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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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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
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