Exhibit 10.5
EXECUTION VERSION
UNIT ASSIGNMENT
ASSIGNMENT AND ASSUMPTION OF LIMITED
LIABILITY COMPANY INTERESTS
This ASSIGNMENT AND ASSUMPTION OF
LIMITED LIABILITY COMPANY INTERESTS (this “ Assignment
”), dated as of January 30, 2009, is by and between
Residential Capital, LLC, a Delaware limited liability company
(“ Assignor ”), and GMAC LLC, a Delaware limited
liability company (“ Assignee ”).
WHEREAS, Assignor and Assignee are
parties to that certain Membership Interest Purchase Agreement (the
“ Purchase Agreement ”), dated as of the date
hereof;
WHEREAS, pursuant to the Purchase
Agreement, on the terms and subject to the conditions set forth
therein, Assignee has agreed to purchase from Assignor, and take
assignment and delivery of, the Transferred Class M Common Units;
and
WHEREAS, all capitalized terms used
in this Assignment but not defined herein shall have the meanings
assigned to them in the Purchase Agreement.
NOW, THEREFORE, for good and
valuable consideration, the receipt of which is hereby
acknowledged, Assignor and Assignee hereby agree as
follows:
1. Assignor hereby sells, assigns,
transfers and delivers to Assignee the Transferred Class M Common
Units, including all capital relating thereto and profits derived
therefrom after the date hereof, free and clear of all
Liens.
2. Assignee hereby accepts the
foregoing assignment
