Exhibit 10.5
Residential Capital, LLC / RFSC
International Limited Expense Sharing Agreement
Residential Captial, LLC (ResCap) is
a wholly-owned subsidiary of GMAC LLC (GMAC), the parent of RFSC
International Limited (RFSCIL). As such, ResCap is an affiliate of
RFSCIL. Certain RFSCIL personnel are employed and supported by
ResCap or ResCap affiliates.
ResCap incurs operating expenses on
behalf of itself, RFSCIL 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 RFSCIL operations
that ResCap pays, ResCap and RFSCIL are entering into this
Agreement, effective May 1, 2009 (the “Effective
Date”).
Expense
Calculation. All
operating expenses incurred in connection with RFSCIL 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 RFSCIL 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. RFSCIL 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 RFSCIL. The expense allocation will be recorded
in the specific expense categories (e.g. salaries, occupancy, etc)
when that level of detail is readily available.
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 sho
