0000950137-06-013059 Sample Contracts

TERMINATION AGREEMENT
Termination Agreement • November 30th, 2006 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Michigan
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AMENDED AND RESTATED SERVICES AND FACILITIES AGREEMENT
Services and Facilities Agreement • November 30th, 2006 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York

THIS AGREEMENT, dated as of the 30th day of November, 2006 between GMAC LLC, a limited liability company organized and existing under the laws of the State of Delaware (f/k/a General Motors Acceptance Corporation) (“GMAC”) and RESIDENTIAL CAPITAL LLC, a limited liability company organized and existing under the laws of the State of Delaware (f/k/a Residential Capital Corporation) (“ResCap”), amends and restates the Services and Facilities Agreement, dated June 24, 2006 (the “Original Services and Facilities Agreement”), among GENERAL MOTORS CORPORATION, a corporation organized and existing under the laws of the State of Delaware (“GM”), GMAC and ResCap.

INTELLECTUAL PROPERTY SUBLICENSE AGREEMENT
Intellectual Property Sublicense Agreement • November 30th, 2006 • Residential Capital, LLC • Mortgage bankers & loan correspondents • Michigan

This Intellectual Property Sublicense Agreement (“Agreement”) is made by and between GMAC and Residential Capital, LLC for itself and on behalf of its direct and indirect subsidiaries (individually and collectively “Sublicensee”):

AMENDED AND RESTATED OPERATING AGREEMENT
Operating Agreement • November 30th, 2006 • Residential Capital, LLC • Mortgage bankers & loan correspondents • New York

AGREEMENT, dated as of November 27, 2006, by and between General Motors Corporation, a Delaware corporation (“GM”), GMAC LLC, a Delaware limited liability company (f/k/a General Motors Acceptance Corporation, a Delaware corporation and a wholly-owned subsidiary of GM (“GMAC”)), and Residential Capital, LLC, a Delaware limited liability company (f/k/a Residential Capital Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of GMAC (“ResCap”)).

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