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Exhibit 10.3
TERMINATION AGREEMENT
I. Parties
This Termination Agreement ("Agreement") is made by and
between:
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A.
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Residential Capital, LLC ("ResCap");
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B.
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GMAC LLC ("GMAC"); and
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C.
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General Motors Corporation ("GM").
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II.
Recitals
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A.
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ResCap, GMAC, and GM are parties to the Trademark
License Agreement, dated June 24, 2005, under
which:
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1.
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GMAC licenses to ResCap the "GMAC" trademark
("GMAC Marks"); and
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2.
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GM licenses to ResCap the "GM" and "GM Family
First" trademarks ("GM Marks");
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B.
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GM, GM Finance Co. Holdings, GMAC, and FIM
Holdings LLC ("FIM") entered into the Purchase and Sale Agreement,
dated April 2, 2006, under which GM will sell to FIM 51% of
GM’s interest in GMAC ("Sale").
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C.
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In connection with the Sale, and effective upon
its closing:
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1.
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GMAC will assign to GM all of GMAC’s right,
title, and interest in the "GMAC" trademark;
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2.
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GM and/or its subsidiaries, as appropriate, will
license to GMAC the "GMAC" trademark, the "GM" trademark, the "GM
Family First" trademark, and other intellectual property owned by
GM and its subsidiaries (collectively "GM IP"), under an
Intellectual Property License Agreement;
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3.
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GMAC will sublicense its rights in the GM IP to
ResCap and its subsidiaries under a separate intellectual property
sublicense agreement.
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D.
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Because GMAC will no longer own the "GMAC"
trademark after the Sale, and because the parties have agreed to
the above-de
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