Exhibit 10.4
Residential Capital, LLC /
Residential Funding Securities, LLC Expense Sharing
Agreement
Residential Capital, LLC (ResCap) is
a wholly-owned subsidiary of GMAC LLC (GMAC), the direct parent of
Residential Funding Securities, LLC (RFS). As such, ResCap is an
affiliate of RFS. Certain RFS personnel are employed and supported
by ResCap or ResCap affiliates.
ResCap incurs operating expenses on
behalf of itself, RFS and other affiliates, including without
limitation payroll and payroll related, subscription, education,
professional, advertising, equipment rental, repairs and
maintenance, printing and stationery, office supplies, postage and
courier, telephone, travel, meals, entertainment, conferences, rent
and operating, liability insurance, and bank charge expenses. To
reflect the operating expenses attributable to RFS operations that
ResCap pays, ResCap and RFS are entering into this Agreement,
effective May 1, 2009 (the “Effective
Date”).
Expense
Calculation. All
operating expenses incurred by ResCap will be posted in accordance
with ResCap’s normal accounting and control procedures. At
the end of each month, ResCap will charge to RFS a percentage (the
“Allocation Factor”) of the expenses recorded in the
cost center(s) listed on Exhibit A attached hereto (the
“Allocated Expenses”) for that calendar month. RFS will
pay ResCap for such expenses on a monthly basis for the preceding
month. The Allocation Factor set forth above, as adjusted from time
to time in accordance with this Agreement, is estimated to reflect
all operating expenses related to the business of RFS.
Exclusions from Expense
Calculation. In
determining which operating expenses will be considered in the
calculation required by the preceding paragraph, prior to
application of the Allocation Factor, all amounts recorded in such
cost centers and attributable to “Corporate
Allocations” will be excluded from operating
expenses.
The parties may from time to time
amend the list of cost centers shown on Exhibit A by Memorandum
executed by any authorized signatories on their behalf. In
addition, the parties may by memorandum adjust the Allocation
Fac
