adjustment Report within 15 days after the Second Dispute Notice is delivered by the Second Disputing Party, then the Valuation and the valuation in the Adjustment Report shall be submitted to an independent valuation firm (other than the Valuation Expert or the Dispute Firm) chosen by the Second Disputing Party (the “ Second Dispute Firm ”) to resolve the issues set forth in the Second Dispute Notice. The Second Disputing Party shall bear the costs of the Second Dispute Firm. The Second Dispute Firm shall conduct such review of the Valuation, the Adjustment Report, the Second Dispute Notice and any supporting documentation as the Second Dispute Firm in its sole discretion deems necessary, and the Second Dispute Firm shall hear such presentations by the parties as the Second Dispute Firm in its sole discretion deems necessary, if any. The Second Dispute Firm shall be provided full access to the books and records of Sellers and Purchaser as well as the audit work papers of the Valuation Expert and the Dispute Firm related to such determination. The Second Dispute Firm shall, as promptly as practicable and in no event later than 30 days following its receipt of the Second Dispute Notice, deliver to Purchaser and Sellers a report (the “ Second Adjustment Report ”), in which the Second Dispute Firm shall resolve the disputes set forth in the Second Dispute Notice and shall calculate the appropriate valuation of the Business and the Transferred Assets. The Second Adjustment Report shall set forth, in reasonable detail, the Second Dispute Firm’s determination with respect to the issues specified in the First Dispute Notice and the Second Dispute Notice, and the revisions, if any, to be made to the Valuation and the Adjustment Report together with supporting calculations. The Second Adjustment Report shall also set forth the final and binding valuation of the Business and the Transferred Assets (the “ Final Valuation ”) by calculating the average of the valuation of the Business and the Transferred Assets contained in the Valuation, the Adjustment Report and the Second Adjustment Report. The Final Valuation shall be final and binding on the parties, absent arithmetical error, and shall be deemed a final arbitration award that is enforceable against each of the parties in any court of competent jurisdiction and the Purchase Price shall be adjusted according to the Final Valuation and paid in accordance with Section 2.6(b)(ii) .

2.7 Closing . The Closing shall take place at the offices of Mayer, Brown, Rowe & Maw LLP, 71 South Wacker Drive, Chicago, Illinois 60606, at 10:00 a.m. central time on August 27, 2007, or such other place, date and time as is mutually agreeable to Sellers and Purchaser (the “ Closing Date ”).

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


	(a) the Transition Services Agreement, duly executed by Sellers;

	(b) an Assignment and Assumption Agreement, only executed by Sellers;

	(c) a Bill of Sale, duly executed by Sellers;

	(d) the Transferred Assets, by making such Transferred Assets available to Purchaser at their present location;

	(e) the Employee Leasing Agreement, duly executed by Sellers;

	(f) all other conveyance documents reasonably requested by Purchaser to transfer to Purchaser the Transferred Assets; and

	(g) any other items to be delivered by Sellers as required under the terms and provisions of this Agreement.

2.9 Deliveries of Purchaser . At the Closing, Purchaser shall deliver to Sellers, as applicable:


	(a) the Closing Date Purchase Price, in accordance with Section 2.6 , in immediately available funds by wire transfer to an account or accounts that have been designated by RFC at least two Business Days prior to the Closing Date;

	(b) the Transition Services Agreement, duly executed by Purchaser;

	(c) an Assignment and Assumption Agreement, duly executed by Purchaser;

	(d) the Employee Leasing Agreement, duly executed by Sellers; and

	(e) any other items to be delivered by Purchaser under the terms and provisions of this Agreement.

ARTICLE 3.

Representations and Warranties of Sellers

Sellers, jointly and severally, represent and warrant to Purchaser, as of the date hereof, as follows:

3.1 Authority of Sellers . Each Seller is a limited liability company validly existing, duly organized 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. Each 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 each Seller of this Agreement and the other Transaction Documents to which it is a party has been duly authorized by all necessary corporate action. This Agreement has been, and each other Transaction Document to which it is a party will be at Closing, duly and validly executed and delivered by each Seller and this Agreement constitutes, and each of the other Transaction Documents will constitute, the legal, valid and binding obligation of each Seller that is a party thereto, enforceable against each Seller in accordance with its terms.

3.2 Title to Assets . Except as otherwise set forth herein and except as disclosed in Schedule 3.2 , each Seller, as applicable, has good and marketable title to, and is the sole and lawful owner of, all of the Transferred Assets, free and clear of any Lien other than Permitted Liens. Except as set forth on Schedule 3.2 and subject to obtaining all applicable consents and approvals and Section 5.2 hereof, (a) each Seller, as applicable, has the full right to sell, convey, transfer, assign and deliver the Transferred Assets to Purchaser and (b) at the Closing, each Seller, as applicable, shall convey to Purchaser good and marketable title to the Transferred Assets, free and clear of any Lien (other than Permitted Liens).

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3.3 Consents and Approvals . No consent of, or declaration, filing or registration with, any Governmental Authority is required to be obtained or made, as applicable, by either 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.

3.4 Financial Statements . Schedule 3.4 sets forth the unaudited balance sheet and statement of income of the Business as of August 26, 2007 (collectively, the “ Financial Statements ”). The Financial Statements were prepared from the books and records of RFC. The Financial Statements, subject to normal year-end adjustments and the absence of notes, fairly present in all material respects the financial condition and the results of operations of the Business as of the date of and for the period referred to in such Financi

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