MEMBERSHIP INTEREST PURCHASE AGREEMENT

TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT is entered into on the 30 ^th 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:

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) .

“ 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 .

“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.

“ 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 .

“ 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) .

“ 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.

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.

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

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.

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).

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.

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 agr